Annual Report • Apr 7, 2023
Annual Report
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This document constitutes an unofficial, unaudited PDF version of the Greenvolt - Energias Renováveis, S.A. Annual Report 2022. This version has been prepared for ease of use and does not include information as set out in the ESEF regulatory technical standard (RTS) (Delegated Regulation (EU) 2019/815). The official version of the ESEF report is available on the CMVM website and was submitted on 6 April 2023. This document is a complete copy of the said financial information. In the event of discrepancies between this version and the official ESEF report, the latter shall prevail.
Public Company
Headquarter: Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal
Tax Number: 506 042 715
Share Capital: 367,094,274.62 Euros
We were born with the commitment to accelerate the energy transition, for People and for the Planet.
We were born with the commitment to contribute to a greener and more sustainable global economy.
We were born with the commitment to achieve goals and deliver results, always conducting our actions with integrity and transparency.
We take our commitments seriously!
In 2022, Greenvolt Group experienced remarkable growth and achieved the goals it set out to accomplish, creating value for its investors, shareholders, partners, and society.
The success of our growth was largely due to the trust placed in the project and strategy of Greenvolt Group and its team, who work daily to ensure that goals are met.
But we want more! We want to consolidate this growth trajectory. We continue to constantly move forward, seeking new projects, setting new goals, and achieving new objectives.
We are driven by an unwavering energy! We are driven by the commitments we have made!
The year 2022 saw the consolidation of the transformative project taken on by Greenvolt – Energias Renováveis S.A., based exclusively on the development and management of renewable energy projects, with the clear purpose of contributing to a more sustainable future.
The 2022 Annual Integrated Report ("Report") of the Greenvolt Group ("Greenvolt") highlights our commitment to share, with all stakeholders and with full transparency, the integrated and comprehensive vision of our business, our strategy, our performance and our contribution in 2022 to meet today's most pressing economic, social and environmental challenges.
The Report, which refers to the year 2022, is divided into 5 distinct areas:
To track the growing influence that Environmental, Social and Governance (ESG) dimensions have assumed within the Group's strategy, we have sought for the first time to incorporate throughout the Report the spirit and differentiating elements of the International Integrated
Reporting Council (IIRC) framework by demonstrating our approach to value creation in all its different aspects on the main resources involved, and on the main impacts generated.
This year for the first time, we also present our alignment with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), as well as the countryby-country ratios considered most relevant to the Greenvolt Group showing the most representative countries in terms of turnover, in line with OECD recommendations, information that Greenvolt considers fundamental in ensuring the transparency of the results in terms of governance with stakeholders.
Providing this information reflects the seriousness and maturity with which we view these issues - they are fundamental to strengthening the resilience of our strategy and responding to the concerns and expectations of the financial markets that increasingly need clear, comprehensive and high quality information on the impacts of climate change and responsible fiscal practices.
The Report, which includes a section dedicated to Corporate Governance issues, was prepared in accordance with the provisions set out in the Portuguese Companies Act and the Securities Code, as well as CMVM Regulations no. 4/2013 and no. 7/2018, constituting a description of the positioning adopted by the Company under the 'comply or explain' principle in relation to the recommendations for good governance published by the Portuguese Institute of Corporate Governance in 2020.
5 1. GROUP PRESENTATION
The Report was also prepared in accordance with the internationally recognised Global Reporting Initiative (GRI Standards), version 2021. The GRI Table, annexed, shows how they correspond. The Report also aims to meet the requirements of Decree-Law No. 89/2017 of 28 July 2017 on the disclosure of non-financial information and information on diversity at large companies and groups, and highlights Greenvolt's performance in terms of the Sustainable Development Goals (SDGs) and the Ten Principles of the United Nations Global Compact.
The Individual and Consolidated Financial Statements for the year 2022 were prepared on a going concern basis from the accounting records of the companies included in the consolidation, in accordance with International Financial Reporting Standards (IFRS), as adopted in the European Union. The documents comprising this Annual Report and Accounts have been prepared under the ESEF Format and in accordance with the specifications provided for in Commission Delegated Regulation (EU) 2018/815, of 17 December 2018, and under the terms of subsequent amendments, taking into account the guidance made available by the European Securities and Markets Authority (ESMA) through the updated version of the ESEF Reporting Manual, and the information disclosed by the CMVM on the rules applicable to the new electronic format for disclosing financial information.
The document covers the period from 1 January to 31 December 2022, but whenever appropriate and relevant it includes information relating to previous years to allow for the comparative evaluation of performance or the appropriate contextualisation of our options, actions or results, to the extent that it may also include information on the 2023 initial phase.
The contents of this report were, whenever applicable, subject to independent
verification by Deloitte & Associados S.R.O.C., S.A., as per attached declarations in annex. With regard to information on sustainability, this verification analysed the information's conformity and reliability per the GRI Standards to offer additional assurance as to whether it provides an appropriate, balanced and transparent view of the Group's activities and performance in various aspects of sustainability, with a focus on material issues.
If you have any questions, concerns or comments about this report, please contact:
Investor Relations Department [email protected]
01 02 03 04 Strategy Responsible Management
Consolidated Financial Statements
| 1.1 Messages from the Top Management | 9 |
|---|---|
| 1.2 Mission, Vision and Values | 16 |
| 1.3 Highlights of the Year | 17 |
| 1.4 Who we are | 20 |
| 1.4.1 Business Segments | 20 |
| 1.4.2 Where we are | 21 |
| 1.4.3 Governance Structure | 22 |
| 1.4.3 Shareholder Structure | 23 |
| 1.5 How we create value | 24 |


2022 was a landmark year both for society as a whole, and for Greenvolt in particular. The return of war on European soil has changed the paradigm in which we live. In addition to the incalculable damage inflicted on the Ukrainian people, there are now structural consequences in the energy sector where Greenvolt operates, making the transition to renewable energy sources even more pressing, together with energy independence in the search for alternatives to oil and gas as affordable energy sources.
Greenvolt has successfully navigated changes in the industry, consolidating its position in the markets where it operates and bolstering its future ambitions with a revised business plan in 2022. It also took its first steps towards delivering on its value proposition, through the first asset rotation transaction, the start of construction of solar and wind farms in several different regions, the optimization of residual biomass operations and increasing its installed capacity for selfconsumption by around 70%, while always prioritizing financial sustainability.
Greenvolt's unique business model was repeatedly validated by the main players involved, from investors to partners and customers, highlighting the success of the capital increase in July and the green bond issue in November – both with demand far exceeding supply – bearing out our financial strategy and investors' confidence in Greenvolt's management. In 2023, this validation was reinforced in the private markets through the issue of convertible bonds to the KKR infrastructure fund, Greenvolt's most recent strategic partner.
As the new Chairwoman of the Board of Directors, I hope to assert Greenvolt as a benchmark in the European renewable energy sector, and that 2023 will be a year to deliver on our commitments made, continuing with our vision of impacting the economy, society and people. We still uphold our goals of developing 6.9 GW of utility-scale projects, as well as helping to expand individual and collective self-consumption capacity in several countries in Europe, outlining the path towards a greener planet.
Greenvolt's vision and strategy for the short, medium and long term are rooted in a more sustainable future, exclusively promoting more diversified electricity produced through renewable sources, and prioritizing a long-term fixed pricing model for greater economic and social justice for everyone involved. Also of note is the historic residual biomass operation, essential in supplying baseload electricity from renewable sources.
With almost 500 employees, distributed across 12 different regions and of 20 nationalities, and in such an unusual economic and social backdrop, Greenvolt remains committed to being a benchmark in environmental, social and governance practices, both in its operations and throughout the value chain, from selecting residual biomass to installing solar panels for selfconsumption.
With regard to the Sustainability Strategy, we made major progress in 2022 in meeting our commitments, and consolidated our contribution to the Sustainable Development Goals and the principles of the United Nations Global Compact, which are fundamental in the areas of human rights, labour practices, environmental protection and anti-corruption.
Alongside its commitment to the accelerated and sustainable growth of renewable electricity production, Greenvolt aims to leverage the knowledge of its teams to help, in a fair and democratic manner, other companies and families in taking the step of energy transition.
We recognize that Greenvolt's remarkable growth and expansion are only possible with diverse, motivated and dedicated teams. The Action Plan for Diversity, Equality and Inclusion, approved in 2022, embodies Greenvolt's ambition to promote diversity as a competitive advantage, and to strengthen a culture of equal opportunities and inclusion, where all perspectives are valued, essential conditions for the defence of human rights, non-discrimination and sustainable development.
Everything we have done and intend to do has only been possible due to the soundness of our capital structure, human resources and organization. In this regard, I would like to highlight the creation of a Continuous Improvement Department in 2022, which reflects our commitment to promoting excellence and sustainable growth, and achieving our goal of leading the transition in this turbulent environment in which we live, with a unique and fair value proposition that we are confident will contribute towards the sustainable development of the economy, the planet and society.
10 1. GROUP PRESENTATION
Finally, I would like to thank all those who, together, have allowed Greenvolt to be a symbol of ambition, innovation and dedication: our customers for trusting Greenvolt's differentiated value proposition; our suppliers for being the ideal partners in developing our business plan; our investors and regulators for their ongoing support in our ambition to grow; and finally our employees, since only their daily dedication can give us the confidence to truly achieve our goals.
João Manso Neto

In fact, the war helped to cause a paradigm shift in the electricity generation system in Europe. It is a fact that electricity prices had already been on the rise for months, but the war has truly revealed Europe's dependence on a small group of gas suppliers, creating the need for greater energy independence on the continent, which is only possible with a massive investment in renewable energy sources.
I think Greenvolt's business model fits perfectly with this world we live in, collaboratively leveraging the three cornerstones on which the company is positioned.
The production of electricity using residual biomass – being sustainable and a baseload technology, i.e. able to operate at any time of the day or night – guarantees a stability of cashflows to support the other two cornerstones: utility-scale and distributed generation.
As a consequence of the war, the permits needed to move forward with new solar and wind farms will certainly be less difficult to obtain, but they will never be easy, because these larger projects conflict with biodiversity and other interests, such as historic or bathing areas. Hence the importance of our second cornerstone, as well as prioritizing smaller, less intrusive projects.
On the other hand, distributed generation, which is smaller and located in humanized areas, has been well embraced by the population and requires less bureaucracy, giving it a shorter time-tomarket. In this context, the importance of our third cornerstone is unquestionable. According to the European Commission, it may account for 30% of electricity consumption in Europe by 2030.
12 1. GROUP PRESENTATION
I would say that there are two things that fundamentally distinguish us from other companies. The first is the fact that we have three business cornerstones (there is no other company that combines biomass, utility-scale renewables and distributed generation) spread across various regions, and the second is agility in our decision making.
Greenvolt has grown a lot, without ever losing sight of the principle of subsidiarity. Every employee is empowered to make decisions at his or her own level, and only when this is not possible does it move up to a higher level. This way of working also appeals to those who are involved in projects, and can see their efforts recognized sooner rather than later.
It is also important to mention that we have been implementing control and auditing mechanisms to ensure that autonomy is managed in an efficient manner.
We can say that the year has gone quite well. In Portugal, the biomass power plants are at cruising speed, and the Ródão power plant – which underwent a prolonged investment project, including a major repair of the turbine (after 100,000 hours of operation), which boosted its availability and its injection capacity – has already returned to normal, with the operational load factor improving from 69% (2020) before the repair to 74% (2022) after the repair.
In the United Kingdom, this was the first year that Tilbury was managed exclusively by us.
When we made the decision to buy this power plant, it was clear that we were doing so because we knew that, besides being a stable business, there was room to make it more efficient. In 2022, phased measures had already been planned and scheduled to bolster the plant's productivity, and they have already begun to be implemented.
In the Business Plan we presented to the market when we announced the capital increase (in June 2022) we envisaged the possibility of growing both organically and inorganically in this sector. It is not an obsession. In Portugal, there are a couple of sites with enough abundant biomass to create a new plant, which could help mitigate the risk of forest fires.
We do not foresee the likelihood of building plants from the ground up outside of Portugal, but if an asset similar to Tilbury appears, that is, with regulatory stability, abundance and proximity to raw materials and the possibility of operational improvements, we will study the respective dossiers.
It's true, Greenvolt is no longer a company with projects and growth plans, since we have proven that we can deliver on what we have committed to do. There were some changes throughout the year, namely in the new business plan we unveiled before the capital increase.
I would say that perhaps the most important was the decision, after developing the solar and wind farms and obtaining all the authorizations to be able to start construction, to actually build a large part of them, and only selling them when completed.
We realize there is a greater appetite from those who want to operate renewable assets to buy something already built, and we want to capitalize on this trend, because we know the construction risk is low, and we have enough experience to design, deliver and sell turnkey projects.
It takes longer to monetize because you have to consider the construction timeframe, but at the end of the day, it is more profitable.
I would say that this business will never be easy because, as I have said, it often faces competition from biodiversity or historical sites. Moreover, it takes time to get all the licenses, although we are confident that in 2023 we will meet the goals announced to the market, since doing so is absolutely imperative for all the teams.
We are fully aware that meeting the commitments laid out in the capital increase is the great challenge that lies ahead of us.
2022 was the year in which we created Greenvolt Comunidades and Greenvolt Next Spain, the latter aimed at serving B2B clients, continuing the growth of Greenvolt Next Portugal and Perfecta Energía.
In Portugal, we have a company more focused on corporate self-consumption without sharing the electricity produced, through Greenvolt Next Portugal, and Greenvolt Comunidades, focused on collective self-consumption. The two together have managed to sign contracts to install more than 100MWp in capacity, which shows that we are competitive and growing at a good speed, being among the market leaders at the very least.
14 1. GROUP PRESENTATION
In 2023, we want to strengthen and consolidate the existing business, and believe that we will have passed the phase of incurring losses. We invested heavily in 2022 in people and the ability to source, install and service existing and future customers. In 2023, we will be in a position not only to extract value from the investments already made, but also to expand into other geographic areas, namely in Europe.
This business is still in a relatively embryonic stage, and the existing companies are very localized and relatively small. As such, we are examining the possibility of expanding inorganically into other markets, while always keeping the current partners, or even creating companies from scratch, if the conditions are right.
We like to be financially sound, but also flexible enough to make investment decisions quickly. One of our company's characteristics is its agility, which can only be achieved with a strong balance sheet. This is why we bet on a €100 million capital increase and a €150 million green bond issue dedicated to retail which, in a few short days, reached its capital-raising target, which helps to show that many people understand and agree with our growth strategy.
These two transactions, supplemented in 2023 with the issue of €200 million in convertible bonds fully subscribed to by the prestigious international investment fund KKR, benefited from the support and good relationship with our bankers and the Portuguese Securities Market Commission (CMVM), who I wish to thank.
In fact, people, organization and financial structure are probably the main critical factors in Greenvolt's success. We want to continue to attract and retain high-quality people in the various regions where Greenvolt operates, maintain a resilient, well-balanced financial structure with low liquidity risk, a strong cash position that enables us to accelerate future growth and robust technical infrastructure to support our operations.
In 2022, we implemented an e-learning program for 100% of our employees to raise awareness on issues involving ethics, compliance and diversity, and a social responsibility program called "S.T.O.P. Rethink Your Impact", which promotes community proximity and greater employee engagement through volunteer work, among other initiatives.

VISION
To create sustainable value from the sun, wind and forests for the benefit of society, shareholders and employees.
To have a positive impact on the world driven by renewable energy, aimed at sustainability, innovation, fairness and energy independence.
Integrity, transparency and honesty are part of every decision-making process, and relationships with all our stakeholders are guided by criteria of loyalty, rigour and good faith. These ethical principles are the basis of the four fundamental values that guide the Greenvolt Group:




ENVIRONMENTAL SOCIAL FINANCIAL 37.177 tCO2e (Scope 1 e 2) 24.092 tCO2e (Scope 3) 486 Total emissions scope 1, 2 and 3 Employees Green Bonds Issuance
0.031 tCO2/MWh 18% reduction compared to 2021 192 Carbon intensity Women (40%) EBITDA
182,480 tCO2 294 Avoided Emissions from Biomass Men (60%)
90% 36%
6 (5 PT + 1 UK) 12 233.0€ Million Biomass power plants Geographies CAPEX
572 MW 8.5€ Million MW under construction or in Operation OPEX
1,078.6 GWh Electricity injected in the grid 255.2€ Million
39.4 MWp (98% of total Revenues) MW installed – Distributed Generation

Waste recovered Women in the Board of Directors

150.0 € Million
92.0 € Million

GREEN TAXONOMY
(96% of total Capex)
(76% of total Opex)
Green Revenues
Greenvolt is a reference company on the Portuguese market and a recognised economic agent on the international renewable energies market, where it develops a strategy completely focused on renewable energies, based on three pillars: residual biomass, development of wind and solar utility-scale and distributed generation.
This segment is the genesis of Greenvolt, where the Group has been operating for more than 20 years. With plants in Portugal and the United Kingdom, the six power plants owned by Greenvolt generate electricity from forestry and agricultural waste (PT) and urban wood waste (UK), valuing such waste and at the same time helping to clean up forests, and contributing to mitigate the risk of wildfires.
As a company focused on energy transition, Greenvolt is also engaged in the development and construction of solar and wind projects, mostly through the subsidiaries owned by Greenvolt Power Poland and Sustainable Energy One, as well as its associates MaxSolar and companies in partnership with Infraventus. Greenvolt is thus vertically integrated in the value chain as it holds a full set of in-house capabilities across all value chain activities, such as development, construction management, and energy exploration and management.
Greenvolt is also betting on this fast-growing segment, which is being actively promoted by European Union governments, thus capturing growth opportunities that enhance strategic access to the consumer in the energy transition, while increasing the company's commitment to energy transition and carbon neutrality.
20 1. GROUP PRESENTATION
Greenvolt is present in 16 geographies, with 486 employees in 12 of these geographies.


The shareholder structure of Greenvolt is split between qualified investors (with a holding of more than 5%), institutional investors and small investors (retail).

The main event of 2022 regarding Greenvolt's shareholder structure was the capital increase reserved to existing shareholders in the amount of 100 million Euros in July 2022, where
17,252,191 new shares were issued with a value per share of 5.62 Euros. The transaction was extremely well received by the market and was marked by strong demand, which amounted to 186.8% of the offer, with subscription rights alone guaranteeing 97% of the amount requested from investors. The main objective of the capital increase was to accelerate the execution of Greenvolt's strategic plan.
It is also relevant to note that throughout the year Altri decreased its participation in Greenvolt: in May, by dispersing part of the shares it held in Greenvolt, through the attribution of a dividend in kind to its shareholders, totalling 52,523,229 shares, representing about 39.6% of the share capital at the time, and later, by not participating directly in the capital increase of July, and assigning the subscription rights to its shareholders.
At Greenvolt, we aspire to an energy transition of everyone for everyone
For the very first time, we now present our value creation model, which aims to provide a comprehensive and integrated view of Greenvolt, and allow stakeholders to more objectively assess our performance.
At Greenvolt, we produce 100% renewable energy through various technologies in different geographical areas, with the ambition of contributing to the fight against climate change and promoting a more balanced and sustainable planet from an environmental, social and economic standpoint.
Based on an ambitious vision and a sense of purpose that mobilises us as a company, our value creation model integrates the way in which we organise and govern our business, through our differentiated strategy and assets that seek to create and/or preserve value in the short, medium and long term for our shareholders, customers, employees, partners and society at large.
This is supported by an enlightened and responsible leadership in tune with external circumstances, a differentiated and ambitious strategy which identifies and manages the main risks and leverages opportunities, setting strategic goals and strategies to achieve them, careful resource management and specific action and monitoring plans.


25 1. GROUP PRESENTATION
| Financial | |||
|---|---|---|---|
| 12 260 ME Revenues | - Sustainable growth | ||
| 592 ME EBITDA | - Diversification of sources and types of financing | ||
| - Minimising financial risks | |||
| Financial Statements Chap. 5 and 6 | |||
| Human | |||
| 1940% Women / 60% Men | - Promotion of diversity and equal opportunities | ||
| 526 % Women in leadership positions | - Promotion of employees' development and skills | ||
| 15/01 Iraining hours per year | - Promotion of occupational health and safety | ||
| Commitment to People Chap. 4.3.2 | |||
| Material | |||
| 51 079 GWh Renewable energy distributed | - Operational excellence / efficiency in renewable | ||
| 5572 MW of large-scale assets in operation or under construction |
energy production - Promotion of safety of equipment and facilities |
||
| r= 39 MWp Installations in the DG | - Quality delivery | ||
| Strategic Axes Chap. 2.2 Financial Statements Chap. 5 and 6 |
|||
| Natural | |||
| 1 - 37,177 ton CO2e (Scope 1 + 2) | - Reduction of GHG emissions | ||
| r=24,092 ton CO2e (Scope 3) | - Preservation of biodiversity and ecosystem services | ||
| 179 Kton of waste generated | - Promotion of Circular Economy | ||
| and 162 Kton recovered [= ] . 4 Million ton of biomass consumed |
Climate and Energy Chap. 4.3.1 Biodiversity Page Chap. 4.3.1 Circular Economy Chap. 4.3.1 |
||
| Social/Relational | |||
| "> Volunteer and community support initiatives |
= Promoting social investment | ||
| '7 > 1000 Suppliers | - Promotion of an ethical and transparent culture among with suppliers |
||
| GESG Ratings | - Reputation and recognition. | ||
| Community Chap. 4.3.3 Responsible Supply Chain Chap. 3.8 ESG Ratings and Indexes Chap. 2.5.5 |


| 2.1 Trends and catalysts for change | 29 |
|---|---|
| 2.2 Strategic Positioning | 32 |
| 2.2 Sustainnability | 39 |
| 2.3.1 Approach to Sustainability | 41 |
| 2.3.2 Materiality | 41 |
| 2.3.3 Strategic Sustainability Plan | 45 |
| 2.3.4 ESG Commitments | 47 |
| 2.3.5 Sustainability Management | 56 |
| 2.4 Risk Management | 58 |
| 2.5 Financial Sustainability | 67 |
| 2.5.1 Sustainable Financial Policy | 67 |
| 2.5.2 Issuance of Green Bonds | 67 |
| 2.5.3 Sustainable Finance | 68 |
| 2.5.4 European Taxonomy | 70 |
| 2.5.5 ESG Ratings and Indexes | 75 |
Throughout 2022, the energy market continued to be affected by very high prices, a trend already observed in 2021, which worsened with the invasion of Ukraine by Russia and its respective impact on oil and gas prices.
This new reality has made the need to guarantee energy independence in Europe even more clear, accelerating current and future market development, both due to regulation and to market agents seeking to avoid exposure to high energy prices. In 2022, and for the first time, wind and solar electricity generation in Europe (22% of the total) was higher than that of fossil fuels (20%), with solar energy generation registering a record increase of 39 TWh (+24%)1 .
For the future, the share of renewables is estimated to continue to increase, with total installed solar capacity in Europe expected to be 262 GW by 2023, and more than double to 484 GW22 by 2026.
The acceleration of energy transition and independence has also strengthened one of Greenvolt's strategic markets, that of distributed generation. Partly as a consequence of the energy crisis, this segment, defined here as "rooftop solar", has grown more than expected in 2022, increasing by 45%, and it is estimated that by 2026, 59% of Europe's cumulative installed solar capacity will be on rooftops2 .

The energy market changes have also had impacts on the biomass supply chain, with some short-term effects, such as the increase in fuel prices in Portugal or the rising inflation in both Portugal and United Kingdom, putting added pressure on the biomass price.
1 European Electricity Review 2023 by EMBER
2 EU Market Outlook for SolarPower 2022 – 2026, published by Solar Power Europe
The complementary nature of electricity generation using biomass with other renewable energies may, in the near future, enhance the use of synergies such as hybridisation or CO2 capture projects.
In macroeconomic terms, historically high levels of inflation were recorded, firstly driven by disruption in global supply chains, and secondly aggravated by the energy crisis in Europe itself. Continued inflationary pressures have inevitably led to a sharp rise in financing interest rates in both Europe and the United States.
All these developments, both political and economic, have had a direct impact on Greenvolt's activity, serving to strengthen its strategy. Firstly, an increase in demand for power purchase agreements (PPAs) was observed in response to high electricity prices, a mechanism that Greenvolt favours in its operations. Secondly, the return of volatility to the markets, whether due to inflation or interest rates, led to greater investor demand for renewable energy generation parks already in operation, thus avoiding the increased risk of building them, and as a result, Greenvolt reinforced its capital. Finally, the trends observed reinforce our view that the future of the energy sector lies in self-consumption, which Greenvolt has identified as a priority since its inception.
The year 2022 was heavily affected by the invasion of Ukraine by Russia and the consequent impacts on rising gas and electricity prices and the risk of energy supply security. Both within Europe and nationally, there have been numerous exceptional regulatory initiatives in order to mitigate the negative economic, political and social effects of the energy crisis. Such interventions included measures with diverse objectives, such as reducing energy demand, accelerating the implementation of renewable energies, controlling final consumer prices, or raising revenue to finance measures to combat the energy crisis.
The "RePowerEU" plan, presented by the European Commission in May 2022, stands out as the flagship initiative in response to the geopolitical crisis, attempting to end Europe's dependence on Russian fossil fuels. Building on the "Fit for 55" legislative package, the plan presents several measures aimed at accelerating the contribution of renewables in the European energy mix, increasing energy efficiency, and diversifying the supply of energy sources.
For example, as regards renewables, this package includes an increase of the renewable energy target to 45% in 2030 (compared to 40% in the Fit-for-55 package), as well as an ambitious strategy to develop the solar sector on several fronts, with a target to double installed capacity by 2025 (320 GW) and 600 GW in 2030. An initiative of great relevance for Greenvolt is the "Solar Rooftop Initiative", which includes specific measures to promote decentralised solar energy, such as the inclusion of an obligation, from 2026, to incorporate solar energy in new public buildings and, from 2027, in commercial buildings. The REpowerEU plan also addresses one of the major barriers to energy transition - the licensing of renewable energy projects - with legislative measures and best practice recommendations to speed up and simplify these processes. Finally, measures to facilitate long-term PPA contracts between companies, as well as to promote the use of green hydrogen in industry, are also presented.
Many of these initiatives, presented as amendments to European Union directives, such as the Renewables Energy Directive or the Energy Performance of Buildings Directive, were still under
negotiation by the European Parliament and the European Council at the end of 2022. In any case, a clearly positive impact of this package on Greenvolt's activity is expected.
The second half of the year also saw other regulatory initiatives relevant to the renewable sector. Based on a proposal from the European Commission of 14 September, Council Regulation (EU) 2022/1854 of 6 October 2022 on emergency intervention on the European energy market to deal with high electricity prices was adopted. This intervention is based on four pillars: (1) Coordinated reduction of demand, with a binding target of a 5% reduction in peak-hour electricity demand; (2) Revenue cap on inframarginal electricity producers; (3) Solidarity contribution by fossil fuel companies; and (4) Consumer Support Measures.
Among the proposed measures, the cap of €180/MWh applied to the market revenues of inframarginal producers in the EU, regarding renewable technologies such as solar and wind, is notable. The measure was adopted on a temporary basis, running from 1 December 2022 to 30 June 2023, with some flexibility still given to member states to maintain or introduce measures that further limit producers' market revenues. This instrument has thus introduced some instability, considering that there is a lack of harmonisation in the implementation of the regulation by Member States which opted for very different limits.
At the end of the year, and in line with the EU Repower plan, Council Regulation (EU) 2022/2577 of 22 December 2022 was also published, establishing a temporary system to accelerate the deployment of renewable energy. The instrument establishes temporary emergency rules with a special focus on technologies and projects that can accelerate short-term renewable energy production. The decentralised solar energy segment (i.e. individual and collective selfconsumption projects) significantly benefits from the new rules establishing a maximum threemonth time limit for licensing the installation of solar energy equipment, as well as storage assets in artificial structures, provided that the main purpose of these structures is not to produce solar energy. Other new rules benefiting the renewable sector include the presumption of overriding public interest of Renewable Projects for the purposes of EU environmental legislation, or the simplification of processes for retrofitting renewable energy plants.
It should be noted that also at the end of the year, EU Member States reached an agreement to cap gas prices in the main European gas market (TTF). Due to the sharp rise in gas prices recorded throughout the year, with a negative impact on the European economy, and its domino effect on electricity prices and increase in overall inflation, the European Commission decided to propose a temporary instrument of intervention on gas prices when extreme events occur. A mechanism was therefore approved with a planned date of entry into force on 15 February 2023, establishing a limit of €180/MWh on the TTF gas market if the price exceeds this value for three consecutive working days and if it exceeds the global LNG prices by more than €35/MWh for the same period.
Finally, also at the end of the year the Council and European Parliament reached a preliminary agreement on the carbon emissions market, one of the key pieces of legislation included in the Fit-for-55 package. The carbon market is a central instrument in the decarbonisation of the European economy, and since its introduction in 2005, EU emissions have decreased by 41%. Among other measures, the new agreement foresees the reduction of emissions from the sectors covered by this market by 62% by 2030, compared to 2005 levels. This represents a substantial increase of 19 percentage points compared to the 43% reduction anticipated in current legislation.
Greenvolt is a leading company in the renewable energy market, with experience in the operation of forest residual biomass power plants dating back to 1999, and was conceived as an agent of change for society.
This change contributes to fight climate change and to reach carbon neutrality in terms of electricity production, promoting a fairer and more democratic energy transition by offering concrete solutions that enable families and companies to save on electric energy costs.
Its operations are divided into three fundamental areas: renewable residual biomass, development of wind and solar utility-scale projects, and distributed energy generation, all three of which are based on sustainability.

.
One of the main pillars of Greenvolt's business is the operation and development of biomass power plants in Portugal and the United Kingdom.

Renewable residual biomass is a market segment in which the company has a track record of over 20 years, being a market leader in Portugal and a benchmark operator on the European scale.
In Portugal, Greenvolt's power plants use mainly residual forest biomass. This biomass is a renewable fuel that makes sense to use in renewable electricity production. It generates very positive externalities for the communities where the power plants are located and for the country as a whole: on the one hand, it creates incentives for cleaning up the forests by developing local biomass markets and, on the other hand, by contributing towards more appropriate forestry practices, it is considered a powerful mitigating agent against the seasonal forest fires that ravage the country every summer.
The power plant in the United Kingdom, Tilbury Green Power, obtains electricity solely from urban wood waste derived from activities such as demolition and refurbishment. This contributes to the recycling and use of such waste, avoiding its disposal in landfills.
At the same time, Greenvolt is committed to analysing the feasibility of projects that allow the reuse of by-products and process waste, such as ash resulting from the combustion of biomass boilers, thus promoting the circular economy.
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This business area is therefore, due to its raw material (residual biomass), a DFR ("design for recycling") strategy, in which the logistics chain is set up to take advantage of the by-products of its activity, while simultaneously investigating ways of capturing carbon to serve other industries, based on a "road to net zero" philosophy.
Greenvolt currently owns five biomass power plants in Portugal and one biomass power plant in the United Kingdom:
| Power Plant | Country | Injection capacity (MW) (1) |
End of tariff period |
|---|---|---|---|
| Mortágua | Portugal | 10.0 MW | August 2024 |
| Constância | Portugal | 13.0 MW | July 2034 |
| Figueira da Foz I | Portugal | 30.0 MW | April 2034 |
| Ródão Power | Portugal | 13.0 MW | November 2031 |
| Figueira da Foz II (SBM) | Portugal | 34.5 MW | July 2044 |
| Tilbury Green Power | United Kingdom | 41.6 MW | March 2037 |
(1) According to the respective license
The operation of biomass power plants, namely, their ability to maintain high load factors over time, depends on permanent access to residual biomass supply.
All Greenvolt biomass power plants have secured residual biomass supply through long-term biomass supply contracts, which include pre-defined quantity, quality and delivery time requirements.
The operation of the biomass power plants is secured through long-term operation and maintenance contracts that establish minimum service level indicators and the obligation to carry out preventive maintenance, complete repairs, or the replacement of damaged equipment.
In this regard, during 2022, the Tilbury Power Plant had a scheduled maintenance outage of 18 and 11 days, during the first and second half of the year respectively, in the framework of the investment plan defined to improve the performance of the power plant, to be implemented also during the year 2023.
Our operations in this sector injected 1,026 GWh of renewable energy during 2022, thus avoiding the emission of around 182,000 tonnes of CO2 into the atmosphere.
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Greenvolt's second strategic segment focuses on the development of utility-scale solar photovoltaic and wind power projects, which is essential for energy transition and independence. In this segment, Greenvolt operates through several subsidiaries and affiliates, namely, Greenvolt
Power, SEO, Infraventus and Max Solar, with presence in 16 countries and a pipeline of 6.9 GW to be developed in 13 countries.

Greenvolt's positioning focuses primarily on the early stages of the renewable value chain, namely in project development, where the financial investment required is lower and the differentiating factor is the human capital specialised in identifying potential locations and in the licensing of processes.
Within the scope of the defined strategic lines, and in order to maximise the value generated in this phase, Greenvolt is increasing its investment effort and prolonging the development of part of the assets in the pipeline from "Ready to Build" (RtB) to ready to start operating ("Commercial Operation Date" (COD)). The reinforcement of its presence in the construction phase responds to a trend of operators/buyers which have shown a growing interest in acquiring electricity generating parks through ready to operate renewable sources, thus avoiding the construction risk and adjusting in return the valuations of the assets in COD. Through its experienced and specialised team, Greenvolt is able to mitigate this risk, making the return involved in the projects more attractive.
This segment is mostly monetised through the sale of assets that are RtB or COD, anticipating that, according to the defined business plan, only 20% to 30% of the projects developed and in operation will be kept on Greenvolt's balance sheet.
In 2022, the energy market suffered a significant jolt with the invasion of Ukraine by Russia, mainly through the increase in gas prices, aggravating a reality already observed since the end of
2021, consisting of higher energy prices on the European continent. This scenario has led to an acceleration of the European Union's energy policies and targets, with the European Commission, through the RePowerEU plan, adopting a crucial goal, the energy independence of Europe, in which renewable energy sources stand out as the cleanest and cheapest natural alternative. This plan consists of a diverse package of measures, including increasing the renewables target for 2030 from 40% to 45%, and a dedicated European solar strategy to double installed solar capacity by 2025 and install 600GW by 2030.
Greenvolt consolidated its strategic and geographic positioning through acquisition, incorporation, or partnerships with several companies, namely Max Solar in Germany, SEO in Spain, and Infraventus in Portugal, and Greenvolt Power increased its geographic presence by entering eight new countries.
The markets in which Greenvolt is present are carefully chosen, looking for geographical regions with specific aspects aligned with our value creation proposal: scarcity and difficulty of implementation of renewable projects, increasing value of approved or built projects, or countries with an energy mix highly dependent on fossil sources such as coal and in need of cheaper generation alternatives, such as renewable energy from the wind and sun, which has seen a reduction in the "Levelized Cost of Energy" (LCOE) over the past few years.
During the year under review, Greenvolt validated its value proposition through the sale of 50 MW of wind assets in Poland, to which a PPA, previously executed with T-Mobile Polska, is associated. A second PPA was also executed with BA Glass for a 14 MW project in Poland, which part is already build and part is under construction.
The pipeline developed positively, attaining 6.9 GW at the end of the year, of which 2.9 GW should be at least RtB by the end of 2023, and of these, 500 MW built or under construction.
Greenvolt's main focus is to meet the goals set for 2023 for its markets, through the various local teams specialised in project development, both in the most complex licensing phase and in construction risk management, always considering a sustainable financial structure as a priority. At the same time, it continues to meticulously explore growth opportunities in which its strategy has added value, with priority given to a policy of cooperation with local partners.
The distributed renewable electricity generation segment consists of small-scale solar power generation, essentially targeted at self-consumption. This business area is the most recent in the Group's business portfolio, but also the least explored by the market in which Greenvolt operates through Greenvolt Next, in Portugal, Spain and Poland, and Perfecta Energía and Greenvolt Comunidades, which focus only on the Iberian Peninsula.

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In this segment, Greenvolt positions itself along the entire value chain, from attracting customers to the installation of self-consumption plants, offering installation services, and being able to associate electricity supply contracts with a fixed price for an agreed period with the producer (PPA), relieving the latter of the need for initial investment.
Strategically, Greenvolt is dedicated to the "Business to Business" (B2B) sectors, in which it believes it has greater comparative advantages, both in terms o market penetration capacity and through synergies with other business areas and the implementation of new products. Greenvolt also operates in the collective self-consumption market, which it considers to be strategic, through the creation and management of energy communities, where the surplus production of a self-consumption installation is shared with other community members.
Considering the difficulty of operating the utility-scale electric energy production market, whether due to the complexity and length of development processes, or the scarcity of suitable sites, the
distributed generation segment represents a solid opportunity for growth. This segment is also a possible solution to the global problem of independence and access to energy, promoting a more democratic and inclusive energy transition by taking advantage of unused spaces such as rooftops for self-production, thus avoiding the landscape and environmental impacts, in some cases negative, of utility-scale developments, and guaranteeing autonomy for small producers. Rooftop solar power installations in Europe reached a record 25 GW in 2022 (8GW more than the previous year), and are estimated to increase steadily in the coming years, reaching 43 GW of installations in 20263 .
During 2022, Greenvolt expanded its presence in Spain through the acquisition of Greenvolt Next Spain (formerly Univergy) and the launch of Perfecta Industrial, with focus on B2B customers. It launched Greenvolt Comunidades in Portugal and entered Poland through Greenvolt Next. Already during the 2023 financial year, it added two new markets to the segment, through partnerships concluded in Greece and Italy, two markets with high potential for distributed electricity generation, given the high market prices and the strong presence of B2B companies looking for solutions to mitigate this cost. Following these expansion efforts, Greenvolt continues to actively assess various investment opportunities in other geographical regions, with the aim of further strengthening its presence across Europe.
The year was marked by an acceleration of operations in Portugal and Spain, with 39 MWp being installed, a 71% increase compared to the previous year, and ending with a backlog of 149 MWp in signed contracts.
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Sustainability is at the heart of everything we do
As a 100% renewable energy company, sustainability is intrinsically associated with Greenvolt's strategy. This positioning directs its ambition to lead the energy transition and actively contribute, in line with the Glasgow Climate Pact approved at COP26, to the goal of limiting temperature increase to 1.5°C, as decided six years ago in the Paris Agreement.
With almost 500 employees, spread across 12 countries, and in a socio-economic context where issues such as energy independence and security are at the top of everyone's concerns, Greenvolt anticipates even faster growth in the future, with ESG (Environmental, Social and Governance) criteria guiding its operations and long-term strategic planning.
3 EU Market Outlook for SolarPower 2022 - 2026, published by Solar Power Europe

Since the IPO in 2021, when it joined the PSI independently from the Altri group, Greenvolt is addressing the risks and opportunities of sustainability in its business strategy throughout its value chain, via structured processes across the group, based on respect for human rights as a critical success factor.
The year 2022 continues to be heavily affected by the invasion of Ukraine by Russia, and consequent impacts on the sharp rise in gas and electricity prices and the risk of energy supply security. Both in European and nationally, there have been increased exceptional regulatory initiatives in order to mitigate the negative economic, political and social effects of the energy crisis. These interventions have covered measures with diverse objectives, such as reducing energy demand, accelerating the implementation of renewable energies, controlling final consumer prices, or raising revenue to finance measures to combat the energy crisis.
In addition to the evident concern with the context of the energy market, other issues are increasingly important and are regularly present in the ESG agenda of investors, managers and government leaders, such as the protection of biodiversity and the preservation of the environment in a broader sense, but also social issues related to diversity, equity and inclusion, and the well-being of employees.
At Greenvolt, we follow the evolution of these challenges, study the trends and act accordingly. The company has a long-term vision in the way it runs its business and relates to the different stakeholders, committing itself to having a positive impact on economic development and social progress, and above all on people's quality of life and the planet.
Due to the growing awareness of the need to accelerate the implementation of energy from renewable sources, we would like to reinforce our commitment of wanting to be part of the change for Society and for the Planet.
A change in the right direction:
Over the last two years, Greenvolt has been defining, developing and refining a set of principles, policies and initiatives to which it voluntarily subscribes, and which underlie lines of action to ensure responsible management in ESG dimensions, helping to achieve the defined strategy.
In parallel, in order to guarantee adjustment to a market in permanent change and to focus our performance on what is most relevant at each moment, sustainability management is based on cycles aligned with the Group's strategic planning cycles.
For the first strategic sustainability cycle of the Group referring to the 2022-2025 period, we adopted a structured approach of continuous evolution and focused on value creation, based on five steps:

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Materiality seeks to provide guidance in relation to the themes that will constitute the focus of the Sustainability Strategy in the 2022-2025 cycle and, consequently, the content of the Sustainability Report.
At the end of 2021, we conducted a materiality analysis using a multidisciplinary, cross-cutting methodology among different companies belonging to the Group. This analysis allowed us to identify the most relevant ESG topics for the company and stakeholders, considering the results of the consultation process (section 3.2. " Stakeholders Management") and the relevance of the same topics for Greenvolt's strategy, crossing these two axes in a matrix.
For Greenvolt, material topics are those that have the potential to affect the company's value creation in the short, medium and long term and that are recognised as important to the different stakeholder groups.
To ensure the suitability of the defined Strategy, the materiality analysis is dynamic, and so we monitor market changes, reporting trends, investors' concerns and stakeholders' expectations on
an annual basis. In 2022, a review of the material issues identified in 2021 was carried out to reflect the reference context for Greenvolt and stakeholders. No significant changes were identified in the materiality matrix, with most of the topics occupying the same position. However, the following updates stand out:
The materiality analysis process took into consideration the recommendations of the GRI Standards. In 2023, and in line with the growing adoption of the "double materiality" methodology and the creation of the European Sustainability Reporting Standards by the European Financial Reporting Advisory Group (EFRAG), we will assess the need for adjustments to the methodology and review the materiality process to ensure it is aligned with best practices, international standards and the expectations of our stakeholders.
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In 2022, 14 priority topics (Level 1), considered the most material in both axes - for stakeholders and for the business - were identified. As such, these topics are the focus of Sustainability strategy and reporting during the 2022-2025 cycle.
The Level 2 ("Relevant") topics are also important for creating value in the medium and long term, and are key parts of our management approach to sustainability. The topics "Energy Efficiency" and "Circular Economy" are notable, as, given their importance for the creation of long-term value, and their relationship with highly relevant topics, were also incorporated in the 2022-2025 Sustainability strategic plan. The remaining issues are already robustly addressed by our management policies and practices.
The Level 3 topics (lower left quadrant) are of "relative importance" and therefore not directly addressed as ESG strategic priorities. However, these issues are covered by Greenvolt's various policies and processes for continuous monitoring and management. An exception to this is the topic "Governance Model", which is intrinsically associated with the strategic pillar "Responsibility and Ethics".
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b. Fight against corruption and bribery: Implementation of mechanisms to prevent and combat corruption and bribery (e.g. procedures for confidential reporting of irregularities, independent investigative bodies).
c. Environmental and socio-economic compliance: Acting in strict compliance with the legislation and regulations and/or policies applicable to Greenvolt's business and activities, as well as preventing, detecting and resolving any non-conformities that may arise.
The Strategic Sustainability Plan 2022-2025 is organised around four strategic pillars of action, and encompasses clearly defined commitments and targets that reflect the results of materiality and consider the maturity of the company in the different aspects of sustainability.
The monitoring of commitments and targets allows for identification of the level of performance in their implementation, while at the same time allowing our contribution to the Sustainable Development Goals (SDGs) of the United Nations to be mirrored systematically (in particular those identified as highly relevant for business and society), although this contribution is largely complemented by various other initiatives, which are described throughout this report.
Annually, targets are monitored and, where necessary, new targets are set or revised, to ensure that Greenvolt continues to drive its ESG commitment in the right direction, adjusting commitments and action plans where necessary and in alignment with the business. In this regard, objectives intrinsically associated with growth in the business, such as Greenvolt's operational balance sheet capacity and development pipeline, have been updated to reflect the update made to the Strategic Plan, now publicly available until 2026.

As a company operating in the renewable energy sector, we aim to have a positive and transformative impact on the planet.
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We recognise our people as the most valuable source of energy.

Planet People Responsibility and ethics Financial Sustainability
We pursue our ambition with ethics and responsibility, leading by example and ensuring that our management practices reflect our sustainability commitments.

We guide our growth goals through a solid and resilient financial policy, promoting sustainable projects and economic activities, backed by green financing instruments to promote energy transformation.




| Low carbon value chain | Disseminate climate risks and opportunities. |
opportunities related to climate change. Improve disclosure of climate related financial information. |
2022 we further aligned with TCFD recommendations and assessed the financial impacts associated with climate risks and opportunities (Section 4.3.1. Commitment to the Planet). |
|---|---|---|---|
| Energy Efficiency | Improving eco efficiency in operations |
Include the factor of energy efficiency when analysing all Greenvolt projects and operations. |
The technical specifications of new projects to be implemented in biomass power plants, or in other operations, comprise the energy efficiency factor and improved self-consumption as project guarantees to be complied with by the respective manufacturers. The guidelines laid out are quantified in the respective contract specifications, and vary according to the nature of the project to be implemented. As an example, the Mortágua Power Plant II project, developed in 2022, is fully in line with these guidelines. |
| Protecting biodiversity and preserving ecosystems |
Integrate biodiversity into the business strategy. |
Develop a Global Corporate Biodiversity Strategy. |
In 2022, the Corporate Biodiversity Strategy was developed and disclosed. In the coming years, the strategy's specific action plan strategy will be implemented. (Section 4.3.1. Commitment to the Planet). |

| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status |
|---|---|---|---|
| Sustainable Portfolio | Growth in renewable energy production |
On-balance-sheet operating capacity above around 2 GW in 2026 (versus 143 MW in 2021). |
The development of the project pipeline accelerated in 2022, having added 167 MW of assets in operation or COD during the year. |
| Develop Greenvolt's pipeline of 6.9 GW by 2026, keeping 20-30% of MWs on the balance sheet and selling the remaining MWs in both RtB and COD statuses. |
The target set is on track, with around 2.9 GW of projects reaching RtB or COD status by 2023, in line with expectations. By the end of 2022, there are already 591 MW in at least RtB. |
| Integrated Annual Report 2022 | ||
|---|---|---|
| "sreenvolt | ||||
|---|---|---|---|---|
| Account for GHG emissions in the value chain |
Establish an action plan, within the next two years, to complete the inventory of scope 3 emissions. |
The quantification of Scope 3 emissions for the material categories in the context of Greenvolt's activities and business was started in 2022, and is expected to be completed during 2023 (Section 4.3.2. Commitment to the Planet). |
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|---|---|---|---|
| Reduce the carbon footprint of our operations |
Reduce the carbon intensity of own operations by 45% by 2026 (compared to 2021). |
Greenvolt's carbon intensity in 2022 decreased by 18% compared to the base year, 2021, going from 0.038 tCO2e/MWh to 0.031 tCO2e/MWh. |
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| Low carbon value chain | Lay out a roadmap for carbon neutrality |
Explore possible ways for Greenvolt to achieve carbon neutrality, in line with international best practices. |
In 2022, a roadmap was developed for Greenvolt to define, communicate and implement a Net-Zero commitment. The inputs for this exercise were based on current best practices, as defined by different international initiatives, which we monitor and evaluate on an ongoing basis (Section 4.3.2.Commitment to the Planet). |
| Disseminate climate risks and opportunities |
Participate in the CDP Climate Change program. |
Considering the evolution in the alignment with the TCFD recommendations and Greenvolt's climate strategy, the preparation of the application to the CDP Climate Change programme for the next two years is on course. |
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| Energy efficiency | Improving eco efficiency in operations |
Reduce the biomass power plants' own energy consumption by 1.0%. |
In 2022, self-consumption of energy from biomass plants (in relation to total electricity produced) remained constant compared to 2021 (8.6%). |
| Protecting biodiversity and preserving ecosystems |
Integrate biodiversity into the business strategy |
Establish partnerships with stakeholders such as local authorities, NGOs and local communities to support biodiversity projects by 2025. |
In 2022, we joined the act4Nature Portugal initiative, promoted by BCSD Portugal. This initiative aims to mobilise companies to protect, promote and restore biodiversity. New partnerships with different stakeholders are being analysed to support projects through 2025. |
| Sustainable biomass | Align with the highest sustainability standards |
Ensure that renewable electricity produced from biomass by Greenvolt is certified according to RED II requirements. |
Decree-Law No. 84/2022, published on 9 December, transposes several RED II articles, including those on biomass fuels and their certification. According to Article 14, the decree-law considers that biomass extracted in Portugal in a manner compliant with the national legislation in force meets the criteria defined to minimise the risk of using forest biomass from unsustainable production. Compliance with the criteria will be verified through a voluntary scheme approved by the Commission, or through appropriate documentation to be defined in a national Ministerial Order, not yet published. Greenvolt is monitoring this issue to ensure that the biomass it uses in its power plants is certified according to RED II requirements. |
|---|---|---|---|
| Circular economy | Promote a circular economy |
Develop guidelines to prioritize the use of recycled materials in renewable energy projects. |
Greenvolt, as a member of SolarPower Europe,is permanently monitoring the development of the "SolarPower Europe Best Practice Guidelines", which include guidelines for circularity in the development of renewable energy projects. |
| People | |||
|---|---|---|---|
| Accomplished | |||
| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status |
| Diversity, equality and inclusion |
Increase diversity and inclusion |
Develop a Global Diversity and Inclusion Plan, taking specific local circumstances into account. |
The 2022-2205 Action Plan, approved by Top Management and disclosed in the Diversity, Equality and Inclusion Policy, sets out Greenvolt's action strategy and ambition for diversity, equality and inclusion. For Portugal, the 2023 Gender Equality Plan was also approved and disclosed, reinforcing and supplementing our vision of positioning ourselves as a company that widely promotes gender equality, at all organisational levels and in line with an ambitious human resources strategy. |
| Train 100% of employees on Diversity and Inclusion. |
E-learning for the entire organisation was launched for the purpose of raising awareness among Greenvolt employees on internal Policies and Procedures for addressing issues of diversity, equality and inclusion. This e-learning is part of the onboarding process for all new employees. The Policies on the above issues are publicly available at Greenvolt's website. |
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| Talent and Recognition | Invest in attracting and developing talent |
Develop an integrated people-oriented strategy to design and implement Human Resource Policies for the Greenvolt Group. |
Several policies were laid out in 2022, critical to the success of the integrated people-oriented strategy of the Greenvolt Group, namely the Performance Management and Benefits Policies. Starting in 2023, new policies may be defined (only if necessary and/or according to the needs identified). |
| Gauge employee satisfaction and make an action plan to improve results. |
The Climate Survey was launched in early 2023 to 100% of employees, with the aim of measuring their overall satisfaction and identifying areas for improvement. |
| Ensure a safe, healthy culture |
Develop a Global Safety, Health and Well-being Policy. |
The Occupational Health and Safety Policy, approved in July 2022, sets out the group's essential health and safety commitments and rules. It is publicly available at the website. |
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|---|---|---|---|
| Safety, Health and Well being |
Establish procedures and monitor health and safety metrics, including subcontractors. |
In 2022, monitoring procedures and reporting and communication mechanisms for Health and Safety metrics were implemented at Greenvolt. The 2022 accident claim metrics for employees and contractors are presented in "Section 4.3.2. Commitment to People". |
|
| Strengthen employee engagement |
Develop and implement a social responsibility and/or volunteering strategy |
The "S.T.O.P. Rethink Your Impact" responsibility programme was launched in 2022. The programme plans to develop at least two volunteer initiatives per year for employees by 2030. More information in "Section 4.3.2. Commitment to People". |
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| Communities | Fair and responsible energy transition |
Provide a specific contribution (monetary or in kind) to a community where a new renewable energy project is being developed and/or implemented by Greenvolt. |
In 2022, Greenvolt Communities launched the "Energy Wealth" initiative, which aims to support one social institution each year in its transition from low energy efficiency to an Energy Wealth status. The first institution was already chosen at the start of 2023, with the improvement project running throughout the year. More information in "Section 4.3.2. Commitment to People" |
| In Progress | ||||
|---|---|---|---|---|
| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status | |
| Diversity, equality and inclusion |
Increase diversity and inclusion |
Establish partnerships and/or programs to promote Gender Diversity |
In early 2022, we voluntarily subscribed to the Portuguese Diversity Charter of the Portuguese Association for Diversity and Inclusion (APPDI), adapted from the European Commission's Diversity Charter, a document that describes concrete measures that can be taken to promote diversity and equal opportunities at work. The establishment of new partnerships, namely to promote female talent in the renewable energy sector, is being analysed for implementation in the 2022-2025 cycle. |
| Talent and Recognition | Invest in attracting and developing talent |
Ensure that the necessary IT tools have been deployed so that employees are digitally empowered to do their jobs |
In 2022, various Greenvolt group companies were migrated to the same Microsoft 365 account, ensuring that all employees have access to Microsoft tools. Additionally, ERP systems (SAP) were implemented in Portugal and Poland - the largest companies in the group - and CRM for Portugal, Spain, Greece and Poland - for the companies in the distributed generation segment, ensuring that the largest companies have back office systems to support their daily activities. Some applications to support certain activities were also implemented (e.g. procurement portal to support the supplier process in order to ensure that they are accredited to be on site, among others). In 2023, the focus will be on guaranteeing that the ERP system is deployed in the other more relevant regions, as well as making applications available to streamline user tasks (e.g. application for HR management, application for the management of promotion of wind and solar projects, etc.). |
|---|---|---|---|
| Safety, Health and Well being |
Ensure a safe, healthy culture |
100% of biomass power plants certified according to recognised environmental, safety and health standards by 2025; Certification of Perfecta Energía and Profit Energy operations with recognized health, safety and environmental standards by 2025. |
At the beginning of 2023, the Health and Safety Team was expanded and the area became part of the Group's Sustainability Department, in order to meet the commitments laid out. Certification of the Mortágua biomass power plant is scheduled to occur in 2023. With this certification, 100% of the biomass power plants in Portugal will be certified according to international reference standards. |
| Enhance the balance between professional and personal life |
Launch, by 2025, two initiatives to promote work life balance and flexibility. |
The Work/Life Balance initiatives will be implemented after the results of the Climate Survey, aimed at 100% of employees. It is scheduled to be launched in 2023-2024. |
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| Communities | Fair and responsible energy transition |
Implement 50MW of community energy projects by 2025, lowering the energy costs and CO2 emissions of those involved (companies and families). |
Energy communities continued to grow above expectations in 2022, confirming the ambition that the proposed MW figure will be exceeded by the end of the strategic cycle. |

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Responsibility and Ethics

| Accomplished | ||||
|---|---|---|---|---|
| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status | |
| Assess indexing executive remuneration to ESG performance metrics and disclosing related information in the company's Remuneration Policy. |
ESG metrics were indexed to executive remuneration in 2022, following the approval of the Remuneration Policy. Further information is available in the 2022 Governance Report. |
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| Governance, ethics and transparency |
Acting responsibly and ethically |
Train 100% of employees in ethics, human rights and related policies. |
E-learning for the entire organisation was launched for the purpose of raising awareness among Greenvolt employees on internal Policies and Procedures to address issues of ethics, human rights, corruption, bribery and money laundering. This e-learning is included in the onboarding process for all new |
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| Train 100% of employees in fighting corruption, bribery and money laundering. |
employees. The Policies on the above issues are publicly available at Greenvolt's website. |
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| Anti-corruption and bribery |
Fight against corruption and attempted bribery |
Develop and implement programs to combat corruption, bribery and money laundering, in line with specific codes of conduct |
The Compliance Area was created with the mission of developing programmes to promote compliance with applicable legislation in force, specifically with regard to anti-corruption and bribery. The Compliance Programme's structure follows best practices, and already includes several key components, namely Policies, Procedures and Codes of Conduct, as well as training and awareness-raising activities on the subject. |
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| Proactively communicate the internal whistleblowing processes to 100% of employees |
E-learning for the entire organisation was launched for the purpose of raising awareness among Greenvolt employees on the internal whistleblowing mechanisms provided by Greenvolt. This e-learning is included in the onboarding process for all new employees. The Internal Whistleblowing Policy is publicly available at Greenvolt's website. |
Responsible supply chain
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Leverage sustainability through the supply chain
Developing a global sustainable procurement policy
The Sustainable Purchasing Policy, approved in December 2022, is available at the website.
| In progress | |||
|---|---|---|---|
| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status |
| Governance, ethics and transparency |
Acting responsibly and ethically |
Continuously improve information disclosure on tax practices. |
In 2022, and with the aim of continuously aligning with best reporting practices and transparency in tax matters, we will publish for the first time, for key regions, a Country-By-Country Report . More information in "Section 3.5. Responsible Tax Practices". In 2023, ongoing improvements will continue to the reporting of information on tax practices at the Greenvolt Group. |
| Responsible supply | Leverage sustainability | Make a plan to integrate minimum ESG principles into procurement processes. |
Throughout 2022, Greenvolt has been developing internal procedures aimed at a conducting due diligence assessments of Greenvolt's counterparts, namely its suppliers, customers and business partners, in order to identify the integrity risks of these counterparts. In 2023, this due diligence analysis tool will be supplemented by ESG and Financial Risk modules. |
| chain | through the supply chain |
Draw up a plan to deploy software to centralize control of the Group's supplier matrix. |
Supplier master data is managed in SAP. It is now active for Portugal and Poland, and will be extended to other countries at the time of the roll-out of the SAP tool. In 2023 we plan to integrate SAP with the sourcing tool to ensure data communication between them. |
| Financial Sustainability | |||
|---|---|---|---|
| In progress | |||
| Material topic | Commitment | 2022-2025 Strategic Goal | 2022 Status |
| Align business and reporting activities according to the best European Taxonomy practices. |
In 2021, Greenvolt decided to incorporate EU Taxonomy requirements into its annual reporting, publicly disclosing in that report information on EU Taxonomy regarding the eligibility of its economic activities vis-à-vis climate objectives, per their weight on revenues (turnover), operating expenses (OpEx) and capital expenditure (CapEx). In 2022, the 2021 exercise was continued by assessing the alignment of eligible activities, based on the technical EU Taxonomy criteria and an assessment of minimum social safeguards. Greenvolt will continue to monitor developments in the delegated act publication disclosing the criteria for the last four environmental objectives. More information in "Section 2.5.4. European Taxonomy". |
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| Green financing | Accelerating the energy transition |
Increase green financing instruments (namely green bonds) to catalyse the transformation towards a low-carbon energy system. |
In November 2022, Greenvolt carried out a green bond issue, aimed at retail, with a global value of €150 million and a maturity of five years, with a gross fixed interest rate of 5.20% per annum. The proceeds of the issue will be used to finance and/or refinance eligible green projects under Greenvolt's Green Bond framework published in October 2021. This is the third green issue made by the Company, following the issues made in 2019 in the amount of €50 million, and in 2021 in the amount of €100 million. Together, the green bonds thus amount to €300 million, accounting for approximately 41% of the company's total gross debt at the end of 2022, thereby upholding the commitment to strengthen green financing instruments to catalyse the transformation towards a low-carbon energy system. In order to align with the 2026 Business |
| Invest around €3.8 to €1.2 billion in green projects by 2026, in line with the approved business plan disclosed to the market. |
Plan, the strategic target has been revised to raise Greenvolt's ambition in green finance. A total of 110 million has been invested in 2022. |
55 2. STRATEGY
Achieving our commitment to Sustainability requires commitment from the whole company, from top management to the different accountability structures.
Our Sustainability Strategy is complemented by a robust Sustainability Corporate Governance Model which, through the assignment of specific responsibilities and the effective articulation of competencies and decisions of the respective corporate bodies, allows us to ensure that ESG issues are considered appropriately in all decision-making processes.
Specifically, to respond to the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), we present in greater detail in "Section 4.3.1. Commitment to the Planet" the structure, functions and responsibilities defined to manage climate issues in the Greenvolt Group.
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Board of Directors - is responsible for advising, monitoring and supervising the Company 's activities. The Board meets at least once every quarter and also whenever convened, to assess the Company's strategy, policies, long-term plans and risks. It assumes a central position in the governance of Sustainability, being responsible for establishing the strategic guidelines and approving the Strategic Sustainability Plan. In particular, in 2022, the Board participated in the review and approval of the Strategic Plan 2026, which establishes more ambitious commitments in the growth of the company and in the production of renewable energies, reinforcing its ambition in the decarbonisation of Society, in line with market developments.
Ethics and Sustainability Committee - Given the nature and the duties assigned to it, and in accordance with the Regulations in force available on the website, the Board of Directors also established the Ethics and Sustainability Committee, a specialised committee with the mission of supporting the integration of sustainability principles into the management process, to monitor the Company's sustainability performance, as well as to develop and implement ESG policies, practices and initiatives, in line with the defined Strategy, promoting a cross-cutting approach throughout the company, and the pursuit of common objectives and goals. It is also its responsibility to safeguard and monitor the implementation and compliance with the Code of Ethics and Conduct, and the internal rules that expressly refer to it, ensuring the maintenance of high standards of good ethical practices in the Company's activity and in the professional conduct of all its employees.
In addition to the functions mentioned, we would also highlight the responsibilities for assessing possible constraints to the defined Sustainability Strategy and its potential impact, proposing concrete and actionable alternatives, as well as monitoring the activity of the Sustainability Department, stimulating sustainable management throughout the organisation.
Two meetings were held in 2022, focusing on the themes of diversity, equality and inclusion, community engagement strategy and development of the climate strategy.
Strategic and Operational Monitoring Committee - Committee appointed by the Board of Directors, which supports and collaborates with the Ethics and Sustainability Committee in assessing and evaluating the Company's sustainability practices and policies.
Remuneration Committee - Committee appointed by the Board of Directors, which approves the remuneration policy of the members of the governing bodies of the Company and internal committees, indexing ESG criteria to the Chief Executive Officer's variable remuneration.
The Chief Executive Officer oversees the implementation of the Sustainability Strategy defined in programme terms by the Board of Directors, in alignment with the Strategic Business Plan, and assumes full responsibility for climate issues and the way the strategy will need to evolve based on the financial impacts related to climate risks and opportunities.
The Sustainability Department plays a central role in implementing the Sustainability Strategy, working in close coordination with the Ethics and Sustainability Committee and the Chief Executive Officer. As such, the Sustainability Department reports directly to the Chief Executive Officer, on a weekly basis, with updates regarding the implementation of the Strategy and monitoring of the associated strategic KPIs, proposing corporate objectives and goals, encouraging their implementation and continuous improvement in the processes that involve the Group's companies. The following are the Sustainability Department's main tasks:
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The Department is also responsible for implementing the Integrated Management System (Environment, Safety and Health) at corporate level, coordinating the aspects of the sustainability strategy that intersect with it.
The companies constituting the Greenvolt Group are responsible for promoting and integrating sustainability principles into their activities, and they also assume the role of adopting priority policies and objectives, as well as monitoring and reporting their performance.
Greenvolt's organisational model also provides for the establishment of Committees and Working Groups that contribute to the Company's decision-making process.
Green Bond Committee - comprising members of the Engineering, Environment and Sustainability, Legal and Finance Departments, responsible for selecting eligible assets – "Eligible Green Project" –, after the proposed projects and merger and acquisition (M&A) transactions have been reviewed by the Investment Working Group. Greenvolt analyses and pre-screens its projects, rejecting those that do not comply with its environmental and social risk assessments, or that demonstrate credit risk.
TCFD Working Group - composed of members of the Sustainability, Risk, M&A and Investor Relations Departments, is responsible for updating and further developing the exercise of identification, analysis, assessment and management of the most relevant climate risks and opportunities for the Company, involving whenever necessary elements from other Departments, such as from the Consolidation & Tax or Regulation Departments.
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Risk Management in the Greenvolt Group is a relevant topic and is an integral part of the organisation's strategic management and decision-making processes, contributing to the creation of value for shareholders and other stakeholders. Through an established process, the Group is able to manage the risks to which it is exposed adequately and to take advantage of existing opportunities to achieve the established objectives.
The Group has defined and implemented a Risk Management System, which is developed through an integrated, dynamic and continuous process that involves the various companies and business segments of the Group.
The Risk Management System is supported by an Integrated Risk Management Policy, which defines a Risk Management Model, a Risk Appetite Statement and a Governance Model. These documents are reviewed by the Statutory Audit Board and approved by the Company's Board of Directors.

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The Greenvolt Group's Governance Model and Risk Management organisational structure is in line with the internal control and risk management frameworks issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and ISO 31000. In order to achieve its objectives, the Group, besides being supported by a strong Governance and Risk Management Model, also adopts the principles established in the Three Lines Model (The Institute of Internal Auditors - 2020), as represented by the structure presented below:

The Greenvolt Group has adopted a Risk Management model that is developed through an integrated set of permanent processes that ensure an appropriate understanding of the nature and magnitude of the risks and opportunities underlying the activity carried out, thus enabling an adequate implementation of the strategy and achievement of the objectives.

The adoption of a common language is essential to allow the mapping and representative understanding of risks, facilitating the identification of the types of risk that have the most impact on the business.
With this in mind, the Greenvolt Group adopts a model Risk Management framework to establish a common language across the organisation. This model consists of categories, subcategories and types of risk that serve as a reference for all the companies and areas within the Group.
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The Risk Management methodology implemented in the Greenvolt Group allows the organisation to obtain an understanding of its main risks and opportunities, through assessing the likelihood of the occurrence of events and the potential impact that these events may have on the various areas of the business. The methodology also ensures the identification and integration of risks, as well as the respective action to handle them whenever necessary.
| Unlikely | Probability | Very Likely | |
|---|---|---|---|
| Decision Making | |||
| and Development Investments and |
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| Project Execution 000 |
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| Interest Rate OTH O Price |
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| Access to TOT Financing |
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| Regulatory, Legal or Fiscal |
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| Liquidity o |
Accidents involving People |
Supply Chain 000 Logistics |
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| Industrial Accidents |
Natural Disasters |
Access to Raw 000 Materials |
The Group has also carried out activities to identify the risks and opportunities related to climate change (physical and transition), a topic considered strategic to the development of its business due to its activity and scope of operation. Since 2021, the Group has carried out activities to identify and assess the risks and opportunities for all the business segments and geographical areas in which it operates, based on a scenario model underlying this assessment. The purpose of this activity is to assess the resilience of the Group's strategy under different climate scenarios and time horizons. For more details on the risks and opportunities identified and assessed, see section "4.3.1. Commitment to the Planet".
In 2022, an activity was carried out involving the Group's companies, considering the three business segments and the respective corporate areas, with the purpose of identifying and evaluating, in a homogeneous and consensual manner, the most relevant risks to which the
Group is exposed. The main risks identified are represented graphically in the above matrix, with the risk classification represented as a function of the combination of impact and probability evaluation criteria. Further details of the response actions for the identified risks are presented in the table below.
Additionally, in 2022, the Group began the process of implementing the Internal Control System for Financial Reporting (SCIRF), based on the principles and guidelines described in the internal control and risk management frameworks issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in relation to business processes and general corporate controls. As far as general IT controls are concerned, and as a complement to the COSO principles, the principles issued by the Control Objectives for Information and Related Technologies (COBIT) are being adopted.
For 2023, the Group has defined the continuity of the SCIRF implementation process, covering the three business segments and geographical areas in which it operates, and will continue with the risk management process in order to review and identify new financial and non-financial risks and opportunities.
| Risk Category | Relevant Risk | Response Actions |
|---|---|---|
| Strategic | Industrial accidents Risk of damage and/or destruction of operational assets due to accidents. These include the violation of safety rules, with or without intention or knowledge, and the lack of maintenance and replacement of equipment, resulting in the potential occurrence of serious industrial accidents (e.g. explosion of boilers, power plants, solar panels, wind turbines, fires). |
• Preparation of health and safety plans and site monitoring by the safety team/safety KPIs • Existence of an internal security policy • Training Plan |
| Natural Disasters Risk of interruption of energy production due to the occurrence of severe environmental events (e.g. hurricanes, floods). The financial consequences, reflected in the loss of production and equipment or unplanned costs to restore production conditions to normal. |
Implementation of the requirements of the Task Force on Climate-Related Financial Disclosures (TCFD) framework in managing risks and opportunities arising from climate change |
| Greenvolt | |||
|---|---|---|---|
| Access to raw material Risk of limited access to raw materials (e.g. certified residual biomass), subsidiary materials or other production factors (e.g. water, energy) at economically viable prices or with occasional or long-lasting impacts on production. This risk could be enhanced by movements in the markets (e.g. increased consumption of residual biomass), regulatory or legislative restrictions (e.g. scope of what is considered residual biomass) or external factors (e.g. forest fires, technological improvements allowing residual biomass to be fully utilised by other industries). |
• Production and vast reserve of raw materials • Diversification of residual biomass • Proximity to key players in supply chains and consumption units |
|---|---|
| Project Implementation and Development Risk of poor project profitability, or overruns due to faulty analysis or failures in the development and integration of projects in the portfolio. |
• Internal resources with experience in the analysis, execution and management of investment projects and PMO methodologies • Project performance evaluation and supporting KPIs |
| Logistics in the Supply Chain Risk of production stoppages or increased lead time in the delivery of raw materials due to storage limitations (e.g. legislation for storage of chemicals, storage capacity), logistical restrictions or disruptions (e.g. closure of seaports, insufficient road access) or due to the concentration of third parties within entities or geographical zones in critical organisational areas (e.g. specific information systems, critical equipment such as solar panels, wind turbines or industrial equipment). |
• Diversification of sources of supply of residual biomass • Diversification of waste management service providers • Diversification of equipment suppliers (e.g. solar panels, inverters, batteries) |
| Price Risk of margin reduction or business infeasibility due to fluctuation in the market price of raw materials (e.g. increase in the price of residual biomass), subsidiary materials (e.g. increase in the price of chemicals, electric cables), finished product (e.g. solar panels, wind turbines) and price of energy. |
• Existence of a purchasing policy and process • Continuous updating of the strategic planning of raw materials, subsidiary and commodities • Formalisation of Power Purchase Agreements (PPA) • Constant market consultation with various suppliers |
| Financial | Access to Finance Risk of unavailability of internal or external financing due to endogenous (e.g. over indebtedness) or exogenous causes (contraction and negative outlook for business growth, decrease in existing market liquidity). |
• Diversification of funding sources and instruments • Diversification of financial counterparts • Use of the capital market vs. the banking market • Extension of the debt maturity profile |
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|---|---|---|---|
| Cash Risk of failures in the treasury management process, with potential impact on the ability to meet contractual obligations or maximise financial results. |
• Diversification of counterparts • Definition of treasury policy and liquidity management (maintenance of adequate liquidity/solvency levels) • Management of financing maturity |
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| Interest Rate Risk of significant changes in financing costs, debt service or financial results due to changes in interest rates. |
• Contracting of fixed rate financing • Use of different types of financing instruments • Diversification of financial counterparties (both in terms of financing and hedging) • Contracting of interest rate hedging derivative financial instruments |
| Operational | Accidents involving People Risk of damage to the physical integrity of Greenvolt or subcontracted personnel, or professional illness due to the occurrence of accidents at work. The impacts of the violation of safety rules, with or without intent or knowledge, the material agents of the installations and the electrical and mechanical features of the equipment are contemplated. |
• Individual/collective protection equipment • Health and Safety Plans • Emergency Plans • Safety KPIs |
|---|---|---|
| Regulatory, Legal or Tax Risk of non-compliance with legal, tax, regulatory and business licensing requirements or obligations, including information reporting obligations (e.g. Environmental, Social and Governance), with potential reputational, financial (e.g. fines, penalties, access to finance) or operational capacity impacts (e.g. loss of licensing). This risk is enhanced by regulatory changes, arising from political choices and/or public opinion pressure, which may have an impact on the level of current compliance or existing licensing conditions. |
• Legal advice • Constant monitoring of new regulations and regulatory changes and adoption of relevant procedures • Definition of documented internal rules, procedures and processes in accordance with existing standards (e.g. ISO 14001) |
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| Investments and Decision-Making Risk of failure in concretising investment opportunities, including those related to consolidation, diversification or international expansion into new business areas, products or geographical regions, in alignment with the strategy defined over the respective life cycles, with an impact on the value of the existing portfolio or the inhibition of value creation opportunities. This risk stems from a lack of specialised knowledge, inadequate investment, mismatches between installed capacity and variations in demand (inability to physically increase production facilities), potential failures in quality, opportunity and the use of information for decision-making. |
• Decision-making supported by financial models and detailed analyses • Use of independent entities to support analysis and decision making • Existence of a governance model and investment decision-making process • Investment Committee to evaluate opportunities, with the presence of various elements of the Group specialised in each of the segments |
We have included sustainable financing practices in the Financial Policy and Strategy
Greenvolt's Financial Policy aims to set the guiding principles to optimise the financing and liquidity conditions needed to support the sustained growth of the company and the Group. In this regard, Greenvolt bases its sustainable financing strategy on several fundamental pillars, which include:
Furthermore, the theme of sustainability is becoming increasingly more prevalent in the financial markets, a fact that Greenvolt welcomes and has incorporated into the core of its business from the very beginning.
Indeed, Greenvolt is strongly committed to strengthening its commitment to sustainability and sustainable finance. Proof of this is its pioneering issue of green bonds in Portugal (through its subsidiary Sociedade Bioelétrica do Mondego, S.A., in February 2019) which, together with its second issue, in November 2021 and third issue, in November 2022, unequivocally reinforce its commitment to including the concept of Sustainable Finance in its agenda.
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In November 2022, Greenvolt carried out a green bond issue with a global value of 150 million euros and a maturity of five years, with a gross fixed interest rate of 5.20% per annum - Greenvolt Green Bonds 2027. The proceeds of the issue will be used to finance and/or refinance eligible green projects under Greenvolt's Green Bond framework published in October 2021.
At the end of 2021, the Company had also made a "green" bond issue - the Greenvolt 2021-2028 Green Bond - listed in Portugal, on the regulated Euronext Lisbon market, for a total amount of 100 million euros, with a seven-year maturity years and a fixed annual coupon rate of 2.625%. The proceeds from this issue were allocated exclusively to refinancing the funding structure for the acquisition of the Tilbury biomass power plant in the United Kingdom. In 2019, the company
issued another green bond – the SBM Green Bond 2019-2029 – in the amount of €50 million and with a coupon rate of 1.9%, to finance the 34.5 MW biomass power plant, located in the perimeter of Celbi, in Leirosa (Figueira da Foz), and known as Sociedade Bioelétrica do Mondego, S.A. ("SBM").
The three issues undertaken are aligned with the conditions set out by the Green Bond Principles published by the International Capital Market Association and have received positive Second-Party Opinions ("SPO") from the specialist ESG rating firm, Sustainalytics. To reinforce market transparency, an additional external verification of the allocation and impact reports was performed by Deloitte & Associados, SROC, S.A. The corresponding reports and verification statements can be consulted in the annexes to this report, and are also available at the company's website (www.greenvolt.pt).
Together, green emissions represent 41% of Greenvolt's debt at the end of 2022.

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Greenvolt's financial focus on sustainability is based on two angles: on the one hand, directing financial flows towards sustainable investments; on the other, investing in a solid and balanced financial structure that seeks to achieve a profitable business model.
• With regard to treasury and liquidity management activities, the company will ensure, at all times, the necessary financial resources to meet its responsibilities and pursue the strategies outlined, honouring all commitments to third parties.
• Sustainable growth of the Company based, on the one hand, on ethically, environmentally and socially responsible financing sources in line with the interests of the various stakeholders, and, on the other hand, on the purpose of stimulating the aim and future validity of a carbon-neutral society, supported to a greater extent on resource efficiency and sustainability of the economy.
These standards will be reflected in the Group, thus seeking to ensure that they are complied with across the board.
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Greenvolt's goal is to focus the investment plan on sustainable projects, following the regulatory criteria of the European Union Taxonomy, ensuring a fully renewable composition, although without neglecting sustainability from an economic and financial standpoint, presenting attractive and risk-adjusted returns. In fact, any investment must consider guaranteed future returns for the Group and the creation of economic value for society, with sustainability always being an essential foundation.
Climate, environmental and social factors are widely considered by Greenvolt in its business model and growth strategy, as clearly seen by the acquisitions and incorporations that were made in 2022, which included:
• Expansion of the Utility-Scale business segment to eight new geographical zones, reinforcing the Group's presence in markets with ambitious renewable energy targets: Hungary, Spain, Iceland, Germany, United States, Mexico, Denmark and the United Kingdom. Highlights include the acquisition of a 35% stake in MaxSolar in Germany (March 22), the partnership with Infraventus in Portugal (March 22), the incorporation of
SEO which allowed entry into Spain (May 22) and the acquisition of a 45 MWp solar park in Romania.
The focus on sustainable finance is growing within the Greenvolt Group, with the Organisation's commitment to key stakeholders being strengthened through participation in the BCSD Portugal "Sustainable Finance" Working Group, comprising companies from the financial sector and other sectors of activity, with the aim of continuing to monitor and contribute to the development of sustainable finance policies, develop knowledge, promote debate and raise awareness among companies about the issues and challenges of sustainable finance.
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The European Union has been working to address major global environmental challenges and to steer society towards sustainable development.
Given the nature of global environmental challenges, a systemic and forward-looking approach to environmental sustainability is needed to counter the growing negative trends, namely climate change, biodiversity loss, overconsumption of resources, food shortages, ocean acidification, deteriorating freshwater reserves and land use change, as well as new emerging threats such as hazardous chemicals and their combined effects.
The pursuit of these objectives requires the allocation of a substantial amount of capital to sustainable projects, so efforts should be made to foster them and remove obstacles to their funding. In additional, there is a growing need for transparency and inclusion of environmental and social risks into corporate governance models and how companies respond to them.
In this regard, the European Union has made efforts to harmonise the criteria that define whether an economic activity qualifies as environmentally sustainable. To this end, it has created EU Regulation 2020/852 (EU Taxonomy) which promotes harmonisation and cross-border financing of businesses and activities, with the aim of facilitating the raising of finance for
projects that meet the criteria mentioned. This Regulation establishes uniform criteria for selecting the assets underlying these investments.
EU Taxonomy, published in the Official Journal of the European Union on 18 June 2020, is thus a key tool to: (1) achieve the carbon neutrality goal proposed by the European Commission and adopted in 2019 with the European Green New Deal; (2) ensure the existence of capital to promote sustainable development; and (3) help identify investment opportunities.
To comply with the EU Taxonomy Regulation, two delegated regulations were published in 2021 in the Official Journal of the European Union, together with one additional delegated regulation in 2022:
(i) on 9 December 2021, the Complementary Climate Delegated Act, which will apply from 1 January 2022. This regulates the evaluation criteria for assessing whether an activity is environmentally sustainable in contributing to climate change mitigation and adaptation objectives, for establishing that the economic activity does not significantly impair the achievement of the other environmental objectives set out in the EU Taxonomy Regulation and is carried out in compliance with minimum social safeguards; and
(ii) on 10 December 2021, the delegated regulation with regard to Article 8, which will apply from 1 January 2022. This regulates the reporting of environmental financial information for companies covered by the Non-Financial Reporting Directive (which will be replaced by the Corporate Sustainability Reporting Directive), namely the proportion of revenue (turnover), capital expenditure (CapEx) and operating expenditure (OpEx) that is associated with environmentally sustainable economic activities.
(iii) on 15 July 2022, the European Commission published, in the Official Journal of the European Union, Commission Delegated Regulation (EU) 2022/1214 which, under tight restrictions, includes gas and nuclear activities as eligible, and amends Commission Delegated Regulation (EU) 2021/2178 with regard to specific public disclosures for these economic activities. This delegated regulation shall apply from 1 January 2023.
In the coming years, the European Commission is expected to adopt several additional Delegated Regulations in order to finalise the EU Taxonomy Regulation. Greenvolt has been monitoring key regulatory developments on Taxonomy and other ESG reporting and disclosures.
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The environmental goals laid out in EU Taxonomy are as follows: (i) climate change mitigation; (ii) adaptation to climate change; (iii) sustainable use and protection of water and marine resources; (iv) transition to a circular economy; (v) prevention and control of pollution; and (vi) protection and restoration of biodiversity and ecosystems.
For the purposes of EU Taxonomy, an eligible economic activity means an economic activity described in the delegated regulations supplementing the Taxonomy Regulation, irrespective of whether that economic activity meets any or all of the technical criteria laid down in those delegated regulations.
Thus, a non-eligible economic activity means any economic activity that is not described in the delegated regulations that supplement the Taxonomy Regulation. On the other hand, an aligned economic activity means an economic activity that meets all the following requirements:
Since being constituted, Greenvolt has been developing its business in an ethical, integral and transparent way, providing results that are a result of its management vision, the efficiency of its processes, continuous innovation, the professionalism and competence of its team, the competitiveness of its offer and its reputation in the marketplace. Greenvolt therefore intends to continue to develop the necessary actions to position itself as a market leader, guarantee alignment with international macro-objectives and maintain its economic competitiveness in the long term.
In accordance with Directive 2013/34/EU of the European Parliament and of the European Council, Greenvolt is obliged to publish non-financial statements, and as such is subject to Regulation (EU) 2020/852 of the European Parliament and of the European Council of 18 June 2020 - Establishment of a framework to facilitate sustainable investment. Thus, since 2021, Greenvolt has been implementing a process of structuring internal practices that will enable it to comply with the requirements of EU Taxonomy and thus align itself with best sustainability and non-financial information reporting practices. EU Taxonomy is an important transparency tool to report on the alignment of (current and future) activities with sustainable development from an environmental standpoint.
After having disclosed for the first time, in reference to 31 December 2021, information on the so-called EU Taxonomy regarding the eligibility of its economic activities with respect to climate goals, Greenvolt discloses for the first time in this report, in reference to 31 December 2022, information on the alignment of these economic activities with respect to climate goals, as demonstrated by their weight on revenues (turnover), operating expenses (OpEx) and capital expenditure (CapEx).
Therefore, in reference to 31 December 2022, according to the content of Commission Delegated Regulation (EU) 2021/2178, Greenvolt discloses the percentage of revenue (turnover), capital expenditure (CapEx) and operating expenses (OpEx) referring to taxonomy-eligible and taxonomy-aligned activities, assessing, for the purposes of alignment with climate goals, compliance with the technical criteria for evaluation of these activities, determining what percentage of the three indicators is associated with environmentally sustainable economic activities.
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(i) Turnover: The proportion of turnover is calculated as the part of net turnover from products or services associated with eligible economic activities and aligned activities in accordance with the taxonomy (numerator) divided by net turnover corresponding to the revenue recognised in accordance with IFRS (denominator) under the headings Sales and services Rendered (Note 32 of the notes to the consolidated financial statements) and Other Income (Note 33 of the notes to the consolidated financial statements);
(ii) Capital expenditure (CapEx): The denominator comprises additions to tangible and intangible fixed assets during the year, excluding the effects of depreciation, amortisation and any remeasurement, in particular from revaluations, fair values and impairments. The denominator also covers additions of tangible and intangible fixed assets resulting from business combinations (perimeter entries at historical cost). The numerator is the part of capital expenditure included in the denominator that:
(iii) Operating Expenses (OpEx): The denominator shall cover non-capitalised direct costs related to research and development, building refurbishment measures, short-term leasing, maintenance and repair, as well as any other direct expenditure related to the day-to-day servicing of property, plant and equipment, by the Company or third parties to whom activities are outsourced, that is necessary to ensure the continued and effective operation of such assets. The numerator is the part of capital expenditure included in the denominator that:
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Figure 1: Percentage of turnover from eligible and aligned activities
| Business Turnover |
Proportion Turnover of business (eligible) |
Proportion Turnover of business (aligned) |
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|---|---|---|---|
| Business activities | (Euros) | (% of total) | (% of total) |
| A. Eligible activities | |||
| 4.1 - Production of electricity from photovoltaic solar technology | 56 229 989 | 22% | 22% |
| 4.8 - Production of electricity from bioenergy | 193 057 255 | 74% | 74% |
| 7.6 - Installation, maintenance and repair of renewable energy technologies | 5882 809 | 296 | 296 |
| Sub-total eligible activities (A) | 255 170 054 | વેક્કિમ | 98% |
| B. Ineligible activities | |||
| Turnover from ineligible activities (B) | 4 572 045 | 296 | 296 |
| Total consolidated turnover (A+B) | 259 742 099 | 100% | 100% |
The turnover of the Greenvolt Group is essentially associated with the activities of (i) production of electricity from solar photovoltaic technology, (ii) production of electricity from bioenergy, and (iii) installation, maintenance and repair of renewable energy technologies. These activities are included in the taxonomy in Annexes I and II of the Delegated Climate Act (Commission Delegated Regulation (EU) 2021/2139), and these activities contribute to the objective of climate change mitigation. It should be noted that, in the assessment of the technical criteria relating to the activity of electricity generation from bioenergy, for power plants with a total rated thermal input exceeding 100 MW and with an energy efficiency higher than 36%, this criterion was only considered to apply to new plants, per the RED II Directive.
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Figure 2: Percentage of capital expenditure related to eligible and aligned activities
| Business activities | CapEx (Euros) |
Proportion CapEx (eligible) (% of total) |
Proportion CapEx (aligned) (% of total) |
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|---|---|---|---|---|
| A. Eligible activities | ||||
| 4.1 - Production of electricity from photovoltain solar technology | 159 463 982 | 66% | 66% | |
| 4.3 - Production of electricity from wind power | 66 578 178 | 27% | 27% | |
| 4.8 - Production of electricity from bioenergy | 6924 226 | 3% | 3% | |
| Sub-total eligible activities (A) | 232 966 386 | 96% | 96% | |
| B. Ineligible activities | ||||
| Turnover from ineligible activities (B) | 9 260 953 | 496 | 4% | |
| Total consolidated CapEx (A+B) | 242 227 349 | 100% | 100% |
Capital expenditure incurred in the year ended 31 December 2022 by the Greenvolt Group is essentially associated with the activities of (i) production of electricity from solar photovoltaic technology, (ii) production of electricity from wind power and (iii) production of electricity from bioenergy, which are included in the taxonomy of Annexes I and II of the Climate Delegated Act (Commission Delegated Regulation (EU) 2021/2139), and these activities contribute to the objective of mitigating climate change.
Figure 3: Percentage of operational expenditure related to eligible and aligned activities
| Business activities | OpEx (Euros) |
Proportion OpEx (eligible) (% of total) |
Proportion OpEx (aligned) (% of total) |
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|---|---|---|---|---|
| A. Eligible activities | ||||
| 4.8 - Production of electricity from bioenergy | 8 484 173 | 76% | 76% | |
| Sub-total eligible activities (A) | 8 484 173 | 76% | 76% | |
| B. Ineligible activities | ||||
| Turnover from ineligible activities (B) | 2 667 457 | 24% | 24% | |
| Total consolidated OpEx (A+B) | 11 151 631 | 100% | 100% |
The operating expenses of the Greenvolt Group are essentially associated with the activities of producing electricity from bioenergy. These activities are included in the taxonomy of Annexes I and II of the Climate Delegated Act (Commission Delegated Regulation (EU) 2021/2139), thus contributing to the objective of mitigating climate change. In the calculation of OpEx, noncapitalised expenses related to the maintenance and repair of tangible fixed assets of the Greenvolt Group were identified.
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During this 2022 financial year, all activities reported by Greenvolt as eligible in the three taxonomy indicators (Turnover, CapEx and OpEx) met the alignment criteria. Compared to 2021, where only the eligibility of these activities was measured, there were no significant changes in any of the three indicators. Annex 8.7.3. to this report details the process of aligning the different activities with the mitigation goal, as well as meeting the requirements of not significantly harming the remaining climate goals, in addition to compliance with the minimum social safeguards.
The activities reported as eligible and aligned are as follows:
ESG ratings and indexes are a strategic tool to support investors in assessing companies' business models and identifying sustainability risks and opportunities in their investment portfolio, supporting decision-making regarding passive or active investment strategies.
During 2022, rating agencies and ESG analysts assessed the Greenvolt Group's ESG performance, using their own in-house developed methodologies. For this reason, the scores and/or risk levels based on different ESG criteria and used by different analysts are not comparable with each other.
Greenvolt is continuously committed to managing and reporting, in a transparent way, the ESG aspects of its activity, considering the results of the rating agencies as opportunities for improvement in the management of sustainability and of the practices and processes of the group as a whole.
| ESG Rating | Rating | |
|---|---|---|
| MSCI | A | CCC AAA |
| ISS ESG | B | D- A+ |
| Refinitiv | B- | D- A+ |
| Sustainalytics ESG Risk Rating |
Medium Risk (25.1) | 100 0 |
| 3.1 Policies and Commitments | 79 |
|---|---|
| 3.2 Stakeholders Management | 88 |
| 3.3 Ethics and Conduct | 94 |
| 3.4 Fight against Corruption | 96 |
| 3.5 Responsible Tax Practices | 98 |
| 3.6 Asset Management | 101 |
| 3.7 Security and Privacy | 104 |
| 3.8 Responsible Supply Chain | 106 |
| 3.9 Continuous Improvement | 109 |
| 3.10 External Recognition | 110 |

At Greenvolt, we understand that transparent, diverse, efficient and rigorous corporate governance is a key tool in the relationship with shareholders and other stakeholders, aligning interests with the purpose of preserving and optimising the company's long-term sustainable development.
While a good corporate governance policy provides a meaningful portrayal of the company's governing bodies and employees, it also represents the company's faithful commitment to its governing principles, namely with regard to responsibility towards the local community, equity, leadership, security and management of all stakeholders.
Greenvolt's governance structure is governed by national and international recommendations and best practices in this area. It covers the different business, operational and decision-making processes, throughout the entire value chain, in order to deliver a balanced and sustainable longterm value proposition, based on the trust of our investors, employees, customers and the general public.
More detailed information on our corporate governance practices can be found in the 2022 Corporate Governance Report.
Since 2021, the Greenvolt Group has been defining, developing and refining a set of principles, policies and tools related to relevant topics in the context of the organisation, and which spell out the ethical and responsible management principles that govern our activity (details of the Policies and Codes on the institutional website):
It reflects the set of principles and rules that should guide Greenvolt's internal and external relations with its stakeholders, and was created with the aim of sharing these principles and rules, promoting and encouraging their adoption.
79 3. RESPONSIBLE MANAGEMENT

Among others, it incorporates the following themes:

The Code applies, regardless of function, geographical location or functional reporting, to all Greenvolt Group employees, including governing bodies, from all Group companies, as well as – with the necessary adaptations – to representatives, external auditors, customers, suppliers and other persons who provide services to them in any capacity, whether permanently or occasionally.
Establishes fundamental principles for the implementation of a sustainable development model, focused on social progress, environmental balance and economic development, with the purpose of creating long-term value and prosperity for all stakeholders.
Establishes principles, guidelines and responsibilities to be observed in the risk management process, in order to enable proper identification, assessment, treatment, monitoring and communication of potential risks or risks involved in the business of Greenvolt and that constitute threats that may affect the achievement of strategic and business objectives.
Establishes the set of principles, values and rules of action in matters of professional ethics and prevention of Corruption and Related Offences.
To establish the guidelines and principles governing the Greenvolt Group Purchasing Process, as well as the relationship between the Greenvolt Purchasing Department and its Suppliers in the context of the purchase of goods and services, promoting the principles of sustainable development in the supply chain.
Seeks to encourage and strengthen non-discrimination, equal opportunities, diversity and the inclusion of all professionals (Employees and members of the Management and Supervisory Bodies) within the Greenvolt Group.
Establishes principles that guide the application of best practices in Health and Safety by Greenvolt Group professionals, which must be present in all decisions, activities and geographical regions in which Greenvolt operates.
Ensure an appropriate and uniform tax approach within the Greenvolt Group.
To regulate the storage and processing of Personal Data in the context of the employment, contractual or service provision relationships established between a Data Subject and Greenvolt.
To define internal rules and procedures for receiving, processing and handling complaints made within all companies in which Greenvolt has a stake.
Establishes the guidelines to be adopted by Greenvolt and the companies constituting its Group to be aware of the identity of the counterpart of their customers, suppliers and partners who have any type of relationship with them.
Establishes the fundamental principles that should govern transactions with related parties.
Establishes rules and procedures on (1) insider trading applicable to members of the management and supervisory bodies of the Company or subsidiary companies of the Greenvolt Group, or an employee thereof, and (2) applicable to officers of the Company and persons closely related to them.
Establishes the principles underlying the remuneration practices adopted by the Company.
Guides the publication of content on social networks and online behaviour in matters involving the Group Companies and the Greenvolt brand (for internal use only).
Seeks to convey to all Greenvolt suppliers a set of principles and values considered essential for a partnership relationship, namely, respect for diversity and inclusion, promoting equality and nondiscrimination, and preventing and fighting harassment at work.
During 2022, the Compliance area also developed the following internal organisational procedures:
• Offers & Events Procedure: seeks to regulate the principles of action and duties, within the scope of the offer and acceptance of goods, services and other advantages, as well as participation in events by Greenvolt employees. It should be noted that for Greenvolt, an Offer is described as "Goods, services and other advantages that constitute something of Value offered or received", while a socially acceptable offer or one understood as a business courtesy is an offer with an individual value of less than 150 euros, typical of the sector(s) in which Greenvolt conducts its activity.
• Integrity due diligence procedure: seeks to implement an internal Integrity Due Diligence mechanism based on an appropriate risk assessment, namely in transactions carried out and their counterparties (suppliers, customers and business partners), ensuring that these counterparties comply with the integrity requirements that have been defined.
The Greenvolt Group is a signatory to several benchmark national and international initiatives, which imply its business and contribution to Sustainability.

The UNGC is a United Nations initiative directed at companies that have made a commitment to align their culture and strategies with the 10 Principles in the areas of human rights, labour practices, environment and anti-corruption.

The Global Compact business initiative is organised in local networks. By joining this Portuguese network, companies and other stakeholders promote a sharing of experiences and collective development through activities organised in civil society, but also acceleration programmes on one of the 10 Principles.

The Portuguese ODS Alliance brings together members from the business sector, civil society and the public sector, organised according to the Sustainable Development Goals (SDGs) and targets they intend to work towards. The initiative, created by the Global Compact Network Portugal and based on SDG 17, seeks to increase communication between companies and stakeholders and create conditions for the development of new projects under the UN 2030 Agenda for Sustainable Development.


Act4nature Portugal is a business initiative promoted by BCSD Portugal, in which member companies make common and individual commitments for the conservation of biodiversity and ecosystem services.

BCSD Portugal is a non-profit association which, with broad sector representation, brings together and represents companies that are actively committed to sustainable development.

The Lisbon Energy and Environment Agency is a non-profit association which seeks to implement a systematic process of continuous improvement of the energy and environmental efficiency of the City of Lisbon, through a holistic and quantified approach together with the main stakeholders of the city.

Tree Nation's mission is to reforest the world. Its platform seeks to promote a technological solution to the problem of deforestation, which is responsible for around 17% of climate changerelated emissions. Through reforestation and conservation projects, Tree Nation helps reforest forests, create jobs, support local communities and protect biodiversity.

GRACE is a non-profit association consisting of companies from various sectors of activity. GRACE promotes the development of Corporate Social Responsibility initiatives.

The Portuguese Diversity Charter is a strategic policy initiative for companies committed to aligning their operations and strategies with 10 universally accepted principles in the areas of human rights, labour, environment and the fight against corruption.

The BCSD Portugal Charter of Principles is a document that establishes the principles that constitute guidelines for a sustainable and responsible management business based on six principles: Legal conformity and ethical conduct; Human Rights; Labour Rights; Safety and Health; Environment; Management.

SolarPower Europe is an association with over 280 members representing the entire value chain of the European solar industry, originating in some forty countries. Its main objective is to ensure that solar energy can position itself as the main energy of Europe by 2030, actively promoting, together with relevant stakeholders, policies and actions that favour a regulatory and business environment conducive to the sustainable development of the solar sector.
Bioenergy Europe is an international non-profit organisation based in Brussels, bringing together 40 associations and 157 companies, as well as 11 academic and research institutes from across Europe. Its purpose is to develop a sustainable bioenergy market under fair business conditions.

APREN is a Portuguese non-profit association with the mission of coordinating and representing the common interests of its Members in the promotion of renewable energies in the electricity sector in Portugal.

The CBE's mission is to promote the use of biomass through the optimisation and knowledge of its value chains, from the production and management of biomass, to collection, processing and transport, and to its use and consumption, thus contributing to the improvement of the integrated management of resources, the prevention of rural fires, and an energy transition based on greater carbon neutrality.

The Investors Dialogue on Energy is a stakeholder platform set up by the European Commission, which brings together experts from the energy and finance sectors in all EU countries to assess and update financing schemes with the aim of mobilising funding in the context of the European Green Deal.


AP2H2 is a non-profit organisation with the mission of promoting the introduction of hydrogen as an energy vector, supporting the development of associated technologies and encouraging the use of hydrogen in commercial and industrial applications in Portugal.

The APE is a non-governmental, non-profit and public utility institution, which seeks to stimulate reflection and debate on sustainable energy transition at the various levels of the value chain of energy products and services, promoting the sector's contribution to the economy and quality of life in Portugal. The APE is the national member committee of the World Energy Council (WE Council).

SEO is a non-governmental, non-profit organisation with the purpose of supporting sustainable regulatory initiatives that improve the regulatory context for renewable energy by highlighting key areas and removing barriers to renewable energy development.

Since January 2023, Greenvolt Next Spain has been a member of the UNEF (Spanish Solar Photovoltaic Association), the leading association of the solar photovoltaic sector in Spain, with more than 750 companies (installers and relevant companies) in the renewable energy sector.
Through working groups, events and lobbying, member companies participate as relevant market players. UNEF ensures highly recognised national certifications and seals of excellence.

The Investor Relations Forum ("Associação Portuguesa de Responsáveis pelas Relações com Investidores"), known as FIR, was set up on 9 January 2009 to support the work of the Investor Relations and Capital Markets Representatives of companies listed on NYSE Euronext Lisbon.
In order to learn about and address stakeholders' concerns and expectations, it is fundamental to establish a strategy of dialogue and proximity to obtain information to be considered in the ESG strategic planning process.
As such, we have established a robust stakeholder engagement framework with the aim of maintaining a collaborative, transparent, continuous and responsive relationship.

Not with standing the fact that the departments/areas are responsible for the management of the relationships with certain groups of stakeholders under their more direct responsibility (as is the case of the People Department with Employees, or the Procurement Department with Suppliers), the application of these guidelines is a responsibility that cuts across the entire organisation, supported by various communication and interaction mechanisms.
As a result of the application of this process, we have identified eight main groups of stakeholders with whom we communicate, on an occasional or regular basis, maintaining a permanent and continuous involvement with them. For this purpose, we use cross-cutting communication mechanisms, such as social networks, websites of the different companies of the Greenvolt Group, and different institutional emails, but we also use channels and mechanisms adapted to each group.
89 3. RESPONSIBLE MANAGEMENT
| Stakeholder | Why it matters | Main specific mechanisms for communication, interaction and gathering feedback |
|---|---|---|
| Shareholders and Investors |
The relationship with our shareholders and investors is vital for the proper operation of the Group and access to the capital we need. In this way, we build a transparent relationship that allows us to understand the interests of shareholders and investors and respond to their needs. |
Roadshows; Conferences; Dissemination of results; Direct contact. |
| Staff | Within the scope of the defined Sustainability Strategy, we consider our People to be our most valuable source of energy. As such, we make it a priority to involve and mobilise our Staff, promoting a culture of recognition, well-being, diversity and equal opportunities. |
Staff Portal; Internal SharePoint; Newsletter and internal communications; Direct contact; Group events; Climate surveys. |
| Suppliers | We recognise the importance of our suppliers in the development of our business and in the provision of quality services. We therefore seek to create a partnership relationship and share our Sustainability values and principles with our suppliers. |
Purchasing process; Specific channels. |
| Industry | We seek to maintain an ongoing relationship with the various players in the industry, in order to be an active agent in the dynamics and transitions of the industry, share knowledge, create synergies, and address the challenges of the Industry. |
Participation in national and international associations; Meetings and direct contact. |
| Community/NGOs | Being aware that our activity has an impact on the Community, we consider it crucial to maintain a relationship of trust with local communities, with the aim of having a positive impact and creating social value. Thus, we seek to maintain a constant, mutual and transparent relationship with the Community. |
Social Responsibility Programme, with initiatives targeted at the Community; Sessions to provide clarifications to communities affected by our activities. |
| Official Entities | We consider it important to engage with Official Entities in order to establish mutually positive relationships that contribute to an efficient and fluid operation. As such, we seek to establish relationships based on the principles of transparency and collaboration. |
Participation in national and international associations; Meetings and direct contact. |
Customers It is crucial for us to maintain a close relationship with our Customers in order to understand their needs and demands, to adapt our offer and to guarantee their satisfaction. Surveys; Satisfaction survey. Media We seek to establish a two-way, effective relationship with the Media, since many of our stakeholders receive information about Greenvolt through the media. As such, this relationship is important to ensure the proper communication of information and also to understand the interests of stakeholders. Publication of articles in speciality magazines; Interviews; Dissemination of results.
The frequency also varies, from mechanisms that are activated permanently or on a daily basis (website, apps, for example) to mechanisms that operate with different periods of time, in several cases annually or even beyond an annual basis, the broadest being the consultation process developed to identify priority sustainability issues, the most recent of which was carried out in 2021, as part of the planning for the 2022-2025 strategic sustainability cycle. They can also operate on demand, according to the specific needs at each moment.
Through the consultation process carried out in 2021, as well as the feedback that we collect through other regular interaction mechanisms, we obtained an integrated view of the main interests and needs of stakeholders and develop initiatives that seek to meet them, which are presented throughout this report.


Goals Methodology
47% response rate
The sample of stakeholders (213 responses) included top management (22%), employees (57%), shareholders (2%), investors/financiers (8%), suppliers and partners (9%), official entities (1%) and community/NGOs (1%).
The results allow us to conclude, among other aspects, that in the set of the 14 themes identified as material, the themes "Sustainable Portfolio", "Low Carbon Value Chain" and "Fighting Corruption and Bribery" are the focus of interest and concern for all the groups consulted. The wide range of areas is inherently related to the nature of the stakeholders and their relationship with the company.
| STAKEHOLDERS | Top Management |
Shareholders | Staff | Community/ NGO |
Official Entities |
Investors | Suppliers |
|---|---|---|---|---|---|---|---|
| Environmental Aspect | |||||||
| Low carbon value chain | |||||||
| Protecting biodiversity and preserving ecosystems |
|||||||
| Sustainable Portfolio | |||||||
| Social Aspect | |||||||
| Safety, health and well being |
|||||||
| Community engagement | |||||||
| Human Rights | |||||||
| Talent and Recognition | |||||||
| Diversity, Equality and Inclusion |
|||||||
| Governance Aspect | |||||||
| Responsible Supply Chain |
|||||||
| Ethics and Transparency | |||||||
| Responsible Tax Practices |
|||||||
| Fight against corruption and bribery |
|||||||
| Environmental and socio-economic compliance |
|||||||
| Sustainable Financing |
Considering the global results, we also present the TOP 3 per dimension analysed and the practices and processes we have in place (non-exhaustive list) to respond to the areas of interest identified.

| Top 3 Environmental Topics | Greenvolt's response | ||||
|---|---|---|---|---|---|
| Renewable/sustainable energy portfolio Climate change and greenhouse gas emissions Energy efficiency |
Diversified and differentiated portfolio, 100% based on renewable energy production |
||||
| a. | Quantification of the financial impacts of climate risks and opportunities and integration into the corporate risk management model and business strategy |
||||
| b. c. |
Energy rationalisation plans to improve eco-efficiency of biomass power plants |
||||
| Environmental Management Systems (ISO 14001) | |||||
| Environmental objectives and targets (e.g. carbon intensity reduction target) |
| Top 3 Social Issues | Greenvolt's response | |||
|---|---|---|---|---|
| Health and Safety Management Systems (ISO 45001) | ||||
| Ongoing monitoring of Health and Safety metrics and design of action plans |
||||
| Benefits Policy (e.g. flexible working hours) | ||||
| a. b. c. |
Safety, health and well-being Human Rights Talent Management |
Alignment with the European Taxonomy's Minimum Social Safeguards on Human Rights, Taxation, Corruption and Bribery and Fair Competition |
||
| Performance and Development Model | ||||
| Climate study and associated improvement plans | ||||
| Internal and external training | ||||
| Internal Mobility | ||||
| Top 3 Governance Issues | Greenvolt's response | |||
|---|---|---|---|---|
| Greenvolt Group Code of Ethics and Conduct and related policies |
||||
| Plan for preventing corruption risks and related offences (PPR) |
||||
| a. b. c. |
Fight against corruption and bribery Environmental and socio-economic compliance Responsible Tax Practices |
Adequate and proportional internal control system in the areas identified in the PPR |
||
| Compulsory Training Plan on legal and compliance policies |
||||
| Reporting practices and fiscal transparency in line with best practices |
The firm commitment to acting ethically and responsibly towards our employees, customers, suppliers and business partners requires the daily alignment of all those who act on behalf of the Greenvolt Group.
The prudent management of ethical issues in the Organisation is based on tools, structures and mechanisms, of which the following are notable:
The Ethics and Sustainability Committee has, among others, the task of safeguarding and monitoring the implementation of and compliance with Greenvolt's Code of Ethics and Conduct, seeking to:
The Ethics and Sustainability Committee operates according to its Internal Regulations, available at www.greenvolt.pt. Any questions or concerns regarding the Code may be raised through the channel provided for that purpose. The information handled in the Committee is confidential and restricted.
In 2022, there were no requests for clarifications or any alleged irregularities or breaches reported with regard to Greenvolt's Code of Ethics and Conduct.
94 3. RESPONSIBLE MANAGEMENT
In order to ensure the consistent and regular application of the ethical principles that have been defined, and as part of the implementation of Greenvolt's Sustainability Strategy 2022-2025, a communication and training plan for ethical issues is defined annually, which are fundamental tools for strengthening and disseminating the culture of ethics and integrity.
The Plan is approved by the Ethics and Sustainability Committee, and is targeted at employees and partners, involving, among other aspects, training and communication.
In November 2022, we launched an e-learning programme for the compulsory participation of all Group employees, the result of a joint effort by the Legal, Risk, Consolidation & Tax, Compliance, Sustainability and Human Resources teams. The programme brings together the most relevant contents for the achievement of this common mission, which should also be a goal for everyone: to foster a work environment that values ethics, diversity and respect for the law.

Comprising 5 videos and 2 static elements, available in 3 languages (English, Portuguese and Spanish), this training was made available to 100% of employees, and at the end of the regulatory period in which the course was active (employees who received the communications, incorporated until 31.10.2022) the completion rate was over 90%. Since then, the training programme remains available as part of the onboarding programme for all new admissions.
In addition to viewing and following the programme, participants answered evaluation questionnaires on each of the modules presented, for better assimilation of the contents, resulting in a 100% success rate (all those who took the evaluation were able to complete it).
The programme content, lasting approximately 90 minutes, is about:
95 3. RESPONSIBLE MANAGEMENT
In addition, various training sessions were carried out across the organisation on the procedures to be adopted regarding offers and invitations to events, which had high participation levels and satisfaction rates:

The Code of Ethics and Conduct is communicated to all employees and partners and is available on the Greenvolt website for consultation.
Greenvolt prohibits all active or passive acts and attempted acts of corruption, bribery or related offences, or any other forms of improper influence, in all of its internal and external relationships, including any attempts to practice it.
With the publication of Decree-Law 109-E/2021 of 9 December, which creates the National Anti-Corruption Mechanism and establishes the general regime for the prevention of corruption, as well as Law 93/2021 of 20 December, which establishes the general regime for the protection of whistleblowers, Greenvolt has strengthened the internal actions and mechanisms to combat corruption and bribery that have always existed since its inception.
Specifically, and throughout 2022, work was carried out to identify the risks of corruption and related offences and the creation and/or reinforcement of internal resources to address them. This work culminated in the drafting and publication of the Plan for the Prevention of Risks of Corruption and Related Offences (PPR), as well as a Manual of Procedures and Control Mechanisms for Risks of Corruption and a Public Procurement Manual. A Code of Conduct for the
Prevention of Corruption and Related Offences was also developed and published, responding to the obligations laid down by law and reinforcing, among employees, the importance Greenvolt places on this matter.
In July 2022, the Compliance Area was created with a scope of action that involves the implementation of an Anti-corruption Compliance Programme that structures, within best practices, the mechanisms of compliance with the anti-corruption legislation in force, namely in the identification and management of risks, the definition of policies and procedures, in promoting training and communication to the entire organisation, and in supporting the implementation of activities to adapt business processes to legislative and regulatory obligations.
As mentioned, in the course of 2022, internal procedures were developed within the organisation that sought, on the one hand, to regulate the acceptance of offers and invitations to events by Greenvolt employees and, on the other hand, to conduct integrity due diligence on Greenvolt's counterparties, namely its suppliers, customers, and business partners. For this purpose, a tool was acquired and developed to facilitate the management of integrity due diligence reviews. In high-risk cases, CEO approval is required, and it is recommended that robust contractual integrity clauses be included in corresponding agreements. Since its implementation at the end of 2022, 181 valuations have been performed on counterparts from different Group companies.

Finally, a Whistleblowing Channel has been set up and an Internal Whistleblowing Policy has been published to regulate its operation, ensuring the protection of any whistleblowers and promoting rapid, effective and efficient investigations into any communications made.
Keeping the determination and focus on the fight against Corruption and Bribery, Greenvolt is committed to continue the work it has started, having the following goals for the coming years:
Greenvolt understands the fundamental role of tax in society and in the regions where it does business. Recognising that tax policies globally are moving towards greater levels of transparency, with increasingly demanding reporting and communication standards, Greenvolt seeks to continuously improve its practices and proactively implement transparent tax policy and responsible tax action, ensuring an appropriate and uniform approach within the Group.
In this context, compliance with tax obligations is seen as an important component of the group's business and corporate responsibility and Greenvolt will continuously dedicate itself to the creation of mechanisms that contribute to the pursuit of this objective.
On this premise, and responding to the concerns identified by stakeholders, even if there is no annual obligation to communicate and report because the requirement regarding total income is not met, Greenvolt Group presents in 2022, for the first time, a "Country-By-Country Report" in line with the OECD Base Erosion and Profit Shifting (BEPS) reporting requirements.
For this purpose, the Group presents the main fiscal indicators for the most representative geographies in terms of turnover, namely Portugal, Spain, the United Kingdom, Poland and Romania.
98 3. RESPONSIBLE MANAGEMENT
| For each tax jurisdiction Names of the resident entities |
2022 GV Global |
Portugal Includes all the Greenvolt entities in Portugal. See Appendix 1 of Consolidated Report |
Poland Includes Greenvolt Power Poland Sp. z o. o., Greenvolt Power Group Sp. Zo. o., Greenvolt Power Solar Poland Sp. Zo. o., Greenvolt Power Wind Poland Sp. Z o. o., Augusta Energy Sp. z o. o., VRS 2 Sp. z o. o., VRS 4 Sp. z o. o., VRS 5 Sp. z o. o., Monsoon Energy Sp. Z o. o. and Pon- Therm Farma Wolka Dobryńska" Sp. z o. o. |
Romania Includes all the Greenwolt entities in Romania. See Appendix 1 of Consolidated Report |
Spain Includes all the Greenvolt entities in Spain. See Appendix 1 of Consolidated Report |
UK Includes all the Greenvolt entities in UK. See Appendix 1 of Consolidated Report |
|---|---|---|---|---|---|---|
| Primary activities of the organization | Promotion, development, and management, directly or indirectly, of power plants and other facilities for the production and sale of energy, through sources of waste and biomass and the carrying out of studies and execution of projects within the same scope |
Includes all the Greenvolt entities in Portugal. See Appendix I of Consolidated Report |
Includes all the Greenvolt entities in Poland. See Appendix I |
Includes all the Greenvolt entities in Romania. See Appendix Spain. See Appendix I of of Consolidated Report of Consolidated Report Consolidated Report |
Includes all the Greenvolt entities in |
Includes all the Greenvolt entities in UK. See Appendix I of Consolidated Report |
| Number of employees | 433,00 | 169.00 | 100.00 | 1.00 | 162,00 | 1.00 |
| Revenues from third-party sales | 275 950 692,80 | 116 998 774,68 | 13 764 986,01 | 29 551 536,06 | 16 684 576,87 | 98 950 819.18 |
| Revenues from intra-group transactions |
53 387 523,78 | 39 602 989,16 | 12 171 896,86 | 1 410 345,76 | 202 292,00 | |
| Profit/loss before tax | 33 802 926,05 | 7 834 145.87 - | 6 810 995.61 | 2 023 583,23 - | 7657 643,88 | 38 413 836,44 |
| Tangible assets other than cash and cash equivalents |
554 596 594,57 | 183 607 185.20 | 86 639 062.34 | 39 315 775,04 | 128 778,66 | 244 905 793,33 |
| Corporate income tax paid on a cash 1356 |
7 306 569,02 | 3 390 665,77 | 229 475,49 | 30 138,43 | 3 656 289,33 | |
| Corporate income tax accrued on profit/loss |
5 925 805,26 | 2619391,82 | 232672.12 | 3 073 741,32 |
The Group's guiding principles can be summarised as follows:
99 3. RESPONSIBLE MANAGEMENT
This issue is managed by the following:
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Asset Management enables the Greenvolt Group to derive value from assets by meeting its organisational objectives, while managing the financial, environmental and social costs, risks, quality of service and operational performance of its assets.
Asset Management is heavily involved with the other business divisions of the Group contributing actively to various activities such as:
The Greenvolt Group is also a member of the SolarPower Europe and Bioenergy Europe Association, which, in addition to allowing it to closely monitor regulatory trends in the various sectors that impact its business, also allows it to be aligned with the sector in the application of best practices in the management of its assets. It is also a member of the CBE (Biomass Centre for Energy) - a national entity that seeks to promote and value biomass and in which various public bodies and private organisations are represented.
With regard to Risk Management, risk description maps have been developed internally for the different assets and technologies, in line with the Greenvolt Group's Integrated Risk Management Policy. These maps will allow the operational risks of the business to be mitigated through their identification and systematic analysis, establishing a response strategy in accordance with their severity (binomial probability-impact).
In order to monitor operations and mitigate the impact of unexpected stoppages on asset availability, Greenvolt monitors all biomass assets 24 hours a day, all year round, through continuous operation on a rotating shift basis, using resident teams and external service providers (resident and non-resident).
In order to be able to monitor and control all operations, the power plants have a DCS (Distributed Control System) system that allows for real-time aggregation of all operational data (operating condition, real-time system response, equipment condition status, among others), to provide feedback to operators and asset managers, and to analyse information that enables operational standards to be established, adding value to operations and exporting best practices through benchmarking from a continuous improvement perspective.
For the remaining assets, Greenvolt is developing a digital tool that collects and harmonises data from its assets in order to monitor them on a centralised platform.
Based on our own knowledge of the assets that make up the business - by type - monitoring and performance metrics are defined that allow for the assessment of individual performance, supporting the preparation of periodic reports. Operating Budgets are defined each year in which, among others, the following goals are set:
There is also a focus on asset performance and energy efficiency. To this end, Energy Consumption Rationalisation Plans are in place - biomass power plants - which allow for a detailed follow-up of energy consumption and the implementation of the necessary measures to reach the established reduction targets.
In support of plant performance monitoring, the Asset Management team actively seeks to ensure that all equipment is inspected and maintained in accordance with the manufacturers' recommendations and market best practices, so as to maintain the lifetime of the plant for which it was designed, through supervision and management of the internal or external operation and maintenance teams and timely management of preventive maintenance planning. Additionally, through cost/benefit analyses, the Asset Management team seeks to identify investment opportunities to maintain the operational state of the asset or to improve its operational performance.
Asset Management also plays an active role in monitoring and supporting internal and external audits that are carried out periodically on assets used in operations. The biomass power plants of Figueira da Foz, Sociedade Bioelétrica do Mondego, Ródão Power and Constância are certified under ISO 9001, ISO 14001 and ISO 45001 and are subject to periodic audits to maintain the Certification Systems.
The following audits are scheduled for 2023:
As a result of the audits implemented, Greenvolt seeks to establish, whenever possible, a guideline with the implementation of improvement processes that seeks to adopt measures and protocols adapted to its reality and in accordance with existing good practices, increasing the productivity of the various teams involved in a sustainable and cohesive way, with a return on the improvement of the management of each asset.
An example of this is a pilot project that Greenvolt is developing at the Mortágua Biomass Power Plant to optimise the shutdowns and restarts of the asset. Additionally, a study is underway to develop a remote supervision system with an integrated asset management tool to support the operational activity of utility-scale projects.
With the rapid expansion of the Greenvolt Group, it has become necessary to develop projects for the harmonisation of processes. For example, one of the initiatives underway is to map the process of development and construction of Photovoltaic Solar Centres so that the organisation is involved in the process and it can be cross-cutting to the other geographic areas of the Group.
The ultimate responsibility for the Greenvolt Group's Security & Privacy Strategy lies with the Chief Executive Officer, who implements it according to the terms approved by the Board of Directors.
The IT Department works in close collaboration and coordination with the Chief Executive Officer in relation to the activities relevant to the realisation of the Security & Privacy Strategy in the Greenvolt Group, with regard to Cybersecurity risks.
For issues related to cybersecurity, Greenvolt has a specialised team within the technological areas, which has the main responsibilities of developing, implementing and maintaining cybersecurity management policies, standards and procedures, monitor technological changes, and ensure the reassessment of security issues, map security weaknesses, maturity and progress indicators, and promote specific training and awareness-raising activities. This Team is also approached whenever an incident occurs.
Regarding Privacy issues, the Internal Audit, Compliance and Continuous Improvement Department is tasked with developing a Specific Personal Data Protection Compliance Programme that promotes the compliance of Greenvolt's business processes with the obligations set out in the General Data Protection Regulation ("GDPR"). Under this programme, a specific Governance Model was defined for the respective Programme based on the Three Lines model, in which the responsibilities of the various participants are established, as well as the communication mechanisms between them. A Group Data Protection Officer has also been appointed with the purpose of supporting the Organisation in all matters related to Personal Data Protection, as well as monitoring compliance with the obligations applicable to it.
The Security & Privacy programmes and processes that we develop and maintain translate into practice the principles described in our policies, allowing us to manage the risks relating to availability, integrity, confidentiality, privacy and cybersecurity, which are associated with information/data, processes/assets or products/services.
During 2022, we started the process of implementing the cybersecurity project, which seeks to protect all company resources, including IT/OT, and eliminate or minimise potential threats. In this regard, the following actions, among others, will be implemented in 2023:
Integrated Annual Report 2022
In addition, during the period under review, we continued the implementation of other applications and systems in the finance and accounting areas, such as ERP SAP, CRM, intranet, etc.
The execution of these processes implies the involvement of multidisciplinary teams at all levels of the organisation, requiring the participation of Managers, Top Management and Departments, as well as the continuous commitment of all those responsible for monitoring and managing IT risks and/or systems. According to the System, control and management models are developed in line with the compliance guidelines established for the operation and safety model.
With regard to the protection of personal data, the Privacy Policy, available on Greenvolt's public website, regulates the conservation and processing of Personal Data in the context of the employment, contractual or service provision relationships established between Data Subjects and Greenvolt. The processing and storage of Personal Data is carried out in accordance with the General Data Protection Regulation ("GDPR") and other legislation applicable at any given time, and applies both during the course of the legal and/or contractual relationship with Greenvolt and when the processing of Personal Data is triggered.
Several cross-cutting methodologies were defined in 2022 and approved in 2023 with the purpose of raising the Organisation's awareness of the obligations anticipated in the GDPR, as well as promoting the establishment of common compliance mechanisms in the various Group companies. With regard to Cybersecurity, a benchmark has been defined for Information Security Measures applicable to the systems in which personal data is processed. An internal procedure has also been defined that allows for the detection, description, elimination, recording and reporting of security incidents, namely those considered violations of personal data.
During 2023, training sessions will be held on the most relevant aspects of Cybersecurity and Personal Data Protection for the entire Organisation. Additionally, relevant activities will be implemented to ensure the adequacy of the various business processes to the obligations of the GDPR, and this implementation will be followed up and monitored by the Compliance Department.
Greenvolt recognises the importance of promoting sustainability throughout its value chain.
Suppliers are a key element for the company to guarantee quality, rigour and excellence in its business activities, and which influence its economic, social and environmental impact and performance.
In this context, Greenvolt takes special care when selecting suppliers and the relationship it establishes with them, committing itself to promoting an open and transparent dialogue with all in order to work together and support them in complying with the Supplier Code of Conduct.
In 2022, we sought to leverage sustainability in the Group's supply chain, through the implementation of various initiatives aimed at improving our performance in this aspect, namely, by developing a global sustainable procurement policy and carrying out evaluations of due diligence integrity of Greenvolt's counterparts.
The Sustainable Purchasing Policy applies to all direct and indirect suppliers, who are required to follow the principles described therein, namely in terms of human rights and working conditions; integrity, transparency and compliance; environmental protection, quality, innovation and continuous improvement; and safety and health.
It also defines identification, evaluation and monitoring mechanisms, which allow critical suppliers to be identified, risk exposure to be assessed, and mitigation measures to be defined accordingly. Examples of mechanisms that can be used are internal and on-site audits, the application of sustainability surveys and, finally, the continuous monitoring of suppliers' performance.
The Supplier Code of Conduct conveys the principles, commitments and minimum standards of action in the field of sustainability, to be met by suppliers who work with Greenvolt, in addition to applicable laws and regulations. It clarifies expected conduct in matters such as occupational health and safety, environmental protection, human rights, labour relations and ethics, among others. The Supplier Code of Conduct is available at Greenvolt's website, and supplements the Group's Code of Ethics and Conduct.
Integrated Annual Report 2022
It is an integral part of all contracts between suppliers and Greenvolt. All employees of suppliers involved in contractual activities with Greenvolt must be aware of applicable requirements and ensure their fulfilment.
Adherence to the Charter of Principles of BCSD Portugal, which took place in 2021, reinforces and publicly affirms the commitment to managing with integrity and responsibility in the Group's business, both internally and in the value chain.
The Charter establishes guiding principles, in line with internationally recognized ethical, environmental and social standards and practices, to be adopted by companies and promoted within their sphere of influence. The principles set out in this charter cover the areas of (i) legal compliance and ethical conduct; (ii) human rights; (iii) labour rights; (iv) prevention, health and safety; (v) environment; and (vi) management.

The volume of acquisitions in 2022 was slightly higher than 196 million, of which 82% related to national suppliers (purchases made from local suppliers in each country).
The residual forest biomass that we use in the biomass power plants in Portugal is 100% provided by Altri Abastecimento de Madeiras, a company of the Altri Group with the mission of ensuring the sale of raw materials from forests to the Group companies.
Altri is responsible for the management of about 88.3 thousand hectares of forest in the country, balancing in this area production forests (essential for our activity) and conservation forests, with preservation of the natural values present, fully certified by theForest Stewardship Council® (FSC® FSC-C004615) and by the Programme for the Endorsement of Forest Certification™ (PEFC™), two of the most recognised forest certification mechanisms worldwide.
Altri Abastecimento Madeiras provides all the necessary supplies, and is responsible for managing the supply chain for ground biomass until delivery, duly crushed. To this end, it establishes relationships with other companies in the form of contracts, partnerships and collaboration mechanisms for biomass procurement, including Altri Florestal.

The Tilbury power plant is maintained by BWSC (the supplier responsible for this power plant's engineering and construction activities), which handles preventive maintenance and optimises the fuel process. Fuel quality, the other critical element in the plant's performance, is specified under the terms of the fuel supply agreement with Esken Renewables.
In decentralised production, key suppliers are distributed into different categories such as installers, call centres and components/materials distributors, which is extremely important in promoting their relationship of trust and proximity with the customer, as well as in the quality of the services provided.
Throughout 2022, Greenvolt has been developing internal procedures aimed at conducting integrity assessments of Greenvolt's counterparts, namely its suppliers, customers and business partners, in order to identify the integrity risks of these counterparts.
During the supplier evaluation process, the following aspects are analysed and weighed for each company, its owners/shareholders and beneficial owners:
Additionally, a tool was acquired and developed to facilitate the management of integrity due diligence analyses. According to the risk rating obtained, recommendations are issued that in some way address the integrity risks that have been identified.
During 2023, this due diligence analysis tool will be complemented with ESG and Financial Risk modules, with the aim of integrating a more holistic view of due diligence and ensuring that all Integrated Annual Report 2022
risks and impacts along the value chain are identified, assessed and communicated, where applicable, to Greenvolt's senior management.
In 2022, and according to the criteria established internally, around 68 suppliers (57% national) were assessed in accordance with the aforementioned aspects, which, despite only corresponding to 7% of Greenvolt's total suppliers, considers those that are critical (for which there is a prospect of annual sales to the Greenvolt Group of €100,000.00 or more).
Greenvolt is committed to the transformation and continuous improvement of its processes in order to better compete in the digital era and continue to grow. This mentality requires, not only the use of new technologies, but also the training of people to use said technologies, along with a clear definition of the digitalisation processes to be implemented.
The creation of a Continuous Improvement department in 2022 reflects Greenvolt's commitment to promoting excellence and sustainable growth by creating a new approach to problem solving, involving the business units in the creation, planning and implementation of new solutions, with the aim of ensuring more efficient communication between departments, optimising synergies, and making operations more agile and efficient. In this regard, technology plays a critical role in continuous improvement activities by providing tools for analysis, monitoring and decisionmaking support, as well as task automation.
The continuous improvement culture seeks to increase productivity and efficiency, reduce costs, increase employee involvement and motivation, and improve customer satisfaction and loyalty.
In 2023, the Continuous Improvement department will continue to drive excellence and innovation at Greenvolt, focused on process improvement, and ensuring long-term success supported by sustainable growth that will generate value for the organisation and its stakeholders.
• Greenvolt nominated as one of the finalists in the Transformation Award category of the 34th IRGA (Investor Relations and Governance Awards), which aims to recognise projects with significant impact on company business strategy in 2021.
• Greenvolt - Energias Renováveis, S.A., was honoured in GlobalCapital's Equity Capital Markets Awards as one of the "Outstanding Equity Capital Market Deals" in Europe, the Middle East and Africa, in recognition of the success of the Initial Public Offering (IPO) held in July 2021.
• Greenvolt awarded the 2021 Investment Award by the UK-Portugal Department for International Trade Business Awards, which recognises Portuguese companies entering the UK market through acquisition, confirming the importance of the UK market in their international growth strategy.
110 3. RESPONSIBLE MANAGEMENT
Integrated Annual Report 2022
• Greenvolt named "Issuer of the Year" at the Euronext Lisbon Awards, which honours issuers that have carried out the most significant and visible operation in the Portuguese capital market. Greenvolt listed on Euronext Lisbon in July 2021, after successfully completing the Initial Public Offering (IPO).

| 4.1 Financial Performance of the Group | 114 |
|---|---|
| 4.2 Performance by Business Unit | 117 |
| 4.3 Non-Financial Performance | 120 |
| 4.3.1 Commitment to the Planet | 120 |
| 4.3.2 Commitment to People | 171 |
| 4.3.3 Commitment to the Community | 191 |
| 4.4 Outlook | 197 |
| Thousand Euros | 2022 | 2021 (Restated) |
Δ % | Δ Abs. |
|---|---|---|---|---|
| Total revenues | 259,742 | 141,507 | 84% | 118,235 |
| Total operating costs | (182,776) | (84,689) | 116% | (98,087) |
| Results related to investments | 14,998 | (276) | n.a. | 15,274 |
| Adjusted EBITDA | 96,507 | 61,586 | 57% | 34,921 |
| EBITDA | 91,964 | 56,541 | 63% | 35,423 |
| EBIT | 53,564 | 29,854 | 79% | 23,710 |
| Consolidated net profit for the year | 25,492 | 12,253 | 108% | 13,239 |
| Attributable to: | ||||
| Equity holders of the parent | 16,609 | 7,750 | 114% | 8,859 |
| Non-controlling interests | 8,882 | 4,504 | 97% | 4,378 |
Total revenues reached 259.7 million Euros, representing a 84% increase when compared to 2021. The growth trend in revenues occurred in all three segments where the Group operates, not only due to the 12-month consolidation of the operations of Tilbury, Greenvolt Next Portugal, Perfecta Energía and Greenvolt Power, but also due to the operational improvements implemented and commercial reinforcement in the distributed energy segment.
Operating costs increased to 182.8 million Euros, reflecting the integration of 12-month of operations of the above-mentioned companies, as well as higher structure costs, namely in terms of payroll expenses, as needed to expand the Group's presence in the various geographies. It should be noted that operating costs include 4.5 million Euros of transaction costs (5.0 million Euros in 2021); also in 2022, the Group paid approximately 6.2 million Euros of windfall tax in Romania, referring to the Lions solar park.
The results related to investments include the results of joint ventures and associates, which in 2022 reflect the positive effect arising from the sale of the 50 MW portfolio of wind assets by Augusta Energy, with an impact of approximately 12 million Euros, as well as the positive contribution of approximately 4.5 million Euros related to three solar PV assets (48 MW) held by Augusta Energy, whose positive result mainly arises from the valuation at fair value through profit or loss of the PPA contracts with T-Mobile Polska. It should be noted that this line item also reflects the negative contribution of MaxSolar, amounting to 0.6 million Euros, which saw a significant improvement in its business in the last quarter of the year.
EBITDA increased by 35.4 million Euros when compared to the previous year, thus totalling 92.0 million Euros in 2022 (growth of 63%). Excluding the transaction costs incurred in 2022, EBITDA would have been 96.5 million Euros.
The biomass segment, which includes the power plants in Portugal, structure costs and the Tilbury power plant, was, during 2022, the one that contributed the most to the Group's consolidated results, which is expectable given the maturity of this business.
In fact, the biomass and structure segment recorded total revenues of 195.2 million Euros, reflecting an increase of 48% when compared to the previous year, while EBITDA amounted to approximately 92.7 million Euros, which reflects an increase of 56% when compared to 2021.
The Group has strengthened its pipeline in the renewable solar photovoltaic and wind energy segment, mostly through its subsidiary Greenvolt Power, but also through SEO in Spain. Greenvolt is, at the end of 2022, present in 16 geographies, having reinforced its team in order to develop these markets in the coming years. The total revenues of this segment reached 28.1 million Euros, which compares to 1.8 million Euros in 2021, thus presenting a significant growth justified by the 12-month consolidation of Greenvolt Power, which includes the revenues from the solar park in operation in Romania, allowing a greater recurrence at the EBITDA level, in a business that is strongly impacted by the pace of development and sale of assets. The segment, with an EBITDA of 5.6 million Euros in 2022, made a positive contribution to the Group's EBITDA, showing a marked improvement when compared to 2021, with the growth being mainly explained by the operations of the Lions park, as well as by the recognition of the margin associated with the sale of the 50 MW portfolio in Poland.
Finally, in the distributed generation segment, which includes the subsidiaries Greenvolt Next Portugal, Greenvolt Comunidades, Perfecta and Univergy Autoconsumo, the contribution to the annual EBITDA remained negative, even though the segment's sales have recorded significant growth (sales of 44.2 million Euros in 2022, compared with 8.7 million Euros in 2021). These results reflect the business growth phase in which most companies are. Through the measures already implemented to increase the rate of installations, the Group estimates that the negative results of the segment will be reversed in 2023.
EBIT for 2022 increased by 79% when compared to the same period of 2021. In 2022, based on the analysis of the business plan and the results of the power plant, the Group reversed an impairment related to the license of Ródão power plant, in the amount of 4.7 million Euros, which positively impacted EBIT in this period.
The increase in amortisations, when compared to the same period in 2021, is mainly explained by the subsidiaries TGP and Greenvolt Power (12-month consolidation effect). It should be noted that the amortisations in 2022 include approximately 8.6 million Euros related to the amortisation of intangible assets generated in the acquisition processes (Purchase Price Allocation). In 2021, the amortisations of intangible assets resulting from Purchase Price Allocation processes were approximately 2.5 million Euros.
The adjusted Net profit attributable to Greenvolt reached 16.6 million Euros, which reflects an increase of approximately 114%, when compared to the adjusted Net profit attributable to Greenvolt in 2021.
Non-controlling interests increased compared to the same period of last year, with the variation being essentially related to TGP.
Greenvolt's net financial debt at the end of December 2022 amounted to 342.1 million Euros, corresponding to an increase of 2.31x when compared to 2021. Cash and cash equivalents increased from 258.8 million Euros to 381.0 million Euros.
The increase in the Group's debt is linked to Greenvolt's investment policy, namely through the acquisitions of Lions park, the investment associated with the construction and development of wind farms and solar parks, the investment and financing of associated companies (MaxSolar and Infraventus partnership). This increase was partially offset by the capital increase of approximately 100 million Euros that took place in July.
It should also be noted that, in the fourth quarter of 2022, under the Green Bond framework, Greenvolt issued 150 million Euros of debt to retail investors in Portugal, maturing in five years and with a fixed coupon of 5.20%. In 2022, the new lines available amount to 342.4 million Euros, which include the 150 million Euros of the Green Bond aforementioned, but also Commercial Paper lines, new bond loans and project finance for various Group entities.
During 2021, Greenvolt raised, in the Portuguese market and in the debt capital market, around 475 million Euros, of which 205 million Euros were contracted after the IPO. In that year, Greenvolt has successfully concluded, in November, the issuance of a 7-year Green Bond in the global amount of 100 million Euros, with a fixed coupon rate of 2.625%.
It should be noted that, already during 2023, Greenvolt reached an agreement with the global infrastructure investment fund managed by KKR, issuing 200 million Euros of Conditionally Convertible Unsecured Bonds with an interest rate of 4.75% and repayment in 2030.
The Group performs a centralised management of its financing, with 61% of its gross debt being contracted at the level of Greenvolt Energias Renováveis S.A.
In 2022, the average cost of debt used was 3.4%, which represents an increase of 150.6 basis points when compared to 2021, mainly explained by the significant increase in interest rates but also by an increase in the average spread of the financing contracted, in line with the observed in the financial markets.
During the third quarter of 2022, Greenvolt received its first debt rating, assigned by EthiFinance, with a rating of BBB- and Stable Outlook. placing the debt in "investment grade". The rating assigned by the European financial rating agency places the debt in "investment grade".
Greenvolt's stock market price closed the year 2022 at 7.80 euros per share, which compares with the stock market entry price of 4.25 euros per share in July 2021, and implies a growth of 84%.
During 2022, Greenvolt shares were traded at a high of 10.80 euros per share and a low of 5.25 euros per share. In total, about 126.6 million Greenvolt shares were traded.
The year 2022 was also marked by a capital increase reserved for shareholders, which took place in July, where 17,792,576 were issued at a subscription price of 5.62 Euros per share.
Greenvolt operates five biomass power plants in Portugal and one in the United Kingdom, with an installed injection capacity of 142 MW4 . In Portugal the power plants in Figueira da Foz, Mortágua, Constância and Ródão use exclusively biomass from forestry and agro-forestry waste, while in the United Kingdom, the electricity is produced from urban waste from demolition and construction activity.
Biomass plants in Portugal and United Kingdom injected 1,026 GWh of electricity into the grid, 17% more than in 20215 .
In waste recovery and achievement of the circular economy, the five production units in Portugal and the Tilbury power plant accounted for the reuse of 1,402 thousand tonnes of forest waste.
The average availability of the power plants reached 91,4%, which compares with 89,3% from the previous year. In 2022 a set of improvements continued to be implemented, in order to increase operational efficiency.
In 2022, the electricity storage project proceeded at the Sociedade Bioelétrica do Mondego (SBM) plant, in Figueira da Foz, which will allow an increase of 1.5 MW of injectable power.
The scheduled maintenance shutdowns of the Portuguese power plants can be detailed as follows:
| Power Plant | Scheduled shutdown in 2022 |
Scheduled shutdown in 2023 |
|---|---|---|
| Constância | feb/22 | may/23 |
| Mortágua | oct/22 | oct/23 |
| Figueira da Foz I | jun/22 | oct/23 |
| Ródão Power | nov-dec/22 | oct/23 |
| Figueira da Foz II (SBM) | mar/22 | jun/23 |
| Tilbury Green Power | may/22 and oct-nov/22 | apr-may/23 |
4 Installed capacity according to the respective injection license.
5 Only the second semester was considered for the UK plant in 2021 (after the acquisition date).
Greenvolt is today one of the key European players in the promotion and development of wind and solar electricity production projects, with a presence and its own teams in several European markets including Portugal, Poland, Greece, Italy, Hungary and Romania, in addition to its presence in the United States of America, currently holding a pipeline of about 6.9 GW.
Greenvolt's portfolio of utility scale projects under development is shown in the map below, detailing the 591 MW of the pipeline that are currently already Ready to Build, in construction or COD:

In terms of non-organic activity, at the end of March, Greenvolt announced, in partnership with Nature Infrastructure Capital (NIC), the purchase of a 35% stake in MaxSolar GmbH (MaxSolar). The first quarter was also marked by the creation of a joint venture with Infraventus for the development of solar projects in Portugal, totalling 243 MWp, as well as the incorporation of Sustainable Energy One, in partnership with Green Mind Ventures, with the aim of promoting, acquiring, and developing small and medium-sized photovoltaic projects in the Spanish market.
In May, the acquisition of LJG Green Source Enery Alpha (Lions) was announced, which owns a solar park in Romania with an installed capacity of 45 MWp. This park has been in operation since 2013, with a stable electricity generation profile, and its revenues include a component of electricity sales in the market and another of green certificates, valid until 2031, the sale of which is mostly contracted with the German company E.ON. The Group believes that there are opportunities to improve the profitability of this asset, such as through the execution of PPA contracts, operational optimisation, and the potential for repowering these assets.
In the second quarter, a project concerning the development of a 90 MWp wind farm in Iceland was also acquired.
The year 2022 was marked by the first execution under the asset rotation strategy, with the sale of 50 MW of wind assets in Poland, of which Greenvolt owns 50% (through a joint venture with KGAL, a German asset manager).
Greenvolt's strategy for this segment involves strengthening the company's presence in the markets where it already operates, with preference for smaller projects with a fast time-tomarket, secure interconnection and in co-development.
In Portugal, besides the partnership with Infraventus, Greenvolt continues the development of several projects, particularly in solar photovoltaic, highlighting the solar project of Tábua, Águeda and the small production units (a total of 118 MWp) that are currently under construction.
Overall, Greenvolt has 69 MWp in Ready to Build, 405 MWp under construction and 116 MWp have reached the COD stage. In terms of electricity generated by its utility-scale operations, around 52.6 GWh of electric energy was injected into the grid during the year, through the Lions park in operation in Romania and a portfolio of 48 MW of solar assets in Poland that reached COD during the second half of the year.
The development of renewable projects will continue to be the major driver of Greenvolt's activities, contributing to the fight against climate change and meeting the goals of international energy policy, particularly in the European Union.
2022 was a very dynamic year, benefiting from organic growth and acquisitions in distributed generation companies. The potential of this segment is confirmed by the favourable environment of high energy prices, the need to diversify energy sources and an increasingly favourable regulatory climate.
In Portugal, Greenvolt operates through Greenvolt Next (70% owned), in the B2B selfconsumption segment and through Greenvolt Comunidades dedicated to collective selfconsumption, whose activity began in April.
In Spain, the company is present through Perfecta Energía, 42% owned by GreenVolt, which is dedicated to the promotion, development and implementation of residential self-consumption projects in Spain. In 2022 Perfecta Industrial was created and Greenvolt acquired 50% of the capital of Univergy (current Greenvolt Next España), entering the B2B segment in Spain.
During the fourth quarter of 2022, Greenvolt entered the Polish market through Greenvolt Next, incorporating Greenvolt Next Polska.
During 2022 financial year, overall, the segment installed 39.4 MWp between Portugal and Spain, representing a 71% increase versus the pro-forma results of the previous year, and signed a total of 149.1 MWp of contracts, between Portugal, Spain and Poland. Of these signed contracts 52.5 MWp are PPA contracts, 30.2 MWp of which are related to Greenvolt Comunidades. Greenvolt ends the year with a backlog of projects to install of 148.9 MWp.
The low penetration, both in Spain and in Portugal, of domestic self-consumption opens up excellent opportunities for development and for contributing, on the one hand, to relieving the
burden of the energy bill on households and, on the other, to accelerate the energy transition to a carbon-free model.
4.3.
Confirming the trend of previous reports, in the 2023 edition of the World Economic Forum's "The Global Risks Report 2022 17th Edition", climate change continues to be perceived as the greatest threat to humanity over the next decade.
With the entry into force of the Paris Agreement, the international community sought to provide an effective global response to the urgent need to halt the rise in the average global temperature and resolutely address the challenges linked to climate change. The Paris Agreement aims to decarbonise the world's economies. One of its long-term goals is to limit the rise in the average global temperature to well below 2°C above pre-industrial levels, and to make efforts to keep the temperature increase at 1.5°C, recognising that this will significantly curb the risks and impacts of climate change.
Although some progress has been made, countries' promises are still insufficient to limit the rise in the average global temperature to 1.5ºC. According to the International Renewable Energy Agency (IRENA), to limit the global average temperature increase to 1.5°C, the electricity sector will have to be decarbonised by mid-century, with the production of renewables leading this transformation and solving different problems at the same time: energy affordability, energy security and the climate crisis.
Greenvolt is aware of the extent and depth of the transition that is necessary to achieve the goal of carbon neutrality by 2050, and through its Sustainability Policy it has assumed a set of principles for the Environment that respond to this challenge.
Throughout 2022, we have strengthened our commitments in the three dimensions of greatest relevance to the business and to our stakeholders on issues of environmental sustainability, with the ambition of creating a positive and transformative impact on the planet through business models of decarbonisation, circular use of resources and protection of biodiversity. We also continued to invest continuously and consistently in a more efficient use of natural resources, promoting circularity and optimising water and energy consumption, and minimising greenhouse gas emissions (GHG), without neglecting the appropriate management of waste.

2022 was a year characterised by a positive evolution in the Greenvolt Group's climate path and strategy.
After quantifying the greenhouse gas emissions (GHG) associated with Greenvolt's operation (scope 1 and 2 emissions) in 2021, the base year of the Group's emissions inventory, we increased the level of commitment. In addition, we made significant progress in the quantification of scope 3 indirect emissions, namely the emissions of the value chain that occur from the production of goods and services acquired from suppliers to the use of products and services by customers, and where the most significant opportunities for reducing emissions are found, namely through engagement initiatives with suppliers.
We also increased our ambition concerning the Group's carbon intensity reduction target, aligning it with the 2026 Business Plan, and reported transparently on the strategic implications of climate change on our business by adopting most of the disclosures recommended by the TCFD framework.
Governance: oversight and accountability for climate risks and opportunities.
Strategy: identifying climate risks and opportunities, estimating impacts and scenario analysis.
Risk management: management processes and tools to identify, assess and manage climate risks and opportunities.
Targets and KPIs: assessing and managing climate risks and opportunities.
Integrated Annual Report 2022

Greenvolt has the highest commitment to climate management, some of the main components to achieve this being the solid management in terms of Corporate Governance and the integration of these issues in the decision making of the company's governing bodies. The functions performed by these bodies are key to guarantee the achievement of climate objectives and guiding the climate management strategy, through an integral and coordinated effort in all areas of the company.
The company ensures that policies are established and updated in accordance with the vision of the main shareholders and the main international standards.
The following chart shows the Committee structure under the responsibility of the Board of Directors, with climate related responsibilities. The Chief Executive Officer is responsible to implement the Sustainability Strategy, and specifically the climate transition plan, defined in programmatic terms by the Board.
Integrated Annual Report 2022

Greenvolt's organizational structure gives the Board of Directors responsibility for guiding the management of the company in accordance with the interests of the company and its stakeholders. To carry out these functions, the Board of Directors analyses the most relevant aspects of the company's performance and develops policies, strategies, and procedures in environmental, social and governance matters, with particular emphasis on climate issues.
To support the Board of Directors, there are four committees that oversee the corporate policies to be implemented and management practices: Shareholder´s Remuneration Committee designated by the Shareholder´s General Meeting, and three committees designated by the Board, namely Ethics and Sustainability Committee; Audit, Risk and Related Parties Committee; and Strategic and Operational Monitoring Committee.
Below is a summary of the main climate related responsibilities of the Board of Directors and the committees under its control.
| Board of Directors | |
|---|---|
| Reviewing, tracking and approving the company's climate targets, policies and actions; | |
| Responsibilities | Assessing and approving the company's climate-related risk management strategy; |
| Examining and approving the corporate strategy, including the annual budget and the Strategic Plan, which incorporate the Group's main objectives and actions that the Company plans to undertake to lead the energy transition and tackle climate change; |
|
| Assuring that the company accurately and transparently reports its climate-related risks and opportunities to stakeholders and regulatory authorities; |
|
| Monitoring the company's progress in achieving its climate-related goals and objectives and implementing corrective measures as needed. |
|
| Meetings Periodicity | Quarterly and ad-hoc. |
| Ethics and Sustainability Committee | |
|---|---|
| Responsibilities | Proposing to the Board of Directors the commitments, objectives, and goals in ESG (Environmental, Social and Governance) and sustainability matters (together "Sustainability") considering climate change issues, in line with the best practices in the sector, identifying the resources necessary for their implementation, namely through the definition of the Company's sustainability policies and strategies, as well as plans for their implementation. |
| Supervising compliance with the Company's sustainability policies and rules, monitoring, and reporting to the Board of Directors the Company's performance in relation to climate change indicators. |
|
| Ensuring the alignment of the Company's strategic plan with the climate change commitments assumed by the Company. |
|
| Preparing of the Annual Sustainability Report of Greenvolt, ensuring that climatic considerations are covered, and the responses to specialized climate change indices and disclosures (e.g. Carbon Disclosure Project) for approval by the Board of Directors. |
|
| Meetings Periodicity | Quarterly |
| Audit, Risk and Related Parties Committee | |
|---|---|
| Defining and updating of the company's risk map including climate risks and opportunities; | |
| Responsibilities | Support the Board of Directors in defining the company's risk appetite, taking into account climatic particularities; |
| Reviewing of the climate disclosure, especially the financial impact of risks and opportunities, of the company included in the Annual Report. |
|
| Meetings Periodicity | Quarterly |
| Strategic and Operacional Monitoring Committee | ||
|---|---|---|
| Responsibilities | Supporting and collaborating with the Ethics and Sustainability Committee on the following matters: A) appraisal and evaluation of the corporate governance and sustainability model, practices, policies and standards adopted by the Company, including the monitoring of its implementation and the submission of proposals for revision; B) evaluation of the management and conduct practices and internal procedures adopted in the Company, assessing compliance with legal and regulatory standards, as well as with the recommendations and guidelines issued by the competent authorities, including the submission of proposals for revision. |
|
| Meetings Periodicity | Quarterly |
| Chief Executive Officer | ||
|---|---|---|
| Responsibilities | In conjunction with Board of Directors create an environment for the climate risk management process to work effectively; |
|
| Assessing and managing the company's risks and opportunities related to climate change, including identifying and assessing the potential physical and transition risks related to climate change that the company faces |
||
| Define an operational working team to manage and update regularly the alignment with TCFD recommendations, as well as Identified climate related risks and opportunities |
||
| Establishing and communicating a clear vision and strategy for the organization's role in addressing climate change; |
||
| Assuring that the operations and products of the company are as sustainable as feasible; | ||
| Cooperatively advancing the transition to a low-carbon economy with other businesses and organizations; |
||
| Engaging with stakeholders, including investors, customers, and policymakers, on the company's climate-related activities and performance. |
||
| Meetings Periodicity | Quarterly |
At the end of the Committee meetings, minutes are drafted with the main conclusions discussed, including climatic particularities, if any, and, after approval by the Committee members, they are entered in the proper a registry book. In this way, all Committee minutes are traceable and accessible to all members.
The shareholders' remuneration committee has been appointed by the shareholders with competences pertaining to the definition of the executive director's remuneration and climate related targets for the variable component of the remuneration.
For successful climate management, Greenvolt considers that is essential to involve and integrate various areas of the company, ensuring a flow of information that allows the achievement of better results in the implementation of the climate strategy.
To this end, an internal working group was created at Greenvolt, composed by the Sustainability, Risk Management, Mergers & Acquisitions (M&A), and Investor Relations areas. This working group will be responsible for updating and deepening the exercise of identifying, analyzing, assessing and managing the most relevant climate risks and opportunities that the company is exposed to. In addition, other areas, such as Regulation and more technical areas, may be included on an ad-hoc basis to address specific issues, for example the analysis of risks and opportunities derived from the increasing regulation that is emerging at European and national level. This group meets at least quarterly, aligned with the occurrence of the Ethics and Sustainability Committee.
This corporate culture of fostering cross-cutting integration and shared management of climate issues is primarily aimed at building resilience into the corporate strategy, as climate risks are a potential threat to the proper functioning of any of the business units.
Below is a list, by area, of the climate related responsibilities of Greenvolt that play a role in the working group:
| Sustainability Department | |
|---|---|
| Supports the analysis of future climate scenarios for the development of the decarbonization strategy and provides technical support to the business to ensure the development of the strategy; |
|
| Responsibilities | Supports the Risk Department in updating emerging risks and opportunities related to climate and framed within the TCFD recommendations, aiming at improving its management process and business continuity, and empowering the business units with climate change adaptation plans; |
| Monitors and communicates to the Board of Diretors and to the different committee's information on the implementation of climate related policies, actions and targets; |
|
| Proposes new climate policies, actions and targets, aligned with the existing sustainability strategy. |
|
| Reporting flow | The Sustainability Department reports directly to the CEO, on a weekly basis. |
| Risk Management Area | ||
|---|---|---|
| Responsibilities | Manage and coordinate the process of identification and assessment of risks and opportunities associated with climate changes in the company, in the short, medium and long term; |
|
| Verify that climate risks and opportunities identified are aligned with the approved risk management appetite; |
||
| Ensure the integration of the activities of identification, assessment and management of climate risks and opportunities in the risk management process; |
||
| Consolidate and communicate relevant climate risks and opportunities to the Board of Directors and Committees, as needed. |
| M&A and Investor Relations Area | ||
|---|---|---|
| Manage and coordinate the quantification process of risks and opportunities related to climate change in the company, in the short, medium and long term, and in different future climate scenarios; |
||
| Ensure results are integrated in the decision-making processes of the existing businesses and of future investments and strategic decisions; |
||
| Responsibilities | Inform about strategic plan evolution and update, including, but not limited to entries into new geographies and or businesses, development of new products and services, establishment of new partnerships, expansion of existing businesses, that could impact climate related risks and opportunities; |
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| Ensure that the company is well positioned to properly communicate to investors and to the general market its resilience vis-à-vis the climate risks and opportunities identified; |
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| Ensure that concerns and/or expectations from investors related to climate risks and opportunities are addressed. |
The company is highly committed to climate change and therefore plays an active role in numerous associations and organizations of various kinds with the aim of combating climate changes both nationally (e.g. BCSD Portugal) and globally (e.g. United Nations Global Compart). In addition, the company also collaborates with organizations more closely linked to the reneweable energy sector, such as SolarPower Europe, Bionergy Europe, AP2H2 - Associação Portuguesa para a Promoção do Hidrogénio, APE - Associação Portuguesa de Energia and others (see section "3.1. Policies and Committments).
The risk management is an essential pilar on how Greenvolt conducts its activities, thus present in the culture of Greenvolt Group and in the various existing processes, with all employees having the initial responsibility for seeking solutions that allow managing risk events, reducing their impact and/or likelihood. The risk management methodology is based on the guidelines of the Board of Directors and principles defined in the COSO and ISO 31000 frameworks.
The risk management system, based on the "Integrated Risk Management Policy", establishes a process for the identification, analysis, evaluation, monitoring, treatment, and reporting of the most relevant risks for the Group.
To support the risk management process and establish a common risk language to all stakeholders Greenvolt establish a risk management structure model, composed by 4 risk categories (Strategic, Business, Financial and Operational). Climate risks are integrated into the corporate taxonomy, as part of the Strategic category.
The definition of the taxonomy of climate risks and opportunities has been made considering the recommendations of TCFD, which differentiates between physical and transition risks and opportunities.
In the identification of acute physical risks, the impacts derived from extreme weather events such as heat waves and fires, etc. have been considered. On the other hand, chronic physical risks have made it possible to assess the impacts derived from long-term climate trends such as temperature increases. Finally, impacts associated with the transition to a low-carbon economy have been considered, such as risks associated with regulatory changes, new technological developments, and changes in consumer perceptions. The identification of opportunities has also taken into account acute, chronic (e.g. increased solar radiation) and transitional opportunities (e.g. new product development, regulatory changes, development of new technologies, etc.).
The following graph shows the risks and opportunities in alignment with TCFD that have been considered to have or may have the greatest impact on Greenvolt business.
Risks and opportunities with potential impact for Greenvolt

Risk management is a continuous and regular process that requires the review and updating of risk and opportunity profiles across the group. To ensure the updating and integrity of the data, a formal review process is carried out once a year by the Risk Management Department. In this process, climate risks and opportunities are considered and assessed like all the others identified in the Group.
All risks are assessed on an inherent and a residual basis after risk treatment have been considered. Each risk is assessed in accordance with the risk appetite defined by the Greenvolt's Board of Directors.
The risk management system is composed of a set of components, divided by processes, single and integrated actions. The risk management system comprises the components presented in section 2.4, and the climatic particularities associated with each are explained in this context.
In order to identify risk and opportunities related to climate changes, workshops were held with representatives from each of the Business Units, including managers and technicians from the Corporate, Biomass, Solar and Wind areas.
In the risk assessment activity, it is essential the identification of events and consequences that may exist for risks and opportunities and the likelihood that these events and consequences may occur.
A particularity of climate risks and opportunities is that this assessment is carried out for the different time horizons and climate scenarios defined internally by Greenvolt. To carry out this analysis, risk owners have at their disposal supporting information such as market variables obtained from the International Energy Agency (IEA), transition risks and physical variables obtained from the Network for Greening the Financial System (NGFS) and physical risks obtained through a database processing tool (e.g. Copernicus, Cordex, etc.) of the European Union, which also provides information on the frequency and probability of occurrence of certain meteorological phenomena.
In addition, and following TCFD recommendations, the concepts of vulnerability and speed of occurrence are evaluated for climate risks and opportunities.
The risk treatment process involves analyzing possible response strategies to determine the most appropriate treatment to manage the risks and the opportunities identified. Possible risk treatment strategies include: avoid, prevent, mitigate, transfer, accept and pursue, for the opportunities.
With the aim to keep risks within acceptable levels, control mechanisms are implemented to manage the likelihood and/or the impact, which also include the placement of insurance policies to cover events of damage caused by climate changes.
The TCFD Internal Working Group annually monitors the identification, analysis, evaluation and management of the most relevant climate risks and opportunities to which Greenvolt is exposed. The result of this process is communicated to stakeholders through specific or annual reports, evaluation and/or disclosure processes of ESG practices with analysts and investors, among others.
In 2021, Greenvolt started the generic characterisation of the most relevant climate risks and opportunities for its business using the taxonomy and guidelines defined by the TCFD. In 2022, the Company continued this exercise through a more in-depth and detailed analysis, which allowed for a more robust assessment of the resilience of its strategy, helping to understand the positioning of the Company itself concerning different climate scenarios.
Climate scenarios are possible future pathways considering different levels of greenhouse gas emissions and their concentration in the atmosphere, which allow the analysis of alternative responses to different economic, social and environmental measures that governments can adopt, and the effects that such measures may have on society. Following the TCFD recommendations, the scenarios proposed by the International Energy Agency (IEA), the Intergovernmental Panel on Climate Change (IPCC) and the Network for Greening the Financial System (NGFS) were combined as a source for the development of comprehensive, transparent and reliable climate scenarios. The quantification of climate risks and opportunities allows, in turn, to assess of the organisation's resilience to the potential impacts caused by different climate contexts and time horizons.
The analysis of climate scenarios has been carried out for the short-term, medium-term and long-term in order to have a broader vision of the potential effects of climate change on the business and to identify the climate context in terms of the energy transition and its consequences on business models.
| Time horizons | |
|---|---|
| Horizons | Year | Description |
|---|---|---|
| Short-term | 2026 | Aligned with Greenvolt's Business Plan and allows capturing the most immediate consequences of transition risks and opportunities. |
| Medium-term | 2040 | In accordance with the intermediate emission reduction targets of the Portuguese Law on Climate and allows quantifying the medium-term consequences of physical and transition risks and opportunities. |
| Long-term | 2050 | Aligned with the Paris Agreement Goals and allows capturing chronic risks and opportunities whose consequences are not visible in the short/medium term. |
The combination of IEA, IPCC and NGFS scenarios has resulted in the definition of four climate scenarios in Greenvolt, which are presented below.

| Climate Scenarios | Narratives of physical events | Narratives of transition events |
|---|---|---|
| Scenario 1 SSP1-1.9 + NZE |
• Net zero emissions globally by 2050. • Net zero emissions in electricity generation globally by 2040. • Fulfillment of the Paris Agreement • And SDGs are met. • Global temperature not rising more than 1.5 ºC. |
• Population growth peaking around 2050 with a rapid economic growth (average annual GDP growth of 3%) and the reduction in regional differences in PCI. • Creation of millions of new jobs, high international cooperation and broad development of climate policies. • Almost 90% of global electricity generation in 2050 will come from renewable source, ensuring the security of electricity supply. |
| Scenario 2 SSP1-2.6 + SDS |
• Net zero emissions globally by 2070 • Fulfillment of the Paris Agreement and SDGs are met. • Global temperature increased between 1.3ºC and 2.4ºC. |
• Sustained socioeconomic growth (an average annual GDP growth of 3%) with a cleaner and resilient energy system. • New sustainability-oriented jobs and the creation of 9 million jobs per year from 2021 to 2023. • High dependence on solar and wind energy and less dependence on carbon and nuclear capture. • Improve and increase of profitable investment and efficient technologies. |
| Scenario 3 SSP2-4.5 + STEPS |
• Net zero emissions in some countries/ sectors. • Some objectives of the Paris Agreement will be achieved. • Not achievement of all climate targets. • Global temperature increased between 2.1ºC and 3.5ºC of warming. |
• Expectation of an average annual GDP growth of 3,6% per year by 2030, with economic policies adopted to reduce the use of fossil fuels, but still the most demanded energy source at a global level. • Increase in the price of fossil fuels with a high risk of oil security and rapid changes in gas markets. • Full energy access within a few years and pricing regimes. |
| Scenario 4 SSP5-8.5 + CP |
• Net zero emissions are not achieved. • Severe physical risks and irreversible changes like higher sea level rise. • Many countries have started to introduce climate policies, but not sufficient to achieve targets. • 3 ºC or more of warming by 2100. |
• Growing of population which demands an increase in energy, with a continuously increasing trend in emissions and growing strains. • Policies adopted to reduce the use of fossil fuels are limited. • Fostering innovation in low and zero-carbon technologies can go a long way in supporting and accelerating a sustainable transition. |
The definition of time horizons and climate scenarios allow Greenvolt to broadly assess the implications on its strategy resilience of:
• Climate-related opportunities, organised into five main categories, related to resource efficiency and cost reduction, adoption of low-carbon energy sources, development of new products and services, access to new markets and strengthening resilience along the supply chain.
The collection of physical variables is one of the inputs required for quantifying the financial impact of climate-related risks and opportunities. Greenvolt used hot days, days of wildfire risk, temperature increase, solar radiation, and wind intensity as variables. These variables were extracted from MS2 , which is a climate variables tool that processes raw data from highresolution state-of-the-art climate models in different climate scenarios to facilitate the assessment of physical risks based on the geopositioning of the analyzed assets. As MS2input, data from Copernicus databases such as CMIP6 were used.
For the variables related with transition risks and opportunities, market data from the Network for Greening the Financial System (NGFS) was also used. This NGFS data include economic, technological, energy and raw material variables, among others, by climate scenario and time horizon, which was combined with Greenvolt's internal assessment of the transposition of them into its business and strategy.
The analysis of these variables allowed, through sessions with Greenvolt's specialists from each area and business unit, the estimation of risk parameters by climate scenario for physical and transition risks, as well as for climate opportunities. The financial impacts identified will allow in the near future for the aggregate calculation of the Climate Value at Risk (CVaR), thus estimating the potential losses and gains related to climate change in each of the scenarios and time horizons.
The climate risks and opportunities identified as priorities for the correct development of operations and financial planning are presented below. Some of the identified risks and opportunities have been assessed qualitatively and others quantitatively. Greenvolt has ruled out all risks and opportunities without or with marginal impact over its business. All other were thoroughly analyzed given their importance for Greenvolt's strategy, even though a portion of them were not quantified given the uncertainty of their impact.
For the assessments made, the criteria of speed of occurrence and vulnerability were considered in order to prioritize the different climate risks and opportunities. The speed of occurrence, approximated by the probabilities and frequencies of materialization of events in the different time horizons and scenarios, intends to measure the speed with which the impact of a risk becomes perceptible. Vulnerability, approximated through the impact that the materialization of the event has on the company, measures Greenvolt's susceptibility to a risk event and opportunity in terms of preparation and adaptability of the company.
Greenvolt understands that the consideration of climate risk and opportunities in its planning is an exercise that will have to be continuously updated and deepened. As next steps, the CVaR will be calculated in order to analyze the resilience of the strategy in different time horizons and for different climate scenarios.
| Risk type | Description | Business units |
Impact | Mitigation measures | |
|---|---|---|---|---|---|
| Physical: Acute |
Extreme events – fires |
Risk derived from an increase in the frequency and intensity of wildfires. |
Biomass | An increase in the frequency and severity of extreme weather events such as droughts could cause damage to forests (which depend on light, temperature and water availability) and favour the emergence and spread of wildfires, affecting the availability of biomass sources. This could hamper energy production capacity and thus operational revenues. |
Diversification of the portfolio of renewable energy production, through wind and solar energy projects. Greenvolt has several solar projects under development, including the solar photovoltaic plant of Cabeço Santo Solar Photovoltaic Plant with an installed capacity of 56.1MW, which will come into operation in 2024. Through Greenvolt Power, Greenvolt has been developing other pan European wind and solar projects, with a pipeline of around 6.9 GW, of which more than 2.9 GW are expected to reach at least Ready to Build by 2023 |
| Utility -Scale Distributed |
Besides the possible destruction of assets, fires can affect energy production in two ways: through ash clouds that limit solar radiation and reduce the energy production in the first instance, and through the loss of efficiency of the panels due to the ash cover that must then be removed. |
Risk identification, assessment and management tools when conducting its business with counterparties to minimize the financial impact of such exogenous impacts. Additionally, this risk is also mitigated through an insurance policy that covers material damage to assets. |
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| Physical: Acute |
Extreme events – rains |
Risk derived from an increase in the frequency and intensity of rains. |
Generation Biomass |
Potential impact on the biomass supply chain due to difficulties in biomass collection and loss of process efficiency due to higher biomass humidity. |
Process of identification, assessment and management of risk in the conduct of business; Biomass supply contracts designed to guarantee its availability; Proper storage of biomass to prevent humidity or adverse external conditions from impacting the efficiency of its use. |
| Utility -Scale Distributed Generation |
Potential delays in project installation due to disruption of operations. |
Proper management of the installation considering adverse environmental factors in project planning stage and flexibility to avoid abnormal delays. |
| Physical: Chronic & Acute |
Heat waves & Temperatur e increase |
Risk derived from an increase in average temperature and a very high temperature on specific days. |
For biomass power plants located in Portugal the risk is not material as the power plants are well equipped to operate in high temperatures. Biomass For TGP power plant, in the UK, the risk is only relevant above a threshold (40ºC) which is not reached in the any of the prediction models. |
Monitoring of all biomass assets, 24h/day, all year round, using resident teams and external service providers; DCS (Distributed Control System) system implemented at the power plants, allowing real-time aggregation of operational data; Maintenance and operating programmes for the biomass power plants. |
|
|---|---|---|---|---|---|
| Utility -Scale | Increases in average temperatures and thermal amplitude in regions where Greenvolt has operating assets could cause damage to solar modules and electrical components through overheating, resulting in less energy generation and so reduced revenues. Rising temperatures could also force Greenvolt to carry out inspections of high-risk assets more frequently, |
Preventive maintenance programs (namely, spray and jet water automated cooling mechanisms) applied to modules' surface avoiding overheating. Identification of new equipment that have lower maintenance requirements, adjusted to the |
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| Distributed Generation |
increasing operating costs. | local climate specificities. | |||
| Transition : Market |
Entry of new competitors |
The changing environment associated with the energy transition may involve loss of market share due to the entry of new competitors into the renewable energy markets with new forms of clean energy production, such as biomass. |
Biomass | The fact that biomass is considered a baseload renewable source can lead to new competitors, in the sense that they can use biomass to achieve decarbonization goals as well as to obtain public funding (which can be highly necessary due to the baseload nature of electricity produced from biomass). Such risk can be materialized in Greenvolt's business either through higher biomass costs or more expensive biomass plants. |
Solid mitigation strategy, through fuel supply agreements that ensure certainty of supply, which mitigate the competition risk in existing plants; Potential acquisition of new biomass plants will be opportunistic having such risk into consideration. |
| Utility -Scale | There is currently a high risk of new entrants due to the goals of decarbonization and renewable energy production. Materialization risk will continue to be high, being reduced to some degree by grid constraints across Europe and other developed countries where Greenvolt operates. |
Greenvolt's strategy is based on developing assets with a quick time to market and controlled risk profiles, in a stage of the value chain that is underpopulated. Even though an increase in competition is a risk that can be materialized as a push for renewable energy is intensified, Greenvolt benefits from a complete set of local and experienced teams which provides the company with a unique competitive advantage in the space. |
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| Distributed Generation |
Due to the existing grid connection limitations of the utility-Scale, Distributed Generation may be seen by companies as an easier way to access the grid by making PPAs contracts with sale of surplus that will be injected into the grid. |
Greenvolt is a pioneer in this field, which is itself a natural competitive advantage for the company. |
| Transition : Market |
Increased cost and/or reduction of availability of raw materials |
lower prices: fuel, electricity, gas, oil, among others) and the unavailability of raw materials. These changes can be the result of climatic events as well as disruptions in supply chains, shortages of |
Biomass Utility-Scale |
biomass that will be considered renewable carries a high risk that could affect the amount of biomass available in existing biomass power plants. In addition, new competitors may enter the biomass procurement market to achieve the industry's decarbonisation targets. The combination of these two factors may affect biomass procurement through the unavailability of biomass or by increasing the price. Due to the high demand for the components necessary for the development of renewable |
Solid mitigation strategy through biomass supply contracts that ensure its availability and mitigate the risk of competition in existing plants; The potential acquisition of new biomass power plants will be opportunistic, considering the risk identified. Implementation of a centralised procurement model that allows |
|---|---|---|---|---|---|
| raw materials, taxes on certain sectors, etc. |
Distributed Generation |
energy projects, there has been a general increase in prices. Additionally, there have been breaks in the supply chain which can have an impact on business objectives. |
the company to achieve scale and manage the availability and price of all necessary components. |
Transition : Policy and Regulatio
n
Regulatory changes associated with the products
Risk derived from regulatory changes or new commitments acquired, associated with the initiatives to which the company has adhered, which have a direct financial impact or affect the characteristic s of the products or
services traded/ produced by the company. This risk does not include changes in the transition to new technologies. Biomass Current regulations such as the EU Renewable Energy Directive (RED II) introduce sustainability criteria for the use of forest biomass in energy production, which implies that plants must comply with certain rules to receive financial support and count towards the renewable energy target. Similarly, the European Commission will still adopt several additional Delegated Acts to finalise the EU Taxonomy Regulation. These new regulations will entail higher compliance costs.
The emerging EU regulations will evolve to introduce stricter criteria on the use of biomass, resulting in Greenvolt's partial or total inability to develop new biomass power plants and a decrease in its share of biomass revenues. There may also be a risk of loss of public subsidies and incentives, although this risk should be low in view of the nonretroactivity clause set out in the Renewable Energy Directive.
Monitor and make efforts to demonstrate that electricity generated in biomass power plants continues to be considered renewable in accordance with policy support schemes (RED II and its national transpositions) and classification systems for sustainable activities (Taxonomy the EU), in particular the future publication of the Ordinance that responds to Decree-Law no. 84/2022, published on 9th of December, which transposes several REDII articles, including those related to biomass fuels and their certification. Verification of compliance with the criteria will be done through a voluntary scheme approved by the Commission or through appropriate documentation to be defined in the national Order, not yet published.
Use of residual forest biomass, which is entirely acquired in Portugal. Greenvolt only works with suppliers with robust processes to ensure the traceability of residual forest biomass supplied.
Additionally, in new biomass projects, Greenvolt will try to ensure that these are always adapted to the local context, both at the level of biomass availability and in terms of the use of thermal energy or in their contribution to mitigating fire risks. To promote a circular economy vision and take advantage of synergies with the local community, the new power plants will rely on the thermal valorisation of the steam produced, which allows for the simultaneous supply of electricity to the public grid and heat energy to local industries. Thermal recovery is an innovation to conventional systems, as it will enable non-electric power to be obtained and recovered.
| Opportunity type | Description | Business units | Impact | |
|---|---|---|---|---|
| Resource efficiency |
Improved efficiency of production facilities and processes |
Opportunity derived from the reduction of the carbon footprint generated within the facilities thanks to the use of more efficient assets (e.g. led lights, carbon capture equipment, air conditioning equipment, energy efficient buildings). |
Biomass | Increasing the efficiency from biomass power plants through diversification/ innovation, such as CO2 capture for both sale or for fuel production can cause an increase in revenues. |
| Market | Access to new markets | Biomass | Possibility of developing business related to carbon storage and neutralization and biomethane products that will be key to achieving existing decarbonization targets. |
|
| Opportunity associated with new businesses and geographic areas that have traditionally relied on other types of technologies, demanding low emission products and services due to the |
Utility-Scale | Possible expansion for new geographies with network capacity and availability, either with standalone or hybrid projects of more than one technology, and local team knowledge. |
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| Distributed Generation |
Possible geographical expansion into North America as a new market opportunity and consolidation of the position in Europe. |
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| global energy transition. | Application of the distributed generation nature of the business into new markets such as powering other power plants or infrastructure or entry into innovative segments such as storage and decentralized desalinization. |
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| Resilience | Participation in renewable energy programs and adoption of energy efficiency measures |
Company's participation in renewable energy and energy efficiency programs with the aim of increasing the company's resilience using renewable energy built to maximize operational capacity in various contexts and the requirement of less energy in operations. |
Biomass | Currently, Greenvolt already participates in discussion groups, such as Bioenergy Europe or SolarPower Europe, to promote renewable energies. Our participation in these groups enables us to stay informed of renewable energy market trends. |
| The complete transposition of the European Commission Plan " RePowerEurope" to all of Europe in the short-term (as has already been done in Portugal) could open new markets for |
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| Utility-Scale | Distributed Generation segment. | |||
| Distributed Generation |
Integrated Annual Report 2022
| Policy and Regulation |
Regulatory changes associated with the products |
Opportunity derived from regulatory changes or new commitments, associated with the initiatives to which the company has adhered, which have a direct financial impact or affect the characteristics of the products or services traded/produced by the company. |
Biomass | The type of products and services that can be developed through biomass such as carbon storage and neutralization and other by-products that may impact the decarbonization of several other industries, considering existing targets, can leverage the existence of more favourable regulation for biomass development and operation. |
|---|---|---|---|---|
| Utility-Scale | The bundled offering of products (coupling and hybridization for instance) may come easier in terms of licensing and is an opportunity for Greenvolt that develops onshore wind, solar PV and storage technologies. Accelerated licensing/incentives for grid investments to accommodate renewable energy investments can also be seen as an opportunity for Greenvolt. |
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| Distributed Generation |
Considering the current regulatory trend, especially the national and European obligation to include solar energy production in all new buildings expected under the Repower EU legislation package, there is market growth potential for decentralized production solutions. |
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| Energy source |
Use of low-emission energy sources and new technologies for self consumption and promotion of decentralized generation |
The use of low emission energy sources in Greenvolt business, promoting the reduction of dependence on fossil fuels and their price variations, as well related carbon emissions, increase reputational value of the organization with stakeholders, and the access to financing instruments. |
Distributed Generation |
The revenues can increase using new technologies, such as distributed wind power, batteries, EV charging/e-mobility (installation, not operation) and energy communities. The bundled offer of energy efficiency programs along with generation can represent an opportunity for Greenvolt, as it can be seen as one of the few one-stop shop players that has a bundled offer in the various segments that it can make available to customers for their autonomous and decentralized use and management. |
Integrated Annual Report 2022
| Development and/or expansion of low emission goods and services and associated diversification of the business model |
Opportunity derived from producing and offering goods and services with a lower carbon footprint, allowing to expand the existing product portfolio and diversify the business model through modifications of existing products or services or the development of completely new lines. |
Biomass | Possibility to diversify the type of biomass to be consumed and enter the Energy from Waste (EfW) segment - converting residual waste into a form of usable energy. |
|
|---|---|---|---|---|
| Products and/or Services |
Distributed Generation |
As a result of climate change regulation at the European Union and national level to reduce carbon emissions, there is increasing demand for renewable energy and therefore further potential growth in Greenvolt's future revenues. Therefore, it is expected to take advantage of this and expand the renewable portfolio in the solar and wind sectors and also adding the storage segment in Distributed Generation and increase the pipeline in |
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| Utility-Scale | Utility Scale. | |||
| Products and/or Services |
Change in consumer preferences favouring the current portfolio of products and services |
Opportunity derived from the possibility that consumers may change their consumption preferences towards less carbon-intensive technologies and this will favour the demand for company´s current products. |
Distributed Generation |
Decentralized energy generation presents high growth prospects globally, with many companies and individual consumers driven to pursue their own energy independence through self-consumption and energy communities' solutions in order to lower and to stabilize their energy costs and carbon footprint. Greenvolt's operations offer self-consumption solutions targeting both residential commercial and industrial clients, as the company is also expanding to develop community energy projects, enabling clients to share locally produced energy. |
For the main set of risks and opportunities (excluding, as already mentioned, the cases where the size of the impact is quite uncertain), the financial impact on the company's EBITDA was quantified for the four climate scenarios and three time horizons mentioned above. In the tables below are the results obtained for the short and medium term, considering the limit climate scenarios, i.e., the analysis of the opportunities for the "greener" scenario (Scenario 1 - SSP1-1.9 + NZE) and the risks for the less "green" scenario (Scenario 4 - SSP5- 8.5 + CP).
| Risk type Major impacts |
Business units | Impact on EBITDA p.a. | ||||
|---|---|---|---|---|---|---|
| < 10 m € | 10-20 m | > 20 m € | ||||
| Physical: Acute |
Heat waves and Extreme events - fires |
Lower availability of operating assets Plants efficiency decrease Higher operational expenses |
Biomass Utility Scale Distributed Generation |
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| Physical: Chronic |
Temperature increase |
Plants efficiency decrease Higher Operational expenses |
Utility Scale Distributed Generation |
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| Transition: Market |
Increased cost of raw materials |
Increase in materials and components costs |
Utility Scale Distributed Generation |
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| Reduction of availability of raw materials |
Delay in number of installations and in pipeline execution |
Utility Scale Distributed Generation |
| Opportunity | Business units | Impact on EBITDA p.a. | ||||
|---|---|---|---|---|---|---|
| type | Major impacts | < 10 m € | 10-20 m | > 20 m € | ||
| Transition: Energy source |
Use of low emission energy sources and new technologies for self-consumption and promotion of decentralized generation |
Increase in efficiency in operating assets Higher deployment of decentralized technologies |
Biomass Distributed Generation |
| Transition: Products and Services |
Change in consumer preferences in favor the current portfolio of products and services |
Higher renewables deployment translated into higher-than expected pipeline execution Strong adoption of decentralized sources of electricity |
Utility-Scale Distributed Generation |
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|---|---|---|---|---|---|
| Transition: Products and Services |
Development and/ or expansion of low-emission goods and services and associated diversification of the business model |
Adoption of new technologies in selected existing assets |
Biomass |
Operating in the renewable energies segment, in three distinct business areas, our alignment with the energy transition is based on the Group's Strategy through the definition and consolidation of objectives and targets. In accordance with TCFD recommendations, we disclose the objectives and targets we use to effectively assess and monitor climate opportunities and risks, including scope 1 and 2 emissions and, where appropriate, scope 3 greenhouse gas emissions.
In addition to operational goals and targets, which measure our performance in each of the Group's strategic business segments, we have also defined climate metrics and goals that reflect our evolution in terms of environmental impacts, either in CO2e emissions, or through avoided CO2e emissions, when applicable. In both cases, the information obtained offers possible opportunities for improvement in our environmental management practices. Operating in the renewable energies segment, in three distinct business areas, our alignment with the energy transition is based on the Group's Strategy through the definition and consolidation of objectives and targets. In accordance with TCFD recommendations, we disclose the objectives and targets we use to effectively assess and monitor climate opportunities and risks, including scope 1 and 2 emissions and, where appropriate, scope 3 greenhouse gas emissions.
In addition to operational goals and targets, which measure our performance in each of the Group's strategic business segments, we have also defined climate metrics and goals that reflect our evolution in terms of environmental impacts, either in CO2e emissions, or through avoided CO2e emissions, when applicable. In both cases, the information obtained offers possible opportunities for improvement in our environmental management practices.
The inventory of greenhouse gas emissions for the Greenvolt Group ("Carbon Footprint") is prepared in accordance with "The GHG Protocol Framework", and based on the accounting approach presented in the annex "Methodological Notes".
In 2021, greenhouse gas (GHG) emissions associated with Greenvolt's own operation were measured for the first time (scope 1 and 2 emissions) in the biomass, solar/wind and decentralised production business segments. This is also the base year for its emissions inventory, corresponding to the year in which the Greenvolt share was listed on Euronext Lisbon.
During 2022, we defined the action plan to provide a full account of the carbon footprint of our value chain (scope 3). Based on the criteria defined by the GHG Protocol, we identified the scope 3 emission categories applicable to the Organisation's operations, and completed the measurement of 7 categories for the period in question (out of a total of 9 categories identified as relevant). During 2023, we aim to complete the scope 3 emissions inventory of the Greenvolt Group (namely categories C1 / C2 - acquisition of products and services, and fixed assets).
The future full measurement of our carbon footprint will allow us to identify risks and opportunities, reduce emissions, engage suppliers and increase transparency. In addition, we now also have a baseline for defining objectives for reducing greenhouse gas emissions (GHG) in our own operations (scope 1 and 2) and in the value chain (scope 3), in line with climate science.

It is our aim to adopt a carbon neutrality target endorsed by the Science-Based Targets Initiative (SBTi). However, the modelling methods currently accepted by SBTi for short and long-term reduction targets in the electricity sector are not suited to companies with Greenvolt's profile. These methodologies do not adequately accommodate a baseline with fully renewable production, as is our case, which leads to very low carbon intensity production, essentially the result of CH4 and N2O emissions from biomass combustion. They also do not accommodate strong growth in 100% renewable installed capacity, as Greenvolt forecasts for the coming years. SBTi is aware of these limitations, and anticipates that they will be the subject of future technical developments. During 2023 we will monitor progress on this issue, and it is expected that, in a time scale to be defined, SBTi will develop alternative methods that recognise the profile and context of companies such as Greenvolt.
| GHG emissions (t CO2e) | 2021 | 2022 | ∆ % 21-22 (%) |
|---|---|---|---|
| Scope 1 | 41,475 | 36,045 | (13.1) % |
| Scope 2 | 1,012 | 1,132 | 11.9 % |
| Scope 3 | n.a. | 24,092 | n.a. |
The Greenvolt Group's Carbon Footprint is dominated by scope 1 (36,045 tCO2e) and scope 3 (24,092 tCO2e) emissions, which represent 59% and 39% of total emissions in 2022, respectively.
In 2022, Scope 1 emissions decreased compared to the previous year. The 13% reduction resulted from lower biomass consumption at Tilbury power station (-9%), and a reduction in Defra's emission factor for construction and demolition waste biomass. In addition, there was a 35% reduction in natural gas consumption, which may result in a more efficient operation.
Emissions from Greenvolt's own operations are dominated by non-biogenic methane (CH4 ) and nitrous oxide (N2O) emissions from biomass consumption for electricity production, which represent 84% of total emissions in scope 1 and scope 2.
Scope 2 emissions account for only 2%, and are associated with the consumption of electricity acquired from the grid for self-consumption at biomass power plants, not satisfied by selfconsumption, particularly in shutdown situations, and steam consumption acquired from Celbi at the biomass power plants of Figueira da Foz (Bioelétrica da Foz and Sociedade Bioelétrica do Mondego).
The most representative scope 3 emissions category is "C3 - Emissions upstream of biomass, electricity and fossil fuels consumed", which represents 76.0% of the total scope 3 emissions and includes the emissions associated with the movement, transportation and preparation of the biomass that feeds Greenvolt's thermoelectric power plants.
Integrated Annual Report 2022
| GHG emissions (tCO2e) | 2021 | 2022 | ∆ 21-22 (%) |
|---|---|---|---|
| Total Scope 1 | 41,475 | 36,045 | (13.0)% |
| Fixed combustion - biomass (CH4 and N2O) | 36,241 | 31,356 | (13.5)% |
| Fixed combustion - fossil fuels | 4,898 | 4,196 | (14.3)% |
| Mobile combustion - fleet | 250 | 439 | 75.3% |
| Fugitive emissions - leaks of fluorinated gases | 86 | 54 | (37.4)% |
| Total Scope 2 | 1,012 | 1,132 | 12.0% |
| Steam purchased | 577 | 584 | 1.1% |
| Electricity purchased | 434 | 548 | 26.2% |
| Total Scope 3 | n.d. | 24,092 | n.d. |
| C1 - Subcontracted construction services | n.d. | n.d. | n.d. |
| C2 - Equipment and assets acquired | n.d. | n.d. | n.d. |
| C3 - Upstream emissions from biomass, electricity and fossil fuels consumed |
n.d. | 18,322 | n.d. |
| C4 - Upstream transport | n.d. | 2,227 | n.d. |
| C5 - Treatment of operational waste | n.d. | 1,948 | n.d. |
| C6 - Business travel | n.d. | 259 | n.d. |
| C7 - Commuter mobility | n.d. | 870 | n.d. |
| C8 - Energy consumption in third-party premises | n.d. | 217 | n.d. |
| C15 - Investments in associates and joint ventures | n.d. | 250 | n.d. |
| Biogenic emissions (CO2 ) |
2021 | 2022 | ∆ 21-22 (%) |
|---|---|---|---|
| Forestry residual biomass (biogenic) | 985,754 | 1,020,885 | 3.6% |
| Biological sludges from effluent treatment (biogenic) | 23,743 | 22,091 | (7.0)% |
| Screening residues (biogenic) | 16,861 | 7,015 | (58.4)% |
| Construction/demolition wood waste (biogenic) | 342,899 | 311,219 | (9.2)% |
| Total Biogenic CO2 | 1,369,258 | 1,361,211 | (0.6)% |
The carbon intensity ratio of the Greenvolt operation in 2022, expressed in tCO2e of scope 1 and 2 per MWh of electricity produced, was 0.031, a reduction of 18% compared to 2021. Comparing this figure with the average carbon intensity of electricity production in the EU-27 (0.275 tCO2e/MWh6 ) shows that the electricity produced by Greenvolt has a carbon intensity significantly lower than the European average, even considering all scope 1 and 2 emissions and not only emissions directly related to electricity production.
| 2021 | 2022 | ∆ 21-22 (%) | |
|---|---|---|---|
| tCO2e S1+S2 / MWh electricity produced |
0.038 | 0.031 | (18)% |
6 European Environment Agency. Greenhouse gas emission intensity of electricity generation. EU-27 2021.
In line with the 2026 Business Plan update, we have raised our ambition level and taken on a new target. To this extent, by 2026, the Greenvolt Group wants to achieve a 45% reduction in carbon intensity, based on scope 1 and scope 2 emissions in the base year (2021).
In 2022, we approved our Fleet Policy which foresees a plan for full electrification of our fleet by 2030. From January 2024, all new purchases and replacements of Greenvolt vehicles will be for electrified models: plug-in hybrids and electric vehicles. The goal is to achieve 100% electrified vehicles by 2030 at the latest.
The use of a 100% electric fleet transfers emissions from scope 1 (fossil fuel consumption) to scope 2 (electricity consumption) of our carbon footprint. However, the balance of this transfer is positive insofar as the energy conversion efficiency of electric motors is significantly higher than that of internal combustion engines, producing a reduction in emissions.
The emissions associated with the use of biomass are part of a natural cycle in which forest growth absorbs the carbon emitted by the burning of biomass for energy production.

The concept of carbon neutrality of biomass (i.e. that CO2 emissions from the combustion process are considered to be zero) underpins its classification as a renewable energy source within various regulatory frameworks, including the European Renewable Energy Directive (RED II) which came into force in July 2021. According to RED II, electricity produced from forest biomass contributes to renewable energy targets provided it meets a set of sustainability criteria. The aim is to guarantee good practices in the management of the biomass supply chain, ensuring the regeneration of forests at the point of harvest and the preservation of soil quality and biodiversity, thereby minimising the risk of unsustainable use of forest biomass.
Decree-Law No. 84/2022, published on 9 December, transposes several RED II articles, including those on biomass fuels and their certification. According to Article 14, the decree-law considers that biomass extracted in Portugal in a manner compliant with the national legislation in force
meets the criteria defined to minimise the risk of using forest biomass from unsustainable production. Compliance with the criteria will be verified through a voluntary scheme approved by the Commission, or through appropriate documentation to be defined in a national Ministerial Order, not yet published. Greenvolt is monitoring this issue to ensure that the biomass it uses in its power plants is certified according to RED II requirements.
In 2022, electricity that Greenvolt produced from biomass and sold to the grid avoided the emission of 182,480 tCO2 of greenhouse gases. These emissions correspond to those that would occur if the electricity were produced with the average carbon intensity of the each country's electricity generating system, using the average emission factor of the corresponding grid electricity as a reference.
| Emissions Avoided - Biomass | 2021 | 2022 |
|---|---|---|
| tCO2 | -207,247 | -182,480 |
In the utility-scale segment, the 2022 operation of solar parks operating in Poland and Romania also avoided a total of 26,905 tCO2 of GHG.
Energy consumption is mostly associated with the operation of biomass power plants. In 2022, Greenvolt consumed approximately 9,638 TJ of energy, a change of -2% compared to 2021. In the same period, total renewable electricity production was around 1,198 GWh (+7% compared to 2021), with total electricity sold of 1,096 GWh.
| Energy consumption (GJ) | 2021 | 2022 | ∆ 21-22 (%) |
|---|---|---|---|
| Total energy consumption within the organisation | 9,833,768 | 9,638,879 | (2.0) % |
| Fossil fuel consumption | 72,537 | 65,536 | (10.0) % |
| Consumption of renewable fuels | 12,698,766 | 12,724,888 | 0.2 % |
| Consumption of purchased energy | 757,919 | 795,005 | 5.0 % |
| Electricity | 6,383 | 7,190 | 13.0 % |
| Steam | 751,535 | 787,761 | 5.0 % |
| Energy sold | 3,695,454 | 3,946,550 | 7.0 % |
| 2021 | 2022 | ∆ 21-22 (%) | |
|---|---|---|---|
| Total electricity production (MWh) | 1,122,923 | 1,197,441 | 7 % |
| Total electricity injected (MWh) | 1,026,515 | 1,096,264 | 7 % |
| Total self-consumption (MWh) | 96,408 | 101,177 | 5 % |
Note: As recommended by GHG Protocol, we have considered for carbon footprint calculations total electricity production of Lions Park in Roménia during 2022 (from 1st of january 2022 to 31th of december 2022), which explains the slight difference compared to the value presented before (since it considers only production after acquisition, that is since May/22).
Greenvolt has a strategy of sustainability and continuous improvement in energy efficiency for its operations, which constitutes an important contribution towards decarbonisation.
All Greenvolt Biomass Power Plants have continuous improvement plans which, together with periodic energy audits, enable opportunities to be identified and energy consumption streamlining plans to be drawn up.
Greenvolt continued in 2022 to invest in energy efficiency initiatives, totalling approximately 350,000 euros of investment over the past two years, and resulting in a reduction of more than 2,100 MWh/year in energy consumed.
Greenvolt aims from 2023 to improve the methods for measuring and monitoring energy efficiency measures implemented in order to present results in a more structured way.
The combustion processes of thermal power plants result in some atmospheric emissions, namely particles, nitrogen oxides (NOx) and sulphur dioxide (SO2 ). Their improper management can affect air quality and, among other effects, can contribute to acid rain and consequently soil acidification.
In this context, it is essential to comply not only with emission limits under applicable legislation, but also with the requirements of operating and environmental licences at the different power plants.
Greenvolt relies on the best available techniques to control and reduce emissions of these pollutants, through the use of electrofilters and bag filters associated with advanced process control systems.
Monitoring these emissions is part of the power plants' environmental management practices, in accordance with specific monitoring plans, carried out by entities recognized and accredited for this purpose.
In 2022, there were no particulate matter, NOX or SO2 emissions in excess of their limits.
| Other emissions | 2021 | 2022 | ∆ 21-22 (%) | |
|---|---|---|---|---|
| Particulates | kg/MWh | 0.04 | 0.06 | 50% |
| NOx | kg/MWh | 0.7 | 0.6 | (14)% |
| SO2 | kg/MWh | 0.05 | 0.03 | (40)% |
Biodiversity loss, like climate change, is among the main threats facing the planet today. These threats are closely interconnected – climate change is a significant driver of biodiversity loss, and biodiversity loss exacerbates the climate crisis.
The transition from fossil fuels towards renewable energy is one of the most efficient and readily available ways to reduce carbon emissions and limit global warming to 1.5°C. However, even clean energy sources can have significant unintended impacts on biodiversity and ecosystem services if not properly managed and mitigated. Renewable energy development often involves the loss and fragmentation of natural habitats, while the extraction of raw materials needed for renewable energy technologies brings substantial risks to biodiversity.
An energy transition that prevents damage and contributes to nature conservation is crucial, and it is essential to develop measures to identify risks to nature as early as possible and to implement action to mitigate them.
As part of the 2022-2025 Sustainability Strategy, Greenvolt and its stakeholders have identified Biodiversity as a priority area to be integrated into the Organisation's management processes.
To this end, the Group has committed to actively contributing and promoting a positive gain for nature in its operations and in the development of new projects until 2030, taking into consideration the conservation of sensitive areas in terms of biodiversity or their proximity.
Throughout 2022, continuing the bases of action defined in 2021, Greenvolt has deepened its "Nature Positive" approach, based on assessing the impacts, dependencies, risks and opportunities of its operations, business segments and project life cycle (planning, construction, operations, maintenance and end of life), with regard to biodiversity, ecosystem services and natural capital.
Greenvolt actively contributes to achieving sustainable development goals by creating beneficial and transformative outcomes on the planet through renewable electricity production, which implies generating positive climate impacts and favouring biodiversity and ecosystem services. By 2030, as part of the "Nature Positive" strategy, Greenvolt will work to accelerate its impact on biodiversity.
Greenvolt's strategy is based on three main strategic objectives:
Each of these strategic objectives is comprised of a series of specific objectives and action plans that will be implemented through different management approaches.

The defined Strategy also considers requirements for future transactions, insofar as clauses are included in future agreements on the disposal of our projects with third parties or potential investors, whether wind or photovoltaic, and regardless of the life cycle stage they are at. This may involve access to the area where the Project is located and to the Project itself to the extent necessary to (i) implement any actions to maintain and enhance the biodiversity of the environment in the area where the Project is located, and (ii) monitor, investigate, and undertake research and studies on the impact of the Project on the biodiversity of the environment.
Through this strategic objective, Greenvolt will seek to develop its reporting framework, to consolidate all relevant information on biodiversity and positive impact measures implemented in its projects (particularly in the utility-scale wind and solar projects segment).
This framework will be aligned with best practices and guidance for reporting and biodiversity management, such as the Global Reporting Initiative (GRI), the Taskforce on Nature-related Financial Disclosures (TNFD) and the EFRAG standards for sustainability.
| Specific objectives and commitments | Approach |
|---|---|
| Assess impacts, dependencies, risks and opportunities related to biodiversity and ecosystem services for all new projects from 2023 onwards. |
Identify nature-related impacts, dependencies, risks and opportunities, and apply a value chain approach, in order to identify the main challenges and the best solutions to overcome them, in accordance with the main applicable benchmarks and international frameworks. |
| Measure and monitor action on biodiversity at the operational level of all projects, starting in 2023. |
Define methodologies, tools, indicators and procedures to measure and monitor multiple dimensions of nature, climate and social equity, to create synergies and avoid unintended negative impacts. |
| Report on the company's progress | Develop a reporting template based on key nature-related disclosure benchmarks. |
The strategic objective in question aims to implement the mitigation hierarchy in the different phases of Greenvolt's project development (planning, construction, operation and possible decommissioning), in order to reduce risks and restore impacts on nature.
In this context, Greenvolt will seek to develop ecological due diligence for all its projects, whether by responding to legal obligations (e.g. the obligation to prepare Environmental Impact Studies), or on its own initiative within the scope of the defined strategy, in order to obtain more precise information in terms of biodiversity.

| Objectives and commitments | Strategic approach | |
|---|---|---|
| To operate towards a "no net loss" or "net gain" of biodiversity in selected projects regarding their biodiversity value, |
Align procedures throughout the phases of the project life cycle with the biodiversity mitigation hierarchy by |
|
| Minimise any negative impacts, which cannot be completely avoided, as far as operationally and economically feasible. |
implementing whenever applicable a biodiversity and ecosystem management plan. |
|
| Account for and value natural capital. | In the context of the nature positive model, Greenvolt will also promote the accounting of ecosystem services in order to support economic and ecological decision-making in the management of its assets (pilot project in Portugal until 2024). |
|
Moreover, possible restoration and ecological compensation initiatives will be implemented in order to create natural value, whenever applicable, based on a case by case analysis.
Biodiversity issues are increasingly on the global sustainability agenda and stakeholders are beginning to set goals and targets in order to stimulate the development of more ambitious policies to preserve biodiversity.
Greenvolt intends to play a proactive role in participating in nature management, conservation and restoration projects that can make a positive contribution to climate change adaptation, with the involvement of local communities and other stakeholders.
| Objectives and commitments | Strategic approach |
|---|---|
| Promote partnerships to develop biodiversity management, conservation and restoration projects by 2030. |
Establish partnerships with stakeholders such as local authorities, scientists and universities, NGOs and local communities to co-develop positive approaches to nature and support biodiversity projects. |
| Share knowledge | Hold awareness and training courses for employees, suppliers and partners to develop skills in these areas. |
| Strengthen our participation in the main renewable energy and sustainability associations and nature forums |
Have a positive nature profile, by learning and sharing in the global nature-related renewable energy policy arena. |
In 2022, Greenvolt reinforced its commitment to preserving and conserving Natural Capital in all its dimensions and long-term strategy by joining Act4nature Portugal. It subscribed to the 10 commitments common to all signatory companies, and made individual commitments aligned with the defined strategy.
At the current date, there are 23 solar park projects in progress, with relevant information concerning biodiversity and habitats available for 18 of the projects mentioned. These projects are in different stages of the project cycle, but already in the early stages of development, licensing or construction, so they already have relevant information for ecological assessment due to their environmental impact or due diligence studies; for the remaining 5 projects (in very early stages of development) it has not yet been possible to obtain information from due diligence studies.
In 2022, Greenvolt assessed biodiversity for the most advanced projects, 17 in Poland and 1 in Portugal. The total project area amounts to more than 1,200 hectares. In most cases, this areas focuses on meadowland without a significant presence of natural habitats. Where important habitats were present, these were excluded from the implementation projects, with the size of the solar parks ranging from 1 hectare to 200 hectares.
In order to more effectively monitor Greenvolt's performance on nature conservation and biodiversity in 2022, quantitative and qualitative indicators have also been defined for monitoring. This was done using information on land uses, natural habitats, protected areas, critical habitats, lists of total species and the most important species for conservation (protected, endangered or biodiversity relevant species).
Biodiversity studies were carried out in 14 of the 18 solar parks. Smaller parks (under 2 hectares) were not assessed as they have little impact on biodiversity. For the remaining parks, fauna, flora and habitats were inventoried.
A total of 145 bird species have been observed in Poland's solar parks, of which 52 are of high conservation interest as they are listed in Annex I and II of the EU (European Union) Birds Directive and on the IUCN Red List. This ranged from a minimum of 5 species observed to all 114. The high number of birds in some solar parks reflects their integration into natural areas, regardless of whether or not they are within protected areas (for example solar park number 9 which has the highest number of birds listed is a long way from protected areas). In Portugal, 49 birds were observed, of which only 4 are protected species.
In Poland reptiles, amphibians, mammals and invertebrates were also observed in the solar parks, totalling 54 species, of which 17 can be found in Annexes II, IV and V of the EU (European Union) Habitats Directive or the IUCN Red List. In Portugal, 39 species have been reported, of which 7 are protected.
Regarding flora, 35 species were recorded in Poland of which 4 are of conservation interest (rare, endemic, protected or endangered species). In Portugal, of the 134 species identified, 22 are of conservation interest.
Overall, the percentage of species of conservation interest ranges from 15% to 60% (31% on average), reflecting the fact that the solar parks are located in areas of natural interest. As confirmation, natural habitats were also found in 10 of the 18 solar parks, so their conservation is included both in the planning of the park and in its future management.
For the 18 solar parks analysed, 8 are within or partially within protected areas, 4 are adjacent to protected areas (less than 2 km away) and the remaining 6 are more than 2 km from the nearest protected area. In the 12 that are in critical areas (within or adjacent to protected areas) the protection of habitats and of the most relevant species of flora and fauna will be taken into
account. Most solar parks are planned or being built on grassland areas, without major conflicts with natural habitats . The restoration of habitats in dedicated areas is also planned, so that solar parks are in perfect harmony with the natural areas in which they are located.
Around 120 hectares are planned for nature restoration and biodiversity conservation initiatives, corresponding to approximately 10% of the solar park implementation areas. These initiatives could involve the protection of water courses, the installation of shelters for fauna (e.g. Stork village case study) or the restoration of forest ecosystems. In fact, for the 18 solar parks analysed, 2 in Poland and 1 in Portugal have action plans for the conservation of biodiversity and habitats.
In the future, the monitoring of these indicators will enable the impact of solar parks on biodiversity to be measured and, more importantly, will allow action to be taken to counteract any negative trends that may occur.
In 2022, the Greenvolt group also carried out a proximity analysis in relation to classified nature conservation areas and UNESCO sites for its assets in the Biomass segment, located in Portugal, and concluded that there are no overlaps between biomass power plants and classified nature conservation areas in Portugal.
| Technology | Number of assets in protected areas / Total assets |
Country | Presence of assets in protected areas (ha) |
Presence of assets in protected areas (%) |
|---|---|---|---|---|
| Biomass | 0 / 5 | Portugal | 0 | 0 % |
| Solar | 8 / 18 | Poland | 595.7 | 48% |
| Solar | 0 / 1 | Portugal | 0 | 0 % |
Greenvolt seeks to assess and identify the presence of threatened and endangered species in all its projects, as well as in the vicinity of its assets. This information is important in identifying any action required to reduce the impact caused by the presence of the assets. This type of mapping is carried out in all projects for which environmental impact studies and ecological due diligence assessments are undertaken, in order to identify control and conservation action to be implemented. The result of the mapping for solar park projects in Poland and Portugal, for which information is available, is presented in the table below.
Identification, location and description of the projects
| Identification, location and description of the projects | ||||
|---|---|---|---|---|
| Country | Number of projects |
Project Phase | Capacity of the Project (MW) |
Total Project Area (ha) |
| Poland | 2 | Under construction | 0.5 to 1 | 3 |
| Poland | 10 | In development | 1 - 50 | 379 |
| Poland and Portugal |
6 | In development | 51 – 100 | 866 |

| Identification, location of projects |
Nature conservation and biodiversity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country | Project ID | Proximity to Protected Areas | IA or due diligence studies | Planned conservation actions | Area for Positive Impact actions (%) | (Birds) Icon |
(Birds *) Icon |
Other animals Icon |
Other animals* Icon |
Flora Icon |
Flora** Icon |
Conservation of biodiversity (%) | Presence of Natura 2000 Network habitats |
| Poland | #1 | Distant (> 2 km) | No | No | 0 | ND | ND | ND | ND | ND | ND | 0 | No |
| Poland | #2 | Distant (> 2 km) | No | No | 4 | ND | ND | ND | ND | ND | ND | 0 | No |
| Poland | #3 | Inside | No | No | 5 | ND | ND | ND | ND | ND | ND | 0 | Yes |
| Poland | #4 | Inside | No | No | 0 | ND | ND | ND | ND | ND | ND | 0 | No |
| Poland | #5 | Inside | Yes | No | 8 | 59 | 19 | 23 | 9 | 0 | 0 | 34 | Yes |
| Poland | #6 | Inside | Yes | No | 20 | 68 | 31 | 11 | 0 | 7 | 1 | 37 | Yes |
| Poland | #7 | Adjacent (<1 km) | Yes | No | 0 | 52 | 18 | 14 | 3 | 2 | 0 | 31 | No |
| Poland | #8 | Adjacent (<1 km) | Yes | No | 5 | 105 | 30 | 12 | 0 | 0 | 0 | 26 | No |
| Poland | #9 | Distant (> 2 km) | Yes | Yes | 8 | 114 | 37 | 17 | 3 | 0 | 0 | 31 | No |
| Poland | #10 | Adjacent (<1 km) | No | No | 4 | 88 | 25 | 11 | 1 | 0 | 0 | 26 | No |
| Poland | #11 | Inside | Yes | No | 26 | 70 | 21 | 17 | 7 | 4 | 1 | 32 | Yes |
| Poland | #12 | Inside | Yes | No | 18 | 68 | 17 | 19 | 4 | 1 | 0 | 24 | Yes |
| Poland | #13 | Partially inside | Yes | No | 14 | 82 | 21 | 17 | 7 | 24 | 3 | 25 | Yes |
| Poland | #14 | Partially inside | Yes | Yes | 13 | 109 | 34 | 21 | 7 | 0 | 0 | 32 | Yes |
| Poland | #15 | Adjacent (<1 km) | Yes | No | 0 | 5 | 3 | 5 | 3 | 0 | 0 | 60 | No |
| Poland | #16 | Distant (> 2 km) | Yes | No | 12 | 11 | 3 | 5 | 3 | 0 | 0 | 38 | Yes |
| Poland | #17 | Distant (> 2 km) | Yes | No | 6 | 32 | 12 | 7 | 0 | 0 | 0 | 31 | Yes |
| Portugal | #18 | Distant (> 2 km) | Yes | Yes | 27 | 49 | 4 | 39 | 7 | 134 | 22 | 15 | Yes |
Characterisation of the projects in terms of nature conservation and biodiversity
Key:
N/A: Parks of less than 2 hectares with no nature conservation and biodiversity assessment, as they have little impact on biodiversity
* Protected or endangered species
**Rare, endemic, protected or threatened species
During pre-construction studies for a solar park project in the village of Bzura, Poland, a breeding colony of the white stork Ciconia ciconia was found, consisting of at least 19 nests of this species. The surrounding meadows and pastures are regular foraging grounds for these birds. The white stork(Ciconia ciconia) is a protected species under the Nature Protection Act, the Bonn Convention, the Bern Convention, the Ramsar Convention and the EU Birds Directive. Poland has the world's largest population of this species. The programme "Protection of the White Stork and its Habitats" has been ongoing at national level in Poland since 1995.

The white stork is an iconic species, which means that by preserving it through active protection of its feeding and breeding grounds, we also protect many other species. By protecting wetlands, ponds, wet meadows, ancient rivers, etc., which are the stork's main foraging grounds, it is possible to preserve valuable natural habitats with a full range of plants and animals, such as seed-eating birds or rare orchids, without incurring additional costs.
Action proposed:
Solar parks can have a beneficial effect on the natural environment and act as a kind of biodiversity hotspots with proper management of the farm's habitat.
Therefore, it is planned to introduce biodiversity enhancements on one of the Greenvolt' s solar parks constructed in 2023 to create a biodiversity hotspot. Enhancements will be introduced by employees of Greenvolt as a team building and nature-positive activity, with help and supervision of experts in botanic and ornithology. Employees will also participate in the seminar on biodiversity.
Examples of biodiversity enhancements:
• Floral meadow
The creation of floral meadows in the territory of a photovoltaic farm is one of the simplest and most effective measures to increase the biodiversity of entomofauna, and consequently also other insect-eating species, such as birds, bats, amphibians, reptiles and small mammals.
Therefore 1 ha of perrenial flower meadow will be sown within the PV farm.
• Shrubs
To support pollinators and birds as well as small animals it is planned to introduce shrubs withing the solar park. Native melliferous species has been selected, most of them are thorny providing fruits in autumn and winter.
The construction of insect hotels will benefit solitary bees and other insects building nests above ground.
• Bee bank
Approx. 80 percent of bee species are ground-nesting bees. Those species will benefit from a bee bank. The bee bank is a mound of bare soil where wild pollinators will find optimal conditions to dig their nests. Bee banks are used for bees (and other insects) digging nests in the ground. They are created from mounds of loose sand and similar materials in which it is possible to burrow.
• Shelters for small animals
Creating refuges for small animals is important for protecting biodiversity. Creating mounds of stones and branches within a PV farm that will act as a shelter for small vertebrates as well as invertebrates and is a simple activity of great importance to the local fauna.
• Foraging enhancements
Structures facilitating foraging in form of wooden poles will be placed within the farm. They can be used, for example, by clawed birds and the directive shrikes, which have a habit of looking out for food while sitting in an elevated place.
Additionally, a post-construction monitoring will be conducted on the farm, to assess the impact of the solar park on environment as well as the effects on above mentioned enhancements.
In areas near streams, an ecological restoration project will be carried out to restore native habitats. The habitat mosaic will be restored, combining at least 4 natural elements: forest, dry heath, meadowland and riverine habitat.
The restoration will be carried out in an area of approximately 5 hectares, providing a balanced mosaic between the 4 structural elements and enhancing the landscape of the solar park.
Circularity is a principle intrinsic to Greenvolt's business as its plants produce renewable electricity from residual forest biomass or urban wood waste, a sustainable activity eligible under the EU Taxonomy.

The use of residual forest biomass plays an active role in forest defence and the fight against rural fires, and its energy recovery is a source of additional return for rural communities. In 2022, Portuguese power plants consumed about 1,2 million tonnes of residual forest biomass, which represents 83% of the total residual biomass consumption of the biomass business segment.
Tilbury Green Power (TGP) power plant uses 100% wood waste as a resource, taken from construction and demolition sites, thereby avoiding landfill. The plant consumed around 233 thousands tonnes of locally collected urban wood waste during 2022.

The production of process waste is one of the most significant environmental impacts of our business, and is mostly associated with the biomass business segment. In recognising this aspect, Greenvolt continuously seeks to optimise its industrial processes, introducing circularity principles throughout the value chain, which whenever possible transform this waste into resources through reuse and recycling.
Integrated Annual Report 2022

Tilbury Power Plant, one of the largest biomass plants in the UK, uses waste wood for energy recovery, addressing one of the main challenges of a large city like London - the disposal of nonrecycled materials.
While using waste wood as fuel, the plant has a dust extraction system that collects the dust that is released by the wood processed. In 2022, the plant engaged with various stakeholders to find a solution to avoid sending this dust to landfill. A project was then launched, in partnership with local businesses, to reintroduce the dust extracted into the power plant's boilers. To this end, technology has been installed in the extraction system to transform the dust into pellets which, instead of being disposed of in landfill, are fed back into the plant's system as fuel.
Currently, two machines using this technology have been installed with a daily production of 6 tons of pellets, corresponding to a saving of approximately 2000 tons of dust that would otherwise be sent to landfill. Given the success of this pilot, Greenvolt is considering replicating the project in the other Power Plants.

In 2022, we continued to prioritise circularity and recovery over disposal operations. We created the conditions for selective collection, storage and forwarding to the final destination using licensed operators for all waste that is not collected by municipal systems.
In 2022, approximately 179,000 tonnes of waste were produced at biomass power plants (processed, non-processed and by-products resulting from waste decommissioning), an increase of 16% on 2021.
The waste processed from our plants consists mainly of ash, slag, boiler dust and fluidised bed sands, representing more than 91% of the total waste produced.
This increase is mainly due to the activity of the Ródão Power Plant, since in 2021 the plant was shut down for about 5 months for equipment maintenance activities, which resulted in a lower waste production compared to 2022.
Of this total, 91% is considered non-hazardous waste, with 90% of the waste redirected to recovery operations, reflecting an increase of almost 3 p.p. compared to 2021.




In accordance with a decision by the Portuguese Environment Agency, the fluidised bed sands produced from the power plants' boilers can be classified as by-products and reintroduced into productive processes, such as in the manufacture of concrete and mortar and in paving as fine aggregates.
In 2022, Greenvolt produced about 60,000 tonnes of fluidised bed sands, and redirected 13,244 tonnes (22% of the total sands produced) in the form of by-product for integration into construction products, namely mortar production (compared to 16% recorded in 2021).
A large proportion of the waste produced in pulp production mills has potential for energy recovery. In 2022, 13,708 tons of primary and secondary sludge from effluent treatment were recovered and used in the boilers of power plants for electricity production.
In addition, 4,354 tons of waste resulting from the unbleached pulp screening process (essentially consisting of uncooked wood fibres) were also recovered.
Despite the vital role it plays for nature and human life, water is a finite resource. Currently, less than 1% of the world's water is fresh and accessible.
According to data released by the WWF using its Water Risk Filter tool to analyse climate and socio-economic scenarios, around 17% of the European population is at risk of water scarcity by 2050 and urgent action is required by governments and organisations to mitigate the risks of water scarcity and increase the resilience of societies and economies. In a projection for 2040 made by the World Resources Institute, Portugal is classified as having a high risk of water stress, i.e. a high risk of having to manage a lack of quality water to meet the country's needs.
In 2022, in order to assess the risk of water stress and water use at its plants, Greenvolt mapped its operations using the Aqueduct Water Tool, developed by the World Resources Institute (WRI). According to the assessment carried out, all plants in Portugal and in the UK are located in areas where the risk of water stress is low to medium.
Greenvolt recognises the importance of preserving and managing the consumption and use of this resource in its operations (which occurs mostly in the biomass business segment) in a responsible manner, and with the least possible impact. To this extent, it aims to reduce total water consumption by 2% in all biomass power plants in Portugal by 2025.
The operation of a biomass power plant is similar to the process of a thermoelectric power plant, i.e. it is based on the steam cycle, whose main objective is the transformation of steam, generated through the heat released by the combustion of a fuel, into mechanical work and then into electrical energy. In turn, the operation of these power plants produces an effluent, primarily from boiler blowdown and the cooling water circuit, with a very low organic load.
The management and monitoring of water consumption at biomass power plants and consequently the effluents produced, are different when we compare the plants that are located and integrated into the Altri Group complexes - Constância, Figueira da Foz I, Sociedade Bioelétrica do Mondego and Rodão Power - with the Mortágua and TGP plants, which are independent and located in their own complex.
A) Greenvolt Biomass Power Plants within the Altri Group's manufacturing perimeter
This situation applies to four of the five biomass power plants owned by Greenvolt in Portugal. The water supply to the power plants is the responsibility of Altri and is done through the infrastructures of respective production complexes. Altri is responsible for withdrawing and treating water in its production process and supplying water as utilities to Greenvolt plants. All the water the Altri's production plants supply to the Greenvolt biomass power plants is being monitored through meters.
In 2022, these power plants used around 3 million cubic meters, an increase of around 19% compared to 2021. This increase is essentially due to water used at the Ródão Power Plant, which in 2022 represented 12 months of operation (as opposed to 2021, when the plant was shut down for five-month maintenance operations).

As mentioned, the water used in Greenvolt's power plants is supplied by Altri Group, which is why holding the withdrawal licenses is unnecessary. Furthermore, the Altri Group is responsible for withdrawing the water used in Greenvolt power plants and, consequently, for compliance with the requirements imposed by the respective Licenses of Use of Water Resources relating to the withdrawal issued under applicable national legislation.
Regarding the effluents produced in Greenvolt power plants, they are directed to Altri's production process effluent network and treated together with the effluents from the pulp production process in the respective WWTPs (Industrial Wastewater Treatment Plants), being returned to the environment after being treated and complying with the requirements defined in the Licenses of Use of Water Resources for each of the Altri's production plants. Like the management of water withdrawal, the management of wastewater treatment is the responsibility of Altri Group.
The Altri Group has Water Use Licences - Wastewater Discharge for all of its production facilities in accordance with national legislation, and guarantees compliance with the applicable ELVs (Exposure Limit Values).
The context described above allows Greenvolt only to define objectives for reducing the water used in its power plants, having no control over the water withdrawal and discharged effluents and, consequently, in setting targets for reduction and/or optimization in these dimensions.
Integrated Annual Report 2022

B) Mortágua (Portugal) and TGP (United Kingdom) Biomass Power Plants
Water is supplied to the Mortágua and TGP power plants through their own water withdrawal, treatment and storage infrastructures.
Wastewater is sent for treatment at the wastewater treatment plant on the power plant premises, and discharged after being properly treated, complying with the requirements defined in the respective local legislation.
The Mortágua Power Plant, located on the right bank of the Aguieira dam and included in the sub-basin of the Mondego river, has a Water Use Licence for Surface Water Withdrawal and Wastewater Discharge, so the water consumption in this power plant corresponds to surface water from the dam. Under the Discharge Licence, a self-monitoring programme for effluent management has been implemented. This programme is carried out by a laboratory accredited for this purpose, which collects samples and issues the respective analytical bulletins with the results of various parameters, in accordance with the Water Resource Usage Certificate (TURH), reported periodically to the authority (APA).
Within the self-control programme, the pH, Mineral Oil, Oils and Fats, Total Phosphorus, Total Nitrogen, Total Suspended Solids, Chemical and Biochemical Oxygen Demand parameters are monitored, and all the results, as well as the copies of the analytical bulletins are reported on a monthly basis.

In 2022, Mortágua biomass power plant registered a slight increase in water withdrawal from surface water (+2%) than in 2021, and discharged 122,716 cubic metres of effluent.
| Water and effluents - Mortágua Plant | 2022 |
|---|---|
| Total Water Withdrawal (m3 ) |
388 171 |
| Total Water Discharge (m3 ) |
122 716 |
| Total Water Consumed (m3 ) |
265 455 |
In Tilbury, however, 100% of water consumed is provided by the municipal network. The environmental permit, issued by the Environment Agency, lays out the regulations, emission limits and monitoring requirements for water use and wastewater discharge. The wastewater from the plant's processes is collected in a sedimentation basin where, prior to discharge into the municipal network, the pH is adjusted and the particles are sedimented. In 2022, according to the continuous monitoring carried out at the effluent outlet, all analyses were found to be within the parameters established in the permit.
During the past year, the plant consumed around 64,000 cubic metres of water; however it is not yet possible to monitor the flow of wastewater in the plant, a situation that will be assessed in 2023.

In 2022, overall, a total of 3.8 million cubic metres of water were consumed in Greenvolt's biomass power plants, which corresponds to an overall specific consumption of 3.37 m3 /MWh produced.

$$\begin{array}{|c|c|} \hline \textbf{2021} \ \hline 2,92 \,\mathrm{m^3/\text{MWh}} \ \hline \end{array} \begin{array}{|c|} \hline \textbf{2022} \ \hline \textbf{3.37 \, m^3/\text{MWh}} \ \hline \end{array}$$
The principles underlying the Greenvolt Group's Sustainability Policy include environmental issues tied to its business and its sector, with an underlying precautionary principle in how it proceeds.
By adhering to the precautionary principle, the company seeks to minimise the environmental impacts of its business, implementing management practices in line with internationally accepted benchmarks to manage environmental and climate risks in a comprehensive manner, reduce emissions, promote the circular economy and protect biodiversity.
To encourage continuous improvement, we have adopted the ISO 14001:2015 international standard as a reference at most of our plants, in strict compliance with the limits of the Single Environmental Certificates (TUAs), in line with the recommendations of the European Union's Best Available Techniques Reference Documents (BREFs). By 2024, Greenvolt intends to expand environmental certification to the Mortágua Power Plant and by 2025 to Tilbury Power Plant, while maintaining existing policies, practices and procedures until then.
At Greenvolt, we adopt and implement the best environmental management practices using a life cycle approach, from material and component procurement to construction and installation, operation and finally end of useful life. The reports on "Environmental Upgrading in the Deactivation and Demolition of the Group's Biomass Power Plants", specific to each power plant, include a plan with instructions for dismantling equipment and infrastructures, collecting materials and products, decontaminating potentially contaminated soils and, in general, properly restoring the site's environmental conditions, including the updating of estimated costs associated with the deactivation/demolition of the power plants.
Certification for all power plants at the industrial sites are held by Altri Group companies, where the biomass power plants are sites certified by:
Other certifications through Altri Group companies
Since 2021, the year the Greenvolt Group joined the PSI independently from the Altri Group, the company has recorded remarkable growth, which has been reflected in the strategic consolidation of this year, 2022.
The three business clusters constituting the Group acquired new companies, established new partnerships and updated their goals, renewing the challenges in people management and making internal talent not only necessary but absolutely vital for achieving the new goals.
At the same time, we have seen geopolitical changes throughout 2022 that have transformed trends in the energy sector, with the war in Ukraine leading an increase in energy prices, reinforcing the inevitable structural trend of consolidation of renewable energies worldwide. The need to adapt business has shaken up the labour market, which is increasingly focused on attracting expertise in the field, on reconciling the personal, professional and family life of our employees, and on the vital role of companies in supporting career development.
The Greenvolt Group has been able to adapt, developing a value proposition capable of guaranteeing an agile, consistent recruitment flow, but also retaining internal talent, with the holistic well-being of the teams being regarded as a priority. The optimisation of processes, automation of systems that assist decision-making processes, and the promotion of an organisational culture that unites companies with an international scope of action were notable initiatives in 2022.
During this period, we strengthened local autonomy, employee empowerment, and the promotion of a working environment compatible with creating and maintaining committed, motivated and productive teams. We believe in the talent of the Greenvolt Group and in the responsibility of the People Department to achieve the company's business strategy, through transparent communication, alignment with the goals of the organisation and valuing the employees' working life cycle, materialised in 4 pillars:
Integrated Annual Report 2022




The Greenvolt Group closed the year 2022 with a total of 486 employees, an increase of 188% compared to 2021 figures, explained by the business growth and multiple acquisitions of companies with their corresponding workforce.
| 2021 | 2022 | |
|---|---|---|
| Total Employees (No.) | 169 | 486 |
| 66 (39%) | 192 (40%) | |
| 103 (61%) | 294 (60%) |
In the constitution of the company, the number of employees belonging to the "Decentralised Production" business segment (48.6%) is notable, with representation in Portugal and Spain, resulting from the composition of the Greenvolt Next, Greenvolt Comunidades and Perfecta clusters. The "Wind & Solar Utility-Scale" business segment, represented by the Greenvolt Power cluster, appears in second position, with 32.7% of the Group's total employees. Greenvolt Corporate (18.7%) makes up the remaining aggregate.
In terms of gender, there is a greater predominance of men (60%) compared to women (40%). The 1pp increase registered in the female gender compared to 2021 is a relevant increase,
considering the business area and operation of the Greenvolt Group, and reflects the Organisation's effort to increase the representation of women in the renewable energy sector.

At the end of 2022, the total number of Group employees was distributed across 12 countries, with a higher number of employees in Portugal (35%), Spain (33%) and Poland (21%).
Our commitment to sustainable employability policies is furthermore translated by employee effectiveness. By the end of 2022, 98% of employees had permanent contracts and 98% of employees work on a full-time regime.
The average age of Greenvolt Group staff remains low, with a significant percentage of employees (86.4%) being under the age of 50. Of the total, 28.8% are under 30 years old and 57.6% are in the 30-50 age group.
| 2021 | 2022 | |
|---|---|---|
| < 30 years | 54 (32%) | 137 (28,8%) |
| From 30 to 50 years old | 95 (56,2%) | 282 (57,6%) |
| ≥ 50 years | 20 (11,8%) | 67 (13,6%) |
| Total | 169 (100%) | 486 (100%) |
Of the total number of employees, it can be seen that in 2022 the staff/specialist category is the most represented (66.7%), followed by the category of Managers (16.9%) and Directors/Heads (11.3%) and, finally, the Top Management category (5.1%).
Employees by employment contract and professional category, by year and by gender, in 2021 and 2022
| 2021 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Total | Total | ||||||
| Employment contract (No.) | 66 | 103 | 169 | 192 | 294 | 486 | |
| Permanent Employees | 65 | 100 | 165 | 186 | 291 | 477 | |
| Temporary Employees | 1 | 3 | 4 | 6 | 3 | 9 | |
| Contract Mode (No.) | 66 | 103 | 169 | 192 | 294 | 486 | |
| Full-time employees | 65 | 95 | 160 | 190 | 287 | 477 | |
| Part-time employees | 1 | 8 | 9 | 2 | 7 | 9 | |
| Professional Category/No.) | 66 | 103 | 169 | 192 | 294 | 486 | |
| Top Management | 3 | 21 | 24 | 4 | 21 | 25 | |
| Directors/Heads | 7 | 10 | 17 | 13 | 42 | 55 | |
| Managers | 7 | 8 | 15 | 33 | 48 | 81 | |
| Staff/Experts | 49 | 64 | 113 | 142 | 183 | 325 |
In 2022, we had a total of 324 new hires (44.8% female and 55.2% male), representative value of the growth strategy and acquisition of new companies. We recorded a total of 111 departures of employees (74.8% male), mostly in the decentralized production cluster (84 departures, equivalent to 75% of the total) and in line with market dynamics in this sector.
Globally, we registered an overall hire rate of 66.7% and an overall departure rate of 22.8%, respectively.
| 2022 | |
|---|---|
| Gender (No.) | 324 |
| 145 | |
| 179 | |
| Age Group (No.) | 324 |
| < 30 years | 106 |
| Between 30 and 50 years old | 179 |
| ≥ 50 years | 39 |
| 2022 | |
|---|---|
| Gender (No.) | 111 |
| 28 | |
| 83 | |
| Age Group (No.) | 111 |
| < 30 years | 31 |
| Between 30 and 50 years old | 63 |
| ≥ 50 years | 17 |
Finally, in terms of diversity of the governing bodies, there are no changes compared to 2021, with 36% of its members being female, the majority aged between 30 and 50.
| Age Group | Total | ||
|---|---|---|---|
| < 30 years | 0 | 0 | 0 |
| Between the ages of 30 and 50 | 2 | 3 | 5 |
| > 50 years | 5 | 1 | 6 |
| Total | 7 | 4 | 11 |
At the Greenvolt Group, we consider communication to be a fundamental tool in promoting employee motivation and commitment, and the area responsible for bringing them closer to the company's values, purpose and objectives.
Communication in the company is guided by the values of diversity, respecting the individuality of each employee, transparency, giving visibility on all processes and policies established, based on a call to action and active involvement of the teams, and a multiple number of channels available to employees and the company, encouraging an active and productive interaction.
At the Group level, company staff have a monthly newsletter that reports on the main news of the month and highlights ongoing projects and initiatives involving employees in a closer way, and relevant topics in the areas of Compliance, Sustainability and Health and Safety. A corporate Sharepoint is also active for the entire organisation, which functions as a repository of useful cross-cutting information (updated presentations, policies, procedures, global initiatives, templates, among others) and also as a bilateral channel through the contact box in a separate section. This promotes the sharing of ideas and suggestions with the team responsible for managing the tool (People/Internal Communication).
Aware of the impact of a good understanding of the employees in relation to the operation of the business and the company's goals, during this year 2022, strategic clarification activities and presentation of the results of the Greenvolt Group were promoted and widely disseminated to all employees, complemented by quarterly sessions with the CEO, during which details of business developments in each of the clusters and the Group as a whole were shared. This explanation is individualised by the CEO to each of the new additions to the company who, in 2022, held one-toone meetings with each of the new members of the company.
To carry out business, teamwork is fundamental and requires collaboration between individuals of different nationalities and from different backgrounds. This is why throughout the year, there were informal initiatives to celebrate the multicultural nature of the company, with a global celebration of the festive days of each geographical region where we are present by having the food from these regions at the office and interviews with employees from the respective countries, with the goal of bringing the teams closer together, regardless of the market in which they work.
Additionally, as an organisation that strives for an organisational culture of transparency, based on the highest ethical standards of conduct, an email address was created which, while guaranteeing anonymity and confidentiality of communication, allows all employees, members of corporate bodies and service providers to report irregularities and offences of which they are aware - the Internal Reporting Channel - managed and controlled by the Manager of the respective Channel.
At the beginning of 2023, the first climate survey was launched for all the people in the Group, with the purpose of assessing satisfaction regarding policies and relevant issues, of which we highlight the Compensation and Benefits Policy, the Work-Life Balance Policy, and other aspects related to Organisation and Collaboration.
With a participation rate of 91%, the results will be used to define and implement action plans to improve the experience and life cycle of employees in the Group.
The productivity of any company and business is closely associated with people management which, in turn, has its success rating in the satisfaction and performance levels of its employees. The Greenvolt Group is proud of its commitment to the motivation and well-being of its teams, reinforcing the key role of the work context and opportunities with a full, balanced life. The context we have experienced in the last two years has unequivocally accelerated trends already considered unchanged in 2022: employees are responsible for making major decisions in the labour structure, such as working hours or workplaces.
The new models move away from traditional career development, and the Greenvolt Group has been providing up-to-date, innovative responses to the voracious search for talent, with the
ambition of continuing to be a benchmark company in the area of people management in the renewable energy sector.
The Company will continue to develop new forms of recognition and talent management to respond to the rapid growth experienced and to identify a work model that is valued by its people as a relevant and decisive factor in the decision-making process about their future.
For 2023, in line with the defined Strategy, it will focus its activities on consolidating the structure, organisation and automation of processes related to people management. It will also focus on the development of an organisational climate and culture that promotes an environment that values skills, career development and knowledge sharing.
Among the projects currently underway, we highlight our commitment to diversity and inclusion, our continuous and agile consolidation of the performance and feedback model, as well as the design of a competitive and equitable compensation strategy.
Leadership skills also assume an increasingly relevant role, as a decisive factor in establishing commitments: to results, to the Greenvolt Group's global strategy, to the structuring of goals, and to values aligned in a joint vision and collaborative work as a fundamental principle. For this reason, investment in efficient team management will be one of the key elements for 2023. In this regard, team building programmes have already been developed in 2022 with the goal of acting on communication barriers and obstacles, promoting a climate of well-being, safety and sharing between teams.
Also in the context of talent management, partnerships were established with recognised national and international external entities, which promote the development of skills, recognition, professional growth and upskilling of partner entities, such as the Green jobs Lab, promoted by PRO_MOV and IEFP, and JRS (Jesuit Refugee Service).
In the daily routine of organisations, and particularly against the backdrop of constant change in which we currently live, the development and training of employees is essential. The Greenvolt Group recognises this importance and is committed to promoting the development of differentiating skills for all its employees.
In this regard, we have developed a Training Strategy based on the identification of needs together with the Directors of each area, who carry out the respective identification together with staff. This is then validated by the People Department, which consolidates and approves an Annual Training Plan, to be implemented during the year in question.
Greenvolt's Training Strategy includes a range of behavioural, management, specialised technical and language courses that enable the acquisition of new skills to enhance performance in the current position, and enable professional development with a view to career progression.
In 2022, Greenvolt employees received 5,701 hours of training.
| Total | |||
|---|---|---|---|
| Professional Category | 2,313 | 3,388 | 5,701 |
| Top Management | 53 | 406 | 459 |
| Directors/Heads | 129 | 401 | 530 |
| Managers | 554 | 648 | 1.201 |
| Staff/Experts | 1,578 | 1,934 | 3,512 |
Following the Group's talent mapping, executive training will also be analysed for specific profiles. In parallel, all Group employees regularly participate in universal training on Diversity and Inclusion, Ethics, Compliance & Regulation, computer skills, and various ongoing policies and procedures, in order to develop skills that will enable them to contribute, directly and indirectly, to the Organisation's objectives.
Safety training is also included in this Plan and will also be provided to all staff who need it.
With regard to internal mobility, we recorded a total of 64 positions filled by employees in 2022, a development programme for our employees aimed at the acquisition of universal skills and also a broader knowledge of our business.
For 2023, Greenvolt has set itself the goal of updating and improving its Onboarding, with the aim of providing a full integration and positive experience to all new employees, in line with the strategy of Employer Branding also under development. It is also the Group's purpose to reinforce the definition and evaluation of the competencies of the segments that form part of the company.
In a Group that is guided by transparent and inclusive communication with its employees, and by its belief in the quality and experience of its human capital, it is essential to determine procedures that allow the strengths and improvement points of the teams to be identified and highlighted, and through this, to design strategies for the efficient achievement of business goals.
In 2022, the Greenvolt Group launched its performance evaluation process that allows it to support employees in their career path within the company, giving teams visibility on the importance of their work in the context, mission and strategy of the company.

The evaluation model considers both formal and informal approaches. To this end, Managers have defined KPIs (Key performance indicators) for each employee, to guide professional development closely linked to an ambitious business strategy that depends on the contribution of all to be successful.
In addition, Greenvolt employees receive regular follow-up from their supervisors to align expectations and receive feedback that promotes the achievement of the defined KPIs. Each year, quantitative and qualitative indicators are evaluated and renewed or adjusted according to the development of each individual and their career development goals.
This year, we laid the foundations for consolidating high performance teams, motivated groups with a clear understanding of their role in the progress of the department they belong to, the company they work for, and the opportunities for personal and professional growth available to them.
The global scale of the Greenvolt Group's business implies a high level of social responsibility, which is why we recognise diversity and inclusion as a competitive advantage and priority strategy within people management. We are therefore committed to empowering and valuing the opinions and values of all people on our working environment, fostering an inclusive culture of innovation, creativity and development, and promoting a balance between personal and professional life in all areas.
The purpose of the Ethics and Sustainability Committee is to assist the Board of Directors in integrating sustainability principles into Greenvolt's Strategy, as well as to safeguard and monitor the implementation and compliance with Greenvolt's Code of Ethics and Conduct, which includes, among others, diversity, equality and inclusion.
In line with the corporate strategy and values, the People Department also defines Global Human Resources Policies based on equal opportunities and the prohibition of all forms of discrimination, contributing to a diverse, inclusive organisation at all stages from recruitment, through adequate remuneration and decent working conditions, to retirement.
| % of women in management positions | 26% |
|---|---|
| % of women in revenue-generating management positions | 16% |
| % of women in management positions in STEM fields | 9% |
| % of employees with disabilities in the year | 1% |
Specifically and publicly, Greenvolt's commitment to Diversity, Equality and Inclusion is also present in the Policies and Codes that it defines and that guide its activity and responsible business, of which we highlight the following:
During 2022, the Diversity, Equality and Inclusion Policy was the subject of mandatory training for 100% of Greenvolt Group companies and employees through an interactive e-learning course that assessed knowledge about it (see section 3.3. Ethics and Conduct). As part of this training, the commitments and ongoing actions regarding the creation of a working and non-working environment that encourages and reinforces non-discrimination, equal opportunities, diversity and the inclusion of all professionals (employees and members of the Management and Supervisory Bodies) within the Greenvolt Group were widely disseminated.
• Continue to implement equal pay (women vs men) for the same position and salary review procedures.
• Creation of partnerships with educational institutions that promote the attraction of female talent for curricular programmes aligned with Renewable Energy, e.g. professional courses for installers.
Within the scope of gender equality, the Gender Equality Plan 2023 seeks to implement and monitor measures that promote: a) equal access to employment; b) initial, continuous training in the development of differentiating skills; c) equal working conditions and pay; 4) protection of parenthood; 5) balance between work and personal and family life and, finally, 6) prevention of harassment in the workplace.
The good examples set by senior management, as well as continuous training in this area, which started in 2022 with the participation of members of the Greenvolt Group in the activities of the Portuguese Association for Diversity and Inclusion (APPDI), have contributed a lot to its successful adoption and will continue to be fundamental.
We believe that it is everyone's responsibility to apply principles of guaranteeing nondiscrimination, promoting talent and enhancing equal access to opportunities in their own behaviour, attitudes and decisions. We want to affirm and disseminate our commitment to promote a diverse and inclusive culture, including particularly differences related to gender, gender identity, sexual orientation, ethnicity, religion, creed, territory of origin, culture, language, nationality, birthplace, ancestry, age, political, ideological or social orientation, marital status, family situation, economic situation, health status, disability, personal style, experience, training or other.
No incidents of discrimination were recorded within the Greenvolt Group in 2022.
In recent years, the holistic health and well-being of employees has become of the utmost priority, being a decisive factor in choosing a new work project or continuing it.
The Greenvolt Group is aware that this work-life balance is defined individually and often taking into account unique circumstances that affect expectations regarding the time and effort dedicated to each area, therefore it is committed to making its measures more flexible. During the year 2022, an exercise was carried out, together with the employees in each geographical region, to identify the factors that have an influence on the promotion of their physical, mental and social well-being. As a result of this work, various improvements in the organisation and management of work were introduced in new countries, while measures already in place in more established markets were consolidated. The purpose is common:
The organisation's value proposition includes several measures implemented by the different Group companies that seek to promote work-life balance:
Being a multinational company with teams across borders, Greenvolt is concerned with coordination between geographical regions so that no meetings are scheduled outside working hours or on public holidays in the respective countries. In SharePoint, employees have access to a worldwide job calendar that they can view before scheduling global meetings. Team spirit is one of our values and we want to promote healthy collaboration between co-workers.
For 2023, the Greenvolt Group aims to continue to develop the programme dedicated to the health and well-being of employees, as a way of promoting equality, and also intends to
standardise the programme of measures for these purposes in all geographical regions. To this end, it is planning to implement initiatives that go beyond compliance with the law in all the Group's companies and in the different countries where it is present.
The global and integrated sustainability strategy, which was reinforced in 2022, represents a value proposition for all Greenvolt people, in that they are at the heart of all decisions. The safety and health of people is a cross-cutting pillar within the Group and one of the fundamental principles in the strategy for growth and expansion of the business, with Greenvolt continuously and sustainably seeking to improve results and indicators in safety matters and to comply with the Safety legislation applicable to the facilities and activities, in an appropriate and diligent manner.
In this measure, rules and procedures applicable to 100% of employees are defined, which Greenvolt tries to replicate for all employees of subcontracted companies. Ensuring the proper identification of hazards and risks, training all workers on safety and health, and ensuring that appropriate working practices are communicated and applied in the field, will lead to the creation of a long-lasting and solid culture of safety.
At the same time, strict compliance with the legislation in force is absolutely fundamental. The identification of the legal requirements applicable to Greenvolt's operations and the assessment of their compliance is carried out by all Group companies. This is a task that allows for a solid vision of the fulfilment of all obligations towards workers and all stakeholders linked to the company's organisational context.
The Greenvolt Group has implemented and communicated publicly through senior management, its corporate policy on health and safety at work, applicable to all group companies. This policy represents the commitment to provide safe and healthy working conditions to prevent occupational incidents and diseases, both with employees and subcontracted workers, which must be present in all decisions, activities and geographical regions in which Greenvolt operates, specifically in planning, construction, operation and maintenance, as well as in personnel management, procurement, governance, and in relationships involving suppliers and other stakeholders. At the same time, it provides support for the definition of objectives in the area of health and safety at work, establishing the ambitious commitment to achieve zero accidents in our operations, with direct employees and service providers.
Greenvolt's 5 essential Health and Safety rules, made available and communicated to all, are common sense, easy to understand and support existing practices, promoting a culture of Health and Safety at work.
• We follow and enforce Health and Safety rules and reject unsafe practices.
In order to guarantee the objectives and commitments defined in the Health and Safety Policy, Greenvolt, through its Sustainability Department, is defining and implementing an Integrated Corporate Management System, which integrates the model and principles recommended in ISO 14001 and ISO 4500, and the recommendations of the International Labour Organization, defined in document ILO-OSH 2001 and Convention no. 155 on Occupational Health and Safety (OHS), internationally recognised benchmarks and a guarantee of our responsible action in these matters.
The Group companies may adopt the Corporate Management System or use it as a reference for the development of their management practices, adjusting it to their specific characteristics.
With the exception of the Mortágua biomass power plants in Portugal and Tilbury Green Power in the UK, all plants owned by Greenvolt have ISO 45001:2018 certified occupational health and safety management systems. In 2023, Greenvolt aims to extend certification to the Mortágua power plant, in order to achieve the commitment of certifying 100% of its plants in Portugal, as well as its corporate activities in the area of renewable energy production management.
Occupational health services are mandatory according to local legislation and applicable to all Greenvolt group companies. Each worker must undergo a medical examination upon admission to the company and subsequent periodic examinations are also carried out. These examinations and any and all records are kept by medical companies authorised to do so by government bodies. All occupational health examinations are provided by the organisation to the employee, through an authorised service provider, and all records are treated as confidential information. It also includes a visit by the occupational doctor to each workplace to assess the health and safety conditions of all the places in which our professional activities are carried out. The biomass power plants that are certified have a medical clinic which provides permanent medical assistance.
The hazard identification and risk assessment programmes implemented incorporate all high-risk areas of workplaces, specific job-based assessments, and a detailed analysis of high-risk tasks. Both employees and service providers have mechanisms in place to report hazards or dangerous situations, and whenever an incident occurs, they are prepared to start incident investigation procedures, with the aim of investigating the causes and identifying preventive and corrective measures to eliminate the possibility of the accident recurring. Each employee is clearly informed that, for any work performed, if a work situation implies a probable cause of injury or illness, the work must be stopped immediately and reported to the immediate Supervisor and the Health and Safety Officer.
Greenvolt has no direct employees at the biomass plants. Those responsible for their operation and maintenance (Altri Group in Portugal and WBOC in the United Kingdom) must ensure compliance with the safety regulations applicable under current legislation, or in force within the industrial scope, and guarantee the health and safety of their employees and contractors, including:
occupational health and safety, keeping records of such training, and making available the means and equipment for their individual protection.
In order to mitigate potential risks that could compromise the safety of the facilities and the health of its employees and cause environmental damage, practices are also implemented at certified biomass power plants that involve the use of an observation form for recording occurrences by any employee on the premises, which is a critical and fundamental instrument for preventing incidents and non-compliance at the power plant. During 2023, this practice will be extended to all group companies.
The concern with health and safety also applies to the development of energy efficient projects, as well as the installation of solar photovoltaic projects, including the development of engineering, procurement and construction (EPC) projects and the provision of operation and maintenance (O&M) services for corporate and residential customers.
Decentralised production companies mainly use contractors to carry out their installation and maintenance activities. All contractors sign a service provision contract whereby they commit to complying with all health and safety rules in the execution of their work, in accordance with legislation in force, and complying with the Health and Safety Plan (PSS) or its equivalent, as determined by the Group companies themselves. Subcontractors must comply with safety procedures in general, which are not limited to the PSS or documents drawn up by the executing entity.
The Project Owner must also meet requirements to minimise the main health and safety risks, such as those involving working at height. Mechanisms are also defined for supervising compliance with the PSS prepared, which may be carried out by any Greenvolt employee assigned to the work, or by a third party contracted for this purpose. Any failure to comply with any clause of the Plan may result in penalties or the immediate suspension of work.
The most relevant risks identified in the biomass power plants belonging to the Greenvolt group are related to the risk of fire and explosion, electrical risk, risks related to the mechanical handling of loads, and the circulation of vehicles and mobile machinery. On the other hand, the most relevant risks in the activity of decentralised energy production, wind and solar, are the risks related to work at height, use and movement of machinery, and the manual movement of loads.
The process of employee consultation and participation consists of regular meetings with employees, the Health and Safety team and the management team thus ensuring the involvement and integration of the employees' point of view in decision making. All employees are represented directly or through elected representatives. Consultation also takes place through electronic forms to collect the formal opinion of employees, periodically, in accordance with local legal obligations.
Relevant information on Health and Safety at work is communicated to employees, and easily accessible, through electronic formats (e.g. e-mail, SharePoint, Newsletter), through formal periodic meetings and through regular health, safety and environment training.
At Health and Safety meetings, safety metrics are analysed and monitored, investigations on accidents and near misses are shared, and management reviews results, among other initiatives.
Those responsible for operation and maintenance activities apply the provisions of the safety regulations applicable under the legislation in force, and guarantee the safety and health of their employees and subcontractors, ensuring that everyone has the necessary and mandatory training for the proper performance of their duties, including with regard to safety and health at work, keeping a record of such training, and providing the resources and equipment for personal protection.
Induction training is provided to all employees and subcontractors accessing Greenvolt's facilities and sites. The main objective is to inform them about the rules, safety and environmental procedures and how to act in emergency situations.
Periodically, new training is also conducted on fire safety, first aid, emergency procedures and all other necessary training to comply with the health and safety plan. The four ISO 45001 certified biomass plants have a CSIP card valid for 5 years, consisting of an 8-hour safety training session.
In 2022, 312 hours of training were given to employees on Health and Safety issues, which included training on first aid, acting in emergency situations, among others.
We collaborate with our suppliers prioritising a sharing relationship focused on transparency. In selecting our partners, our main priorities are Safety, Health and Environmental requirements and compliance with applicable legal and regulatory regulations.
The communication and availability of our Health and Safety rules, namely, the Occupational Health and Safety Policy and the Supplier Code of Conduct, is applicable and communicated to 100% of Suppliers and Partners.
We seek to govern our activity in line with existing best practices, with the aim of promoting good safety performance by contractors. In this regard, we manage and monitor the health and safety criteria of the companies with which we cooperate through platforms and portals configured in accordance with legal requirements and procedures defined by Greenvolt (e.g. E-Coordina), which ensure:
The performance and management of subcontractors is monitored through the creation and provision of operational guidelines, validation of specific Safety plans and procedures, as well as promoting communication and sharing of effective and safe processes. Mechanisms are also implemented to control and verify the provisions of the contracts in force, in order to ensure compliance with them.
In order to promote continuous improvement in the management practices implemented in Health and Safety at the biomass power plants in Portugal, specific objectives and goals of a more operational nature were defined, notably:
Achieve zero accidents with Greenvolt employees, service providers and subcontractors in all biomass plants
Raise awareness of Greenvolt employees and Greenvolt subcontractors on safety, health and environment issues (1 meeting/year/plant)
Ensure that 100% of Greenvolt's subcontractors that provide services to the biomass power plants, prepare and communicate safety, health and environmental risk assessments
Ensure that 100% of the biomass power plant service providers' employees have a CSIP card (Safety Card for Paper Industry)
Accident metrics are monitored at Group level, for employees and contractors, in order to follow up on health and safety performance and to assess compliance with the defined objectives.
In 2022, for the Greenvolt Group, no work-related fatalities or accidents with serious consequence (absence > 6 months) were recorded. Two accidents were recorded, occurring in the decentralised production segment, only one of which led to sick leave and generated a total of 12 days of lost work.
| 2022 | |
|---|---|
| Fatality Rate | 0 |
| Accident rate with serious consequences (except for fatalities) | 0 |
| Frequency Rate | 1.2 |
In relation to activities carried out by employees of outsourced companies, unfortunately we recorded a work-related fatality as a result of a fall from height that occurred during a solar panel maintenance operation.
This unfortunate situation further reinforces our commitment to continue improving and strengthening our training, awareness and other practices in the adoption of safe behaviour by all direct employees and service providers who work with us on a daily basis in the implementation of our activities.
| 2022 | |
|---|---|
| Fatality Rate | 1.14 |
| Accident rate with serious consequences (except for fatalities) | 1.14 |
| Frequency Rate | 2.28 |
All accidents are investigated, analysing, among other aspects, the training received by the worker for the task in question, the personal and collective protection equipment applicable, the risk assessment of that work, the work equipment used, and the behavioural tendencies at its origin. The investigations are carried out by a team defined according to the severity of the incident, to ascertain the root causes and identify corrective action to guarantee as much as possible that the work will be carried out in the future without major incidents and fatalities resulting from the work.
Some of the accident metrics result from the analysis of near misses. Besides being a numerical indicator, they are also an indicator of a sensitivity and safety culture, since they reflect the alertness of all workers to preventively detect and report unsafe conditions, unsafe acts or other events that have occurred and which by chance or time lag did not result in injury to a worker.
During 2023, we will strengthen our near-miss analysis practices to define improvement plans.
On 23 February 2022, the European Commission adopted the proposal for a Directive on "Corporate Sustainability Due Diligence", with the aim of encouraging the adoption of sustainable and responsible behaviour by Member Countries and Large Enterprises with regard to human rights and the environment, applicable to their own operations and value chains within and outside Europe.
Once adopted, and transposed into national legislation, it will be necessary to establish a corporate due diligence duty, which entails identifying, preventing, mitigating and reporting on negative impacts on human rights and the environment in the activities of the company, subsidiaries and their respective value chains.
Being aware of the enormous challenge and importance of the same, and growing scrutiny by investors and sustainability, Greenvolt will monitor trends, seeking to adapt its practices and reporting processes (see section 2.5.4. European Taxonomy).
The Greenvolt Group promotes, respects and complies with human rights, in line with internationally recognised standards such as the United Nations Universal Declaration of Human Rights, the ten principles of the United Nations Global Compact, Conventions 100, 111 and 190 and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises, among others.
Greenvolt seeks to act in such a way that none of its management actions or activities give rise, directly or indirectly, to human rights abuse or violations in any geographical location, context or reality, nor throughout its value chain and sphere of influence in relation to stakeholders. In people management, Greenvolt has corporate and local policies that reinforce alignment between geographical regions in complying with legislation and regulations, and that promote principles of respect, justice, meritocracy, ethics and sustainability in the creation of value for the employee.
Greenvolt repudiates any kind of harassment, discrimination, coercion, abuse, violence or exploitation, and strongly condemns child or forced labour, reflecting these principles in the foundational documents of its contractual relationships with all suppliers, customers and other stakeholders, namely the Code of Ethics and Conduct, the Sustainability Policy, the Supplier Code of Ethics and the Sustainable Procurement Policy.
In terms of associativism, freedom of expression and freedom of association are driving factors for innovation, one of the aspects that the company seeks to promote. Greenvolt employees participate freely and proactively in various forums, whether of a labour, cultural, environmental, social or any other nature. Greenvolt employees participate freely and proactively in various forums, whether of a labour, cultural, environmental, social or any other nature. The Group encourages its employees to participate in associations and discussion forums, believing that their outstanding professionalism and personal commitment to the causes they believe in can be differentiating factors so that civil and professional movements with positive social impacts can benefit from their contributions.
The company also assesses its business to identify impacts and mitigate potential risks that may affect human rights. Along with the Green Bond Principles, Greenvolt's M&A projects and transactions are subject to careful alignment with ESG standards, to assess Greenvolt's impacts from these standpoints. Specifically, Greenvolt has established a Green Bond Committee, comprised of members of the Engineering, Environment and Sustainability, Legal and Finance Departments, responsible for selecting eligible assets – "Eligible Green Project" – after the proposed projects and merger and acquisition (M&A) transactions have been reviewed by the Investment Working Group. Greenvolt analyses and pre-screens its projects, rejecting those that do not comply with its environmental and social risk assessments, or that demonstrate credit risk.
Through periodic communication and training mechanisms (e.g. onboarding and/or refresher courses), Greenvolt ensures that employees are made aware of the scope and objectives of the existing mechanisms for reporting non-compliance with ethical issues, namely in terms of human rights. In addition, it also reinforces the message to its suppliers and partners about the expectation that these reporting channels are available to the respective employees and all other stakeholders, through the Group's Code of Ethics and Conduct and the Supplier's Code of Conduct.
At Greenvolt, we recognise the dynamic nature of our sector, which is why we have defined practices and policies that allow us to respond in an effective and agile manner, and whenever necessary, to the need to reorganise the company (such as the need to attract talent to respond to the challenges arising from the market and the energy sector). Our approach is concerned, not only with maximising our ability to respond to challenges from a collective point of view, but also with responding to individual needs and interests, placing our people in an environment of positive change and personal and professional growth. This approach leads us to recurrently promote, in a sustained and responsible way, internal mobility processes, reskilling and upskilling initiatives, as well as attractive exit conditions, with a view to reducing the impacts of organisational restructuring. In 2022, the company did not use any measures such as collective redundancies and lay-offs.
The link between society and companies has been bridged and strengthened by Corporate Social Responsibility policies. At Greenvolt, we extend this commitment to the planet, our energy source.

This purpose is shared with the communities in which we do business, or with which we want to strengthen ties, and we make a point of involving them both through positive initiatives and by mitigating the negative impacts. To this end, in 2022 we created the S.T.O.P. _Rethink your impact programme, which seeks to inspire us to stop and rethink the impact that our actions can have in building a more balanced and sustainable future.
With 4 aspects of social and environmental action, the programme seeks to:
SHARE - "Share" inclusive energy and lead the energy transition, tackling energy poverty and deprivation nationally. In 2022, two initiatives reflecting these principles were launched by Greenvolt Communities, the "Energy Wealth" competition and the inclusive business model, "Inclusive Communities".
By 2030, the goals of this scope of action seek to support 250,000 people in need with clean and cheaper energy, within this scope, and to support at least one institution per year to be more energy efficient and greener.

The purpose of the Energy Wealth initiative is to annually support a social institution in its energy transition through green energy production and energy efficiency. The support will be in the amount of 80 thousand euros, and will include the installation of a Production Unit for Self-Consumption as well as all the development and management of an energy community with the collective self-consumption format, and the improvement of the institution's infrastructures for greater energy savings in maintaining the building's temperature and humidity conditions.
In 2023 the first institution was selected that will benefit in different ways throughout the implementation of the project:
b. Energy Efficiency Improving infrastructure to promote increased energy efficiency;
c. Sharing renewable energy The institution will share free (daytime) energy for families in need and/or other institutions in the surrounding area;
In an era where climate change is a reality, access to renewable energy is essential in building a low-carbon society. Through Energy Wealth, Greenvolt contributes to a more sustainable future for Society and strengthens its ambition to be a leader in energy transition.

The Inclusive Communities Programme has a very clear mission, which is to enable the most deprived, energy-poor people to benefit from clean and cheaper energy.
This inclusive, highly innovative business model seeks to create conditions for third sector entities to reduce their energy bills, and to share these gains with the community. In addition to the economic and environmental benefits, Inclusive Communities can stimulate social inclusion through the sharing of free energy, by allowing Social Care Institutions and their direct and indirect beneficiaries to pay less for the energy they need, and to use these savings to promote social inclusion.
With the goal of reaching 250,000 beneficiaries by 2030, the Programme provides special conditions for these institutions that include the offer of evaluation, development and monitoring of the project, a substantial reduction in the costs of setting up the community and in the operating and maintenance costs. These benefits are in addition to the reduction of around 50% of the institution's electricity bill, sharing 50% of the surplus energy free of charge with the beneficiaries of the social tariff, and maintaining the freedom to choose the electricity supplier in the future.
The first Inclusive Community of the Programme was announced in 2022, in collaboration with Santa Casa da Misericórdia de Cascais, with the Creche de Bicesse as its epicentre, where the
installation of solar panels (with an installed capacity of 73kwp) is being prepared. This will help reduce by 50% the dependence of the creche on the energy from the supplier and reduce the creche's daytime energy costs by more than 50%, and it is expected that up to 60 people living in energy poverty may benefit from the surplus production not consumed by the institution.
TALK - "Talk", in the sense of transmitting knowledge, particularly to the younger targets of the population, contributing to an increase in energy and environmental literacy. What are renewable energies? How do they work? What are the main benefits? How can I collaborate? These are some of the questions we are committed to answering through entertaining and educational workshops and roadshows. By 2030, the goal is to involve 1500 children and young people in this type of awarenessraising initiative, which started in early 2023, in the Municipality of Fundão, at the EB1 School of Pêro Viseu, Portugal.
´

OFFER- "Offer" equal opportunities, from a point of view of access to training and higher education, combating social inequalities and promoting diversity and inclusion. In this regard, 2022 marked the beginning of the award of school scholarships by merit to young people in secondary education who are in a poor economic situation and have excellent school performance. The first 14 scholarships were awarded in Portugal in December 2022 (Municipalities of Águeda, Tábua and Mortágua), and 12 will be awarded to Polish students in early 2023 (Warsaw). The number will rise to 100 by 2030.
Also during 2022, we began inclusive recruitment, which will enable Greenvolt to have employees with disabilities representing at least 1% of its corporate structure by 2030. In the same way, women's access to STEM careers and technical areas (such as the installation of photovoltaic panels) has been a concern, so partnerships are already underway with entities that promote the training and upskilling of these professionals, such as polytechnics and study centres.
At Greenvolt, we also believe in the positive effect of leaving the comfort zone, the professional bubble, and "offering" employees' time and energy to be invested in volunteering projects. By 2030, Greenvolt wants to develop at least two volunteering initiatives per year, and implement two social inclusion activities to support people with disabilities. In 2022, all the Group's companies carried out volunteer work in different areas of activity: donating goods to Ukraine, fighting food waste, donating goods to families in need, collaborating with NGOs such as the Food Bank and supporting
environmental conservation, in a total mobilisation that reached around 80 employees in different geographical regions.

PROTECT - "Protect" the environment and serve as a benchmark in the fight against the climate crisis, is the last aspect of the STOP programme's scope of work. Contributing to this purpose, Greenvolt is one of 42 companies signing up to #act4natureportugal, an initiative of BCSD Portugal - Business Council for Sustainable Development - which seeks to encourage companies to protect, promote and restore biodiversity, as well as helping to reverse its loss by 2030.
More information on Greenvolt's social and environmental responsibility programme is available on the company's website.
Greenvolt is widely recognised as a socially responsible company that is committed to communities with regard to new power generation projects. Whenever there is a need to conduct an Environmental Impact Study (EIA) for a new project, several local, regional and national entities are contacted to collect information and feedback. These studies are normally carried out at the request of national environmental authorities, and for some situations, this is not required by legislation (e.g. smaller projects). They are carried out by specialists and assessed by the entities that required them to be carried out, which publish a final decision defining the compensatory measures to be implemented. Subsequently, at a later stage, a public consultation is carried out in order to listen to the communities and address their expectations and concerns.
Greenvolt also carries out activities to strengthen ties with municipalities and local authorities, bringing people and information together, specifically on the potential impacts of projects, both in terms of the environment and in terms of health and safety, through the dissemination of safety and emergency plans to be implemented in worst-case scenarios. Greenvolt's development teams usually accompany and visit project areas locally, in order to get to know the relevant players and all those who may be affected by the company's activities, gathering feedback from the locals.
Whenever possible, preference is given to areas that already have industrial licences. However, due to constraints with grid connections and/or regulation of energy services, forested areas may be used for new projects. In any case, protected areas or areas of high biodiversity value are avoided, expressing concern for the local environment and preservation of ecosystems. More detailed information on the Greenvolt Group's biodiversity strategy can be found in "Section 4.3.1. Commitment to the Planet".
For 2023, Greenvolt's main goal is to achieve the commitments assumed in relation to its various stakeholders throughout 2022.
Commitments have been made in all three business segments, but the biggest has perhaps been set for utility-scale energy, with 2.9 GW of energy capacity expected to be developed up to Ready to Build or COD by the end of the year. These projects are spread across several European geographies, with Poland being the most relevant country, with about 2.0 GW, followed by Portugal and other European countries such as Spain, Greece, Romania and Hungary. In terms of technologies, storage has a significant weight in the Polish assets, representing about 73%, with the distribution in the remaining geographical regions being dominated by solar energy.
This short-term goal is an integral part of the total pipeline of projects being developed by Greenvolt, which estimates that it will develop 6.9 GW of utility-scale projects, spread across thirteen geographies.
Currently 405 MWp of capacity is under construction, and 500 MWp is expected to be built, or under construction, by the end of the year. As previously communicated, some of these assets will remain in Greenvolt's balance sheet, and for 2023 it is expected that Greenvolt will incorporate at least 62 MWp in Portugal, which will be added to the parks already operating in Romania.
Part of the remaining developed assets will be sold, continuing the asset rotation policy started in 2022, which is an essential pillar of the business plan for the segment. Greenvolt plans to sell at least 200 MW of assets by the end of 2023, and currently has two formal sale processes underway, in Poland and Portugal.
Regarding the decentralised electricity generation segment, which has the greatest growth potential according to Greenvolt's estimates, it expects to install at least 150 MWp of capacity throughout 2023 and double the capacity of signed contracts to 300 MWp. At the same time, it will continue efforts to expand the segment to other European countries, both in individual selfconsumption and in the development of innovative collective self-consumption projects. In this regard, during 2023, Greenvolt Next Greece has already been incorporated and Greenvolt acquired 37% of the capital of Solarelit, an Italian self-consumption company based in Milan with more than 15 MWp awarded during 2022, while several opportunities for expansion in other geographical regions are continuously being analysed.
Finally, in the Biomass segment, Greenvolt will continue to use its generation assets in accordance with the best available practices, ensuring compliance with its commitments in terms of the environment and safety, managing the organisation's technical knowledge, and promoting the development of the technical and human skills of its employees. In this regard, we have ongoing continuous improvement projects, with the aim of identifying opportunities to optimise the performance of the power plants and reduce their carbon footprint.
Greenvolt is also currently studying the possibility of extending the useful life of the Mortágua Power Plant through the installation of new production equipment, and remains attentive to new opportunities to acquire and/or build new Biomass power plants, provided that their promotion fits Greenvolt's strategy and that it can add value to the projects.
| Consolidated Statements of Financial Position as at 31 December 2022 and 2021 |
202 |
|---|---|
| Consolidated Income Statements for the years ended 31 December 2022 and 2021 |
203 |
| Consolidated Statements of Comprehensive Income for the years ended 31 December 2022 and 2021 |
204 |
| Consolidated Statements of Changes in Equity for the years ended 31 December 2022 and 2021 |
205 |
| Consolidated Statements of Cash Flows for the years ended 31 December 2022 and 2021 |
206 |
| Notes to the Consolidated Financial Statements | 207 |
| 1 General Information | 207 |
| 2 Regulatory Environment | 209 |
| 3 Main Accounting Policies | 219 |
| 4 Judgements and Estimates | 249 |
| 5 Financial Risk Management | 252 |
| 6 Consolidation Perimeter | 257 |
| 7 Changes in the Consolidation Perimeter | 260 |
| 8 Investments in Joint Ventures and Associates | 265 |
| 9 Restatement of Consolidated Financial Statements | 270 |
| 10 Goodwill | 275 |
| 11 Classes of Financial Instruments | 277 |
| 12 Property, Plant and Equipment | 280 |
| 13 Right-of-use | 283 |
| 14 Intangible Assets | 285 |
| 15 Inventories | 287 |
| 16 Current and Deferred Taxes | 287 |
| 17 Trade receivables and Assets Associated with Contracts with Customers |
292 |
| 18 Other Receivables | 294 |
| 19 State and Other Public Entities | 295 |
<-- PDF CHUNK SEPARATOR -->

| 20 Other Current Assets | 295 |
|---|---|
| 21 Cash and Cash Equivalents | 295 |
| 22 Share Capital and Reserves | 296 |
| 23 Non-Controlling Interests | 299 |
| 24 Loans | 300 |
| 25 Derivative Financial Instruments | 304 |
| 26 Provisions | 307 |
| 27 Trade Payables | 309 |
| 28 Other Liabilities | 309 |
| 29 Other Payables | 311 |
| 30 Guarantees and Financial Commitments | 311 |
| 31 Related Parties | 465 |
| 32 Sales and Services Rendered | 314 |
| 33 Other Income | 315 |
| 34 External Supplies and Services | 315 |
| 35 Payroll Expenses | 316 |
| 36 Other Expenses | 316 |
| 37 Amortization and Depreciation | 317 |
| 38 Financial Results | 317 |
| 39 Earnings per Share | 317 |
| 40 Information by Segments | 318 |
| 41 Compensations of Key Management | 320 |
| 42 Statutory External Auditor Fees | 321 |
| 43 Armed Conflict in Ukraine | 321 |
| 44 Subsequent Events | 322 |
| 45 Translation Note | 323 |
| 46 Approval of Financial Statements | 323 |
| Appendix I. List of Subsidiaries Included In The Consolidation Perimeter | 324 |
(Translation of financial statements originally issued in Portuguese - Note 45) (amounts expressed in Euros)
| 31.12.2021 | |||
|---|---|---|---|
| ASSETS | Notes | 31.12.2022 | Restated (Note 9) |
| NON-CURRENT ASSETS: | |||
| Property, plant and equipment | 12 | 490,022,759 | 370,016,023 |
| Right-of-use assets | 13.1 | 73,126,654 | 66,297,546 |
| Goodwill Intangible assets |
10 14 |
122,041,022 169,483,164 |
113,923,386 100,530,821 |
| Investments in joint ventures and associates | 8 | 46,006,269 | 3,035,546 |
| Other investments | 171,370 | 139,048 | |
| Other non-current assets | 95,903 | 3,699 | |
| Other debts from third parties | 18 | 32,613,610 | 3,337,895 |
| Derivative financial instruments | 25 | 20,037,653 | 1,333,293 |
| Deferred tax assets | 16 | 21,349,223 | 20,590,486 |
| Total non-current assets | 974,947,627 | 679,207,743 | |
| CURRENT ASSETS: | |||
| Inventories | 15 | 25,742,913 | 875,469 |
| Trade receivables | 17 | 22,996,862 | 13,123,381 |
| Assets associated with contracts with customers | 17 | 32,772,725 | 28,698,328 |
| Other receivables | 18 | 64,909,373 | 20,566,220 |
| Income tax receivable | 19 | 3,805,678 | 679,905 |
| State and other public entities | 19 | 13,976,762 | 3,691,332 |
| Other current assets | 20 | 4,876,210 | 2,283,256 |
| Derivative financial instruments | 25 | 5,236,427 | — |
| Cash and cash equivalents | 21 | 380,992,703 | 258,757,013 |
| Total current assets | 555,309,653 | 328,674,904 | |
| Total assets | 1,530,257,280 | 1,007,882,647 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 22 | 367,094,275 | 267,099,998 |
| Issuance premiums deducted from costs with the issue of shares | 22 | (3,490,429) | 772,612 |
| Legal reserve | 22 | 131,963 | 10,000 |
| Other reserves and retained earnings | 22 | 38,095,316 | 33,948,751 |
| Consolidated net profit for the year attributable to Equity holders of the parent | 16,609,421 | 7,749,573 | |
| Total equity attributable to Equity holders of the parent | 418,440,546 | 309,580,934 | |
| Non-controlling interests | 23 | 47,335,144 | 40,430,629 |
| Total equity | 465,775,690 | 350,011,563 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Bank loans | 24 | 147,479,610 | 160,576,657 |
| Bond loans | 24 | 411,742,610 | 169,646,308 |
| Other loans | 24 | 39,645,411 | 39,521,862 |
| Shareholder loans | 31 | 38,660,083 | 40,826,529 |
| Lease liabilities | 13.2 | 74,072,038 | 67,071,085 |
| Other payables | 29 | 22,764,255 | 16,289,251 |
| Other non-current liabilities | 28 | 1,655,834 | 389,220 |
| Deferred tax liabilities | 16 | 43,892,219 | 36,058,227 |
| Provisions | 26 | 12,740,180 | 15,866,752 |
| Derivative financial instruments | 25 | 56,916,400 | 37,458,126 |
| Total non-current liabilities | 849,568,640 | 583,704,017 | |
| CURRENT LIABILITIES: | |||
| Bank loans | 24 | 70,741,330 | 6,369,435 |
| Bond loans | 24 | 4,044,016 | 2,933,588 |
| Other loans | 24 | 40,184,276 | 20,490,460 |
| Shareholders loans | 31 | — | — |
| Lease liabilities | 13.2 | 2,156,831 | 876,529 |
| Trade payables | 27 | 34,518,761 | 17,883,811 |
| Liabilities associated with contracts with customers | 28 | 4,554,187 | — |
| Other payables | 29 | 45,081,761 | 15,826,230 |
| Income tax payable | 19 | 17,284 | 1,213,754 |
| State and other public entities | 19 | 2,268,815 | 1,869,726 |
| Other current liabilities | 28 | 9,017,135 | 6,400,096 |
| Derivative financial instruments | 25 | 2,328,554 | 303,438 |
| Total current liabilities | 214,912,950 | 74,167,067 | |
| Total liabilities | 1,064,481,590 | 657,871,084 | |
| Total equity and liabilities | 1,530,257,280 | 1,007,882,647 |
(Translation of financial statements originally issued in Portuguese - Note 45) (amounts expressed in Euros)
| Notes | 31.12.2022 | 31.12.2021 Restated (Note 9) |
|
|---|---|---|---|
| Sales | 32 | 212,308,601 | 130,709,839 |
| Services rendered | 32 | 43,070,946 | 9,935,282 |
| Other income | 33 | 4,362,552 | 861,419 |
| Costs of sales | 15 | (79,326,504) | (43,237,838) |
| External supplies and services | 34 | (66,663,213) | (34,272,650) |
| Payroll expenses | 35 | (27,815,681) | (6,442,375) |
| Provisions and impairment reversals /(losses) in current assets | (169,171) | (146,885) | |
| Results related to investments | 8 | 14,997,725 | (276,204) |
| Other expenses | 36 | (8,801,009) | (589,411) |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non current assets |
91,964,246 | 56,541,177 | |
| Amortization and depreciation | 37 | (43,054,983) | (26,686,681) |
| Impairment reversals /(losses) in non-current assets Earnings before interest and taxes |
12 ; 14 | 4,654,867 53,564,130 |
— 29,854,496 |
| Financial expenses | 38 | (35,993,692) | (9,056,049) |
| Financial income | 38 | 15,035,189 | 708,981 |
| Profit before income tax and CESE | 32,605,627 | 21,507,428 | |
| Income tax | 16 | (6,133,634) | (8,239,201) |
| Energy sector extraordinary contribution (CESE) | 16 | (980,096) | (1,015,013) |
| Consolidated net profit for the year | 25,491,897 | 12,253,214 | |
| Attributable to: | |||
| Equity holders of the parent | 39 | 16,609,421 | 7,749,573 |
| Non-controlling interests | 23 | 8,882,476 | 4,503,641 |
| 25,491,897 | 12,253,214 | ||
| Earnings per share | |||
| Basic | 39 | 0.13 | 0.10 |
| Diluted | 39 | 0.13 | 0.10 |
(Translation of financial statements originally issued in Portuguese - Note 45) (amounts expressed in Euros))
| Notes | 31.12.2022 | 31.12.2021 Restated (Note 9) |
|
|---|---|---|---|
| Consolidated net profit for the year | 25,491,897 | 12,253,214 | |
| Other comprehensive income: | |||
| Items that will not be reclassified to profit or loss | — | — | |
| — | — | ||
| Items that may be reclassified to profit or loss in the future | |||
| Changes in fair value of cash flow hedging derivatives | 25 | 505,475 | (35,939,991) |
| Changes in fair value of cash flow hedging derivatives - deferred tax | 16 | (118,010) | 8,984,998 |
| Change in exchange rate reserve | (6,463,763) | 1,159,450 | |
| Change in comprehensive income from joint ventures and associates, net of deferred taxes |
8 | 260,752 | — |
| (5,815,546) | (25,795,543) | ||
| Other comprehensive income for the year | (5,815,546) | (25,795,543) | |
| Total consolidated comprehensive income for the year | 19,676,351 | (13,542,329) | |
| Attributable to: | |||
| Equity holders of the parent | 13,348,764 | (5,593,761) | |
| Non-controlling interests | 6,327,587 | (7,948,568) |
(Translation of financial statements originally issued in Portuguese - Note 45) (amounts expressed in Euros)
| Attributable to Equity holders of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital |
Issuance premiums deducted from costs with the issue of shares |
Legal reserve |
Supplementa ry capital |
Other reserves and retained earnings |
Net profit / (loss) |
Net profit / (loss) |
Non controllin g interests |
Total equity |
|
| Balance as at 1 January 2021 | 22 | 50,000 | — | 10,000 | 9,583,819 | 39,718,335 | 17,934,337 | 67,296,491 | 14,584 | 67,311,075 |
| Appropriation of the consolidated net profit from 2020 |
— | — | — | — | 17,934,337 | (17,934,337) | — | — | — | |
| Share capital increase | 199,499,998 | — | — | — | — | — | 199,499,998 | — | 199,499,998 | |
| Share capital increase in kind | 47,600,000 | 8,400,000 | — | — | — | — | 56,000,000 | — | 56,000,000 | |
| Charges with issuance of new shares |
— | (7,627,388) | — | — | — | — | (7,627,388) | — | (7,627,388) | |
| Acquisition of subsidiaries - Restated |
— | — | — | — | — | — | — | 7,193,311 | 7,193,311 | |
| Conversion of reserves into share capital |
19,950,000 | — | — | — | (19,950,000) | — | — | — | — | |
| Conversion of supplementary capital into reserves |
— | — | — | (9,583,819) | 9,583,819 | — | — | — | — | |
| Liquidation of companies | — | — | — | — | — | — | — | (710) | (710) | |
| Capital contributions by non controlling interests |
— | — | — | — | — | — | — | 41,177,606 | 41,177,606 | |
| Others | — | — | — | — | 5,594 | — | 5,594 | (5,594) | — | |
| Total consolidated comprehensive income for the year - Restated |
— | — | — | — | (13,343,334) | 7,749,573 | (5,593,761) | (7,948,568) | (13,542,329) | |
| Balance as at 31 December 2021 - Restated |
22 | 267,099,998 | 772,612 | 10,000 | — | 33,948,751 | 7,749,573 | 309,580,934 | 40,430,629 | 350,011,563 |
| Balance as at 1 January 2022 | 22 | 267,099,998 | 772,612 | 10,000 | — | 33,948,751 | 7,749,573 | 309,580,934 | 40,430,629 | 350,011,563 |
|---|---|---|---|---|---|---|---|---|---|---|
| Appropriation of the consolidated net profit from 2021 |
— | — | 121,963 | — | 7,627,610 | (7,749,573) | — | — | — | |
| Share capital increase | 22 | 99,994,277 | — | — | — | — | — | 99,994,277 | — | 99,994,277 |
| Charges with issuance of new shares |
— | (4,263,041) | — | — | — | — | (4,263,041) | — | (4,263,041) | |
| Acquisition of subsidiaries | — | — | — | — | — | — | — | 5,693,469 | 5,693,469 | |
| Capital contributions by non controlling interests |
— | — | — | — | — | — | — | 442,680 | 442,680 | |
| Dividends distributed | 23 | — | — | — | — | — | — | — | (5,568,790) | (5,568,790) |
| Others | — | — | — | — | (220,388) | — | (220,388) | 9,569 | (210,819) | |
| Total consolidated comprehensive income for the year |
— | — | — | — | (3,260,657) | 16,609,421 | 13,348,764 | 6,327,587 | 19,676,351 | |
| Balance as at 31 December 2022 | 22 | 367,094,275 | (3,490,429) | 131,963 | — | 38,095,316 | 16,609,421 | 418,440,546 | 47,335,144 | 465,775,690 |
(Translation of financial statements originally issued in Portuguese - Note 45) (amounts expressed in Euros)
| Notes 31.12.2022 |
31.12.2021 | ||||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Receipts from customers | 270,294,282 | 144,052,942 | |||
| Payments to suppliers | (209,026,463) | (98,340,564) | |||
| Payments to personnel | (21,051,451) | (3,706,488) | |||
| Other receipts/(payments) relating to operating activities | (4,090,548) | (6,488,661) | |||
| Income tax (paid)/received | (14,354,831) | 21,770,989 | (7,313,616) | 28,203,613 | |
| Cash flows generated by operating activities ( (1) | 21,770,989 | 28,203,613 | |||
| Investing activities: | |||||
| Receipts arising from: | |||||
| Interest and similar income | 212,402 | — | |||
| Property, plant and equipment | 1,915,006 | — | |||
| Loans granted | 1,671,888 | 3,799,296 | 14,028 | 14,028 | |
| Payments relating to: | |||||
| Investments in subsidiaries net of acquired cash and equivalents | 21 | (39,766,322) | (176,376,463) | ||
| Investments in joint ventures and associates | 8 | (48,645,493) | (571,650) | ||
| Loans granted | (24,344,520) | (19,367,235) | |||
| Property, plant and equipment | (84,425,482) | (14,951,141) | |||
| Intangible assets | (26,852,277) | (224,034,094) | (24,108,406) | (235,374,895) | |
| Cash flows generated by investing activities (2) | (220,234,798) | (235,360,867) | |||
| Financing activities: Receipts arising from: |
|||||
| Loans obtained | 24 | 500,951,165 | 556,293,555 | ||
| Shareholders loans | 31 | — | 39,974,360 | ||
| Capital contributions | 99,994,277 | 199,499,998 | |||
| Capital contributions by non-controlling interests | 442,680 | 41,177,606 | |||
| Other financing transactions | 819,352 | 602,207,474 | 2,985,197 | 839,930,716 | |
| Payments relating to: | |||||
| Interest and similar expenses | (19,835,151) | (8,855,991) | |||
| Charges with issuance of new shares | (4,263,041) | (7,594,753) | |||
| Dividends distributed | (5,792,371) | — | |||
| Loans obtained | 24 | (218,913,748) | (358,119,092) | ||
| Shareholders loans | 31 | (2,815,761) | (1,421,363) | ||
| Lease liabilities | 13.2 | (5,164,328) | (2,059,341) | ||
| Other financing transactions | (19,359,736) | (276,144,136) | (11,160,608) | (389,211,148) | |
| Cash flows generated by financing activities (3) | 326,063,338 | 450,719,568 | |||
| Cash and cash equivalents at the beginning of the year | 21 | 258,757,013 | 14,100,666 | ||
| Changes in the consolidation perimeter | — | 1,020,787 | |||
| Effect of exchange rate differences | (5,363,839) | 73,246 | |||
| Net increase/(decrease) in cash and cash equivalents: (1)+(2)+(3) Cash and cash equivalents at the end of the year |
21 | 127,599,529 380,992,703 |
243,562,314 258,757,013 |
||
Greenvolt – Energias Renováveis, S.A. (hereinafter referred to as "Greenvolt" or "the Company", until 10 March 2021 formerly named Bioelétrica da Foz, S.A., and jointly with its subsidiaries, named by "Group" or "Greenvolt Group") is a private limited company incorporated in 2002, under the laws of Portugal, having its registered office in Rua Manuel Pinto de Azevedo, Porto, and registered with the Portuguese trade register under number 506 042 715.
At the end of November 2018, following the approval by the competent competition authorities and the fulfilment of the conditions necessary for the execution of the share purchase and sale agreement, the agreement of the Altri Group with the EDP Group for the acquisition of the remaining 50% of the Company's capital was concluded.
All the shares representing Greenvolt's share capital were admitted to trading on Euronext Lisbon on July 15, 2021.
Until June 30, 2021, the Company's activities were focused on the promotion, development, and management, directly or indirectly, of power plants and other facilities for the production and sale of energy, through sources of waste and biomass and the carrying out of studies and execution of projects within the same scope, as well as the provision of any other related activities and services.
| Power plant | Country | Beginning of electricity supply to the grid |
Injection capacity (MW) (1) |
End of tariff period |
|---|---|---|---|---|
| Mortágua | Portugal | August 1999 | 10 MW | August 2024 |
| Constância | Portugal | July 2009 | 13 MW | July 2034 |
| Figueira da Foz I | Portugal | April 2009 | 30 MW | April 2034 |
| Ródão Power | Portugal | December 2006 | 13 MW | November 2031 |
| Figueira da Foz II | Portugal | July 2019 | 34.5 MW | July 2044 |
| Tilbury | United Kingdom | January 2019 | 41.6 MW | March 2037 |
As at the present date, the Group holds biomass plants in:
(1) According to the respective license
2021 and 2022 were extremely important for Greenvolt Group, in which the Group began a strategy of mostly inorganic growth, based not only on biomass, but also dedicated to the development of wind and photovoltaic energy projects and distributed energy generation, through the following acquisitions of companies (non-exhaustive information):
• Acquisition of 51% of Tilbury Green Power Holdings Limited (owner of a biomass power plant in United Kingdom), on June 30, 2021, in partnership with Equitix;
Greenvolt is also dedicated to managing shareholdings primarily in the energy sector, as the parent company of the group of companies shown in the Appendix I.
The Greenvolt Group's consolidated financial statements have been prepared in Euros, in amounts rounded off to the nearest Euro. This is the currency used by the Group in its transactions and, as such, is deemed to be the functional currency. The operations of foreign companies whose functional currency is not the Euro are included in the consolidated financial statements in accordance with the policy set forth under Note 3.2. g).
The financial statements were approved by the Board of Directors and authorised for issue on 6 April 2022. Its final approval is still subject to favourable decision from the Shareholders' General Meeting. The Group and the Board of Directors expect the same to be approved with no significant changes.
The regulatory framework of the Portuguese Electricity System closely follows European Union regulation and policies by means of its transposition into national law. The EU Clean Energy package which includes several legislative acts on renewable energy, energy efficiency, governance and electricity market design sets the grounds for the legislation and policies being put in place in Portugal.
At a policy level, the main national energy and climate policy instrument for the decade 2021-2030 is the PNEC 2030 published in the official gazette on 10 July 2020. It sets national targets and objectives on several dimensions such as GHG emissions reduction, renewable energy, energy efficiency, interconnections and import dependency and is aligned with the Roadmap to Carbon Neutrality 2050 (RCN 2050) published in July 2019. The latter foresees full decarbonisation of the electricity system (100% renewables production in 2050) and almost full decarbonisation of the transport sector, with electrification being the main driver.
Following the Russian invasion of Ukraine and its negative impacts in the global energy market, the European Commission has presented in May 2022 the REPowerEU Plan with the view to end the EU's dependence on Russian fossil fuels. The plan builds on the measures already presented under the "Fit for 55" Package as part of the European Green Deal, and proposes additional measures to increase energy savings, diversify energy supply sources and speed up the roll out of renewables. In the context of this plan several extraordinary regulatory changes have been taking place across EU Member States, including in Portugal.
Decree-Law no. 15/2022 (DL), which came into force on 15 January 2022 sets the ground rules and current organisation of the National Electricity System (SEN). This diploma sets forth the legal framework applicable to the activities of generation, storage, transmission, distribution and supply of electricity, consolidating different electricity sector frameworks which were previously scattered across several legal diplomas. The DL is structured in five fundamental axes: (i) the administrative activity of prior control of SEN activities; (ii) network planning; (iii) the introduction of competitive mechanisms for the exercise of SEN activities; (iv) the active participation of consumers in production and markets; (v) the framing and legislative densification of new
realities such as repowering, hybridization and storage. The diploma also aims to align the rules of the electricity sector with the national objectives set out in the PNEC, and transposes into national law the Directive on common rules for the internal electricity market and partially the Renewables Energy Directive.
On December 9, 2022, Decree-Law no. 84/2022 was published, completing the transposition of the EU Renewables Directive. Among various measures, the diploma sets an updated renewables target of 49% by 2030 (up from 47%) as well as the mechanisms to verify compliance with the sustainability criteria regarding the production of biofuels, bio liquids and biomass fuels.
Electricity generation is subject to licencing and is carried out in a competitive environment.
Pursuant to Decree-Law no. 15/2022, the electrical licensing procedure involves three main steps:
Regarding the process to obtain the grid connection (TRC), the DL maintains three available options:
One of the novelties brought by the new electricity diploma is the requirement to provide a contribution to municipalities free of charge. Owners of projects exceeding 50MW are obliged to install self-consumption units in the respective municipality equivalent to 0.3% of the connected capacity or to provide a financial compensation of 1,500 Euros/MW.
Beyond this framework, in the context of the REPower EU plan, on April 19, 2022, the Decree-Law 30-A/2022 came into force introducing several exceptional and transitional measures to simplify and accelerate the licensing procedures of renewable energy projects. The measures to speed up the procedures related to Environmental Impact Assessment are particularly noteworthy.
Furthermore, on October 20, the Decree-Law 72-2022 came into force, with additional measures to continue the administrative simplification effort initiated with DL 33-A/2022. The new rules aim to speed up the construction of new photovoltaic plants and guarantee revenue for municipalities. For photovoltaic projects below 1 MW, these become exempted from urban prior control (building process), which is replaced by a simple notification to the city council together with a signed term of responsibility. Projects above 1 MW will benefit from the rule of tacit approval for the purpose of start of works (which will apply if the municipalities do not reject the project within a certain deadline). The diploma also introduces a new compensation for municipalities (a compensation of 13,500 Euros /MW of connection capacity) which will be granted by the Environmental Fund. Finally the diploma also establishes that agreements between the TSO and developers for network infrastructure reinforcement shall prioritize projects that already have a positive or conditioned positive Environmental Impact Assessment.
The applicable legislation foresees that electricity production and storage activities are remunerated at a market price or under bilateral agreements, without prejudice to the application of guaranteed remuneration regimes or remuneration schemes already awarded under former legal regimes or under a specific tender procedure.
Pursuant to Article 287 of Decree-Law no. 15/2022, the Last Resort Supplier is obliged to acquire power generated under the special regime that benefits from specific remuneration schemes, as well as power generated by producers with assigned injection capacity up to 1 MW. The Last Resort Supplier shall pay a remuneration depending on the generation technology, the legal framework in force on the date of licensing of the relevant power plant, and the contractual conditions under which the licensing request was submitted.
The prior remuneration regime, in force until 2012, foresaw the granting of a feed-in tariff to special regime generators in a much broader manner. Decree-Law no. 189/88, of 27 May, and the amendments thereto, establish a specific formula for calculating the tariffs to be paid to renewable generators (excluding large hydro power plants) that initiated their licensing procedure prior to the entry into force of Decree-Law no. 215-B/2012, of 8 October. This diploma revoked such regime but maintained the feed-in tariff rights of projects implemented until then.
| Biomass Power Plant | Applicable Legal Framework | ||
|---|---|---|---|
| Constância | Decree-Law no. 189/88, of 27 May, as amended by Decree-Law no. 225/2007, of 31 May |
||
| Figueira da Foz I | Decree-Law no. 189/88, of 27 May, as amended by Decree-Law no. 225/2007, of 31 May |
||
| Mortágua | Decree-Law no. 189/88, of 27 May, as amended by Decree-Law no. 168/99, of 18 May, and by Decree-Law no. 225/2007, of 31 May |
||
| Figueira da Foz II | Decree-Law no. 189/88, of 27 May, as amended by Decree-Law no. 225/2007, of 31 May, and Decree-Law no. 5/2011, of 10 January |
||
| Ródão | Decree-Law no. 189/88, of 27 May, as amended by Decree-Law no. 33- A/2005, of 16 February |
All biomass plants currently operated directly or indirectly by Greenvolt in Portugal benefit from the guaranteed tariffs awarded under the old regime, as per the table below:
In May 2022, the Portuguese and Spanish Governments reached an agreement to create a temporary mechanism to limit the impact of gas prices on electricity pricing in the MIBEL. As such, Decree-Law no. 33/2022, of May 14, was published, establishing the referred mechanism which will be in force until May 31, 2023, and which received the green light from the European Commission in June 2022. The mechanism sets a reference price for the natural gas consumed in the production of electricity traded on the MIBEL, aiming at reducing the respective prices. The reference price is set at 40 Euros/MWh for the first six months and will subsequently increase 5 Euros/MWh per month. This adjustment mechanism was adopted in a simultaneous and coordinated manner in the Iberian Peninsula. The measure will be financed by the "congestion income" obtained by the grid operator as result of cross-border electricity trade between France and Spain and a charge imposed on buyers benefiting from the measure.
As part of the national strategy to combat forest fires the Portuguese government has also designed a support scheme to support biomass energy installations located close to forest areas. Decree-Law no. 64/2017 of 12 June grants certain municipalities the option of installing and operating biomass power plants under certain conditions. The regime is limited to a maximum installed capacity of 60 MW and up to 10 MW for each power plant. This decree law was amended by Decree-law no. 120/2019, of 22 August, which established a remuneration to be assigned up to 15 years and based on a premium over the market price as well as on the plant's contribution to the sound management of rural fires and forest protection. The governmental order no. 76/2021, of 1 April establishes further details on the licensing procedure and on the framework applicable on the bidding procedure in case the demand for installation of biomass plants exceeds the defined threshold. Furthermore, the Decree-Law no. 73/2022 was published on October 25, which provides for new deadlines for the submission of applications for the installation and operation of new biomass recovery plants by municipalities, updating the Decree-Law no. 64/2017. The diploma establishes that applications must be submitted by 31 March 2023, defining the mandatory installation of a carbon capture and use system from 2026 onwards, unless market, technical or economic unfeasibility is demonstrated.
The Extraordinary Contribution on the Energy Sector (CESE) was created at the end of 2013 in the State Budget for 2014. The measure established a levy to be paid by the largest electricity companies with several exceptions (renewables were exempted except for large hydro plants). With the amounts collected with the CESE, the government would affect one-third to the reduction of electricity tariffs and two-thirds to other energy policy measures. As from 2019, the CESE has been extended to renewable energy facilities benefiting from feed in tariffs, However, State Budget Law for 2020 extended the exemption from the payment of CESE to entities that operate power plants up to 20 MW of installed capacity benefiting from feed-in tariff, except in case the combined installed capacity of the power plants under the ownership of the same taxpayer exceeds 60 MW.
In March 2020, a Guarantees of Origin (GO) system was launched. REN (the Portuguese TSO) was appointed as the manager of the system. All renewable electricity generators may request the issue of GOs in order to trade them except for those receiving feed-in tariffs. The proceeds of the GOs from renewable energy receiving FIT shall be transferred to the Directorate General of Energy and Geology.
The government is also supporting small-scale distributed generation by fostering the development of energy communities and self-consumption of renewable electricity. The underlying framework has been updated in Decree-Law no. 15/2022.
A key concept within this framework concerns the UPAC which is a self-consumption generation unit designed primarily to generate energy for self-consumption, which can take place individually or collectively ( when the energy produced is consumed by more than one consumer). The UPAC can be connected either through direct line or through the public grid to self-consumer facilities owned or managed by third parties. The legislation requires that the UPAC and consumption facilities are located in close proximity (2km if the UPAC is connected under low voltage, 4 km if connected under medium voltage, 10 km if connected under high voltage and 20 km if connected in very high voltage).
The diploma also foresees cost-reflective grid tariffs for self-consumption as well as the partial or total exemption of costs of general economic interest (the "CIEG") which are included in the grid access tariffs.
Portugal published its national hydrogen strategy (EN-H2) in August 2020 which foresees a major role for green hydrogen to support the energy transition in hard-to-decarbonise sectors and end uses as well as to achieve carbon neutrality by 2050. The Strategy includes several hydrogen targets by 2030; 1.5-2% of Portugal's energy demand, 2-5% of industry energy demand, 3-5% of domestic maritime shipping energy demand, 1-5% of road transport energy demand and 10-15% of the volume of gas delivered by the natural gas network. This would require the deployment of an estimated 2-2.5 gigawatts (GW) of electrolysis capacity delivered by renewable electricity, together with enabling legislation. In this regard, Decree-Law no. 62/2020, of 28 August undertook a comprehensive review of the legal basis for the Portuguese gas sector, namely for the purposes of enabling the decarbonisation of the sector and introducing in the system renewable origin gas and low-carbon content gas, such as hydrogen and bio methane, while respecting the technical and physical limitations of the Gas National System.
In June 2021 the European Commission adopted a positive assessment of the Portuguese Recovery and Resilience Plan, in the amount of 16.6 billion Euros (13.9 billion Euros in grants and 2.7 billion Euros in loans). Measures to support climate objectives represent circa 38% of total funds. Key investments include Energy efficiency in residential buildings (300 million Euros), hydrogen and renewable gases (185 million Euros), decarbonisation of industry (715 million Euros) and sustainable mobility (967 million Euros).
On 31 December 2021, Climate Law (Law no. 98/2021) was published. It enshrines the national commitment to achieve carbon neutrality by 2050 and sets guiding principles on climate policy and governance, introducing targets and providing focused instruments to combat climate change, promote the decarbonisation of the economy and its sustainable development.
The scope of this law is cross cutting and includes energy industry, construction sector and agriculture and fisheries, as well as financial assets and green taxation. Although it has already established a set of specific goals, its implementation will require further complementary legislation. The diploma includes a specific focus on biomass, ensuring that the Government will promote the certification of residual forest biomass and prohibits the use of quality wood, biomass from "energy crops" ("biomassa de culturas energéticas") and residual biomass from distant territories to be used for energy production. It also establishes that the government will promote the articulation of residual forest biomass for energy purposes with rural fire prevention and territorial management instruments. The diploma also foresees that the government shall promote most efficient ways of taking advantage of forestry residues.
During the period ended 31 December 2022, we highlight the following changes:
In February 2022 the 3DS law was adopted (differentiation, decentralization, deconcentration and simplification of public action) introducing the following changes:
On September 1, 2022, the Romanian government published Decree-Law no. 119/2022 (GEO 119), amending the emergency legislation in force regarding measures applicable to the electricity and natural gas markets. Among other measures, the following stand out:
It should be noted that since November 1, 2021 there has been a contribution on extraordinary revenues ("windfall tax") corresponding to 80% of the difference between the revenues obtained with the average monthly energy sale price and the fixed price of RON 450/MWh.
by previous decrees and inserting additional provisions to deal with the emergency related to the dramatic increase in energy prices. One of the measures concerns the option for the Ministry of the Interior and the Ministry of Justice, subject to a previous agreement with the Ministry of Ecological Transition, to use state property directly or through a concession to third parties for the installation of RES plants also using PNRR resources to cover the relevant costs.
• The 2023 Budget Law came into force by means of Law no. 197 of 29 December 2022. In line with EU regulation, from 1 December 2022 to 30 June 2023, a price cap of 180 Euros/MWh shall be applied to infra marginal technologies through a one-way compensation mechanism with reference to the electricity fed into the grid (excluding plants not included in article 15 bis of the Italian Law Decree no. 4/2022).
difference between the market-based monthly income (VAT excluded) and the ceiling for the respective technology, which remains to be determined by the Bulgarian Council of Ministers. The changes affect all renewable energy producers with installed capacity exceeding 1 MW and shall apply for the period between 1 December 2022 and 31 June 2023.
• On August 16, President Biden signed the Inflation Reduction Act (IRA) into law. This legislative package, which includes major policy initiatives across multiple industries, is particularly historic in terms of climate action. The IRA provides long-term tax credits and incentives for a myriad of renewable energy and electrification technologies. For the US solar industry, the passage of this legislation gives the industry the most long-term certainty for federal tax credits it has ever had.
Regarding the other markets where the Group operates (not mentioned above), no relevant regulatory changes with a material impact on the consolidated financial statements as at 31 December 2022 were identified.
The main accounting policies adopted in preparing the attached consolidated financial statements are described below:
The accompanying financial statements were prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union ("IFRS-EU") in force for the fiscal year beginning on January 1, 2022. These correspond to the International Financial Reporting Standards, as issued by the International Accounting Standards Board ('IASB') and interpretations issued by the IFRS Interpretations Committee ("IFRS - IC") or by the former Standing Interpretations Committee ("SIC"), which have been adopted by the European Union on the account publication date.
The accompanying consolidated financial statements were prepared from the accounting books and records of the Company and its subsidiaries, adjusted in the consolidation process, and the financial investments in the respective joint ventures and associates, in the assumption of going concern basis. When preparing the consolidated financial statements, the Group used historic cost as its basis, modified, where applicable, via fair-value measurement, namely regarding the derivative financial instruments.
The Board of Directors assessed the capacity of the Company and its subsidiaries to operate on a going concern basis, based on the entire relevant information, facts and circumstances, of a financial, commercial or other nature, including events subsequent to the financial statements' reference date, as available regarding the future. As a result of the assessment conducted, the Board of Directors concluded that it has adequate resources to keep up its operations, which it does not intend to cease in the short term; therefore, it was considered appropriate to use the going concern basis in preparing the consolidated financial statements.
The preparation of the consolidated financial statements requires the use of estimates, assumptions, and critical judgements in the process of determining accounting policies to be adopted by the Group, with significant impact on the book value of assets and liabilities, as well as on income and expenses for the period. Although these estimates are based on the best experience of the Board of Directors and on its best expectations regarding current and future events and actions, current and future results may differ from these estimates. Areas involving a higher degree of judgement or complexity, or areas with significant assumptions and estimates are disclosed in Note 4.
In addition, for financial reporting purposes, fair-value measurement is categorized in three levels (Level 1, 2 and 3), taking into account, among others, whether the data used are observable in an active market, as well as their meaning in terms of valuing assets / liabilities or disclosing them.
Fair value is the amount for which an asset can be exchanged or a liability can be settled, between knowledgeable and willing parties, in a transaction not involving a relationship between them, regardless whether this price can be directly observable or estimated, using other valuation techniques. When estimating the fair value of an asset or liability, the Group considers the features that market participants would also take into account when valuing the asset or liability on the measurement date.
Assets measured at fair value following initial recognition are grouped into 3 levels according to the possibility of observing their fair value in the market:
Up to the date of approval of these financial statements, the European Union endorsed the following accounting standards, interpretations, amendments, and revisions, mandatorily applied to the financial year beginning on 1 January 2022:
| Standard / Interpretation | Applicable in the European Union in the financial years began on or after |
|
|---|---|---|
| Amendments to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and annual improvements to the 2018-2020 standards |
1-Jan-22 | These amendments correspond to a set of updates to the various standards mentioned, namely: – IFRS 3 - update of the reference to the 2018 conceptual structure; additional requirements for analysing obligations under IAS 37 or IFRIC 21 on the acquisition date; and explicit clarification that contingent assets are not recognized in a business combination. – IAS 16 - prohibition of deducting the cost of a tangible asset from income related to the sale of products before the asset is available for use. – IAS 37 - clarification that the costs of fulfilling a contract correspond to costs directly related to the contract. – Annual improvements 2018-2020 correspond essentially to amendments to standards, IFRS 1, IFRS 9, IFRS 16 and IAS 41. |
The adoption of these standards and interpretations had no relevant impact on the Group's consolidated financial statements.
The following standards, interpretations, amendments, and revisions were endorsed by the European Union and have mandatory application in future years:
| Standard / Interpretation | Applicable in the European Union in the financial years began on or after |
|
|---|---|---|
| IFRS 17 – Insurance contracts; includes amendments to IFRS 17 |
1-Jan-23 | This standard establishes, for insurance contracts within its scope, the principles for their recognition, measurement, presentation and disclosure. This standard replaces IFRS 4 – Insurance Contracts. |
| Amendment to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Definition of accounting estimates |
1-Jan-23 | This amendment changes the definition of accounting estimates and clarifies that changes in estimates as a result of new information do not correspond to errors. |
| Amendment to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 – Disclosure of Accounting Policies |
1-Jan-23 | These amendments establish criteria for the identification and disclosure of material accounting policies. |
| Amendment to IAS 12 Income Taxes: Deferred Taxes related to Assets and Liabilities arising from a Single Transaction |
1-Jan-23 | These amendments establish criteria for deferred tax related to assets and liabilities arising from a single transaction. |
| Amendment to IFRS 17 – Initial application of IFRS 17 and IFRS 9 – Comparative information |
1-Jan-23 | This amendment introduces a transition option regarding the comparative presentation of financial assets in the initial application of IFRS 17, aligning the requirements regarding initial application and comparative information for IFRS 17 and IFRS 9 (classification overlay). |
Despite having been endorsed by the European Union, these amendments were not adopted by the Group in the consolidated financial statements for the period ended 31 December 2022, since their application is not yet mandatory. The future adoption of these amendments is not expected to have a significant impact on the consolidated financial statements.
The following standards, interpretations, amendments and revisions have not yet been endorsed by the European Union at the date of the approval of these consolidated financial statements:
| Standard / Interpretation | Applicable in the European Union for financial years beginning on or after |
|
|---|---|---|
| Amendment to IAS 1 Presentation of Financial Statements - Classification of liabilities as current or non-current and disclosure of non-current liabilities subject to covenants |
1-Jan-24 | This amendment published by IASB clarifies the classification of liabilities as current and non-current, as well as the disclosure criteria for non-current liabilities subject to covenants, analysing the contractual conditions existing at the reporting date. |
| Amendment to IFRS 16 Leases – Lease Liability in a sale and leaseback |
1-Jan-24 | This amendment published by the IASB adds requirements that clarify how sale and leaseback transactions should be accounted for under this standard. |
These standards have not yet been endorsed by the European Union and, as such, the Group did not proceed with the early adoption of any of these standards in the consolidated financial statements for the period ended 31 December 2022, as their application is not mandatory, and is in the process of examining the expected effects of these standards.
The accounting policies adopted in the preparation of the attached consolidated financial statements were consistently applied, in all material aspects, when comparing to the accounting policies used in the preparation of the consolidated financial statements for the period ended 31 December 2021, except for the adoption of new standards effective for periods beginning on or after January 1, 2022, as well as the introduction of new policies that were not applicable to the financial statements as at 31 December 2021.
During the year, there were no voluntary changes in the accounting policies, and no material errors were recognised related to prior years.
The consolidation principles adopted by the Group when preparing its consolidated financial statements include the following:
Investments in subsidiaries are included in the consolidated financial statements using the full consolidation method, corresponding to investments in companies in which the Group has direct or indirect control. The Group considers it has control when it has the power to control the financial and operating policies of the companies, such that it manages to influence, as a result of its involvement, return from activities of the entity held as well as the ability to affect said return (definition of control used by the Group).
The subsidiaries are consolidated from the date on which control is transferred to Greenvolt, being excluded from the consolidation at the date such control ceases. The results of the subsidiaries acquired or sold during the financial year are included in the consolidated income statement from the date of their acquisition or until the date of their sale, respectively.
When the Group owns less than half of the voting rights of an entity, it has power over that entity when it has the capacity to decide unilaterally on relevant activities of such entity. The Group considers all relevant facts and circumstances when assessing whether the voting rights over the entity are sufficient to give itself control, given the existence of exercisable purchase options or that may become exercisable so that the Entity can exercise its power to decide.
The control is re-evaluated whenever there are facts and circumstances indicating changes in the definition of control previously mentioned.
The acquisition cost of subsidiaries is measured by the fair value of the assets delivered, equity instruments issued and liabilities incurred or assumed at the acquisition date. The transaction costs incurred are expensed in the periods in which they are incurred and the services are received, except for costs with the issuance of debt or equity securities, which are recognised in accordance with IAS 32 and IFRS 9.
The equity and net profit of these companies corresponding to third-party shareholding therein are shown separately in the consolidated statement of financial position and in the consolidated income statement under line items "Non-controlling interests". The companies included in the financial statements using the full consolidation method are disclosed in Note 6.
The total comprehensive income is attributed to the owners of the parent company and of the interests they do not control, even if this results in a deficit balance in terms of the interests not controlled by them.
Whenever necessary, adjustments are made to the financial statements of subsidiaries in order to adapt their accounting policies to those used by the Group.
Transactions, balances, cash flows and dividends distributed among Group companies are eliminated on the consolidation process, as well as, unrealized gains on transactions between Group companies. Unrealized losses are also eliminated, when they do not show an impairment of the transferred asset.
Financial investments in joint ventures are investments in entities that are the object of a joint agreement by all or by their holders, with the parties that have joint control of the agreement rights over the entity's net assets. Joint control is obtained by contractual provision and exists only when the associated decisions have to be taken unanimously by the parties that share control.
In situations where the investment or financial interest and the contract concluded between the parties allows the entity to have direct joint control over the rights to hold the asset or obligations inherent in the liabilities related to that agreement, it is
considered that such a joint agreement does not corresponds to a joint venture, but to a jointly controlled operation. As at the reference date of these financial statements, there are no jointly controlled operations.
Financial investments in joint ventures are recorded using the equity method.
In accordance with the equity method, these financial investments are initially recorded at acquisition cost, or at fair value in case the entities are acquired via business combinations processes. Financial investments are subsequently adjusted by the amount corresponding to the Group's participation in the comprehensive income (including net income for the year) of the joint ventures, against other comprehensive income of the Group or of the gains or losses for the year, as applicable.
In addition, the dividends from these companies are recorded as a decrease in the value of the investment, and the proportionate share in changes in equity is recorded as a change in the Group's equity.
The differences between the acquisition price and the fair value of the identifiable assets and liabilities of the joint ventures at the acquisition date, if positive, are recognized as Goodwill and maintained at the value of the financial investment in joint ventures. If these differences are negative, they are recorded as income for the year under the item "Results related to investments", after reconfirmation of the fair value attributed.
Investments in joint ventures are evaluated when there is an indication that the asset might be impaired, as impairment losses are recorded as an expense when shown to exist. When impairment losses recognised in previous financial years no longer exist, are reversed. When the Group's share in joint ventures' accumulated losses exceeds the amount at which the investment is recorded, the investment is reported as nil value, except when the Group has shouldered commitments towards the joint venture. In such cases, a provision is recorded in order to fulfil those obligations.
Unrealised gains in transactions with joint ventures and associates are proportionally eliminated from the Group interest in the associate against the investment in those entities. Unrealised losses are similarly eliminated, but only to the extent there is no evidence of impairment of the transferred asset.
The accounting policies of joint ventures are changed, whenever necessary, in order to make sure they are consistently applied by every Group company.
Investments in joint ventures are disclosed in Note 8.
Financial investments in associate companies are investments in entities over which Greenvolt has significant influence, but does not exercise control. These investments are included in the consolidated financial statements using the equity method.
In accordance with the equity method, these financial holdings are initially recorded for at acquisition cost and subsequently adjusted by the amount corresponding to the Group's participation in the comprehensive income (including the net income for the year) of the associates, against other comprehensive income of the Group or of the gains or loss for the year, as applicable.
224 5. C.F. STATEMENTS AND NOTES
Investments in associate companies are disclosed in Note 8.
Financial investments in other affiliates (companies in which the Group does not have significant influence or control or joint control, normally where it holds less than 20% of the share capital) are recorded at fair value.
The differences between the acquisition price of investments in subsidiaries, plus the value of the non-controlling interests, and the amount attributed to fair value of identifiable assets and liabilities of those companies at their acquisition date, when positive, are recorded as "Goodwill" and, when negative, following a revaluation of their determination, are recorded directly in the income statement.
The differences between the acquisition cost of investments in subsidiaries based abroad and the fair value of identifiable assets and liabilities of those subsidiaries at their acquisition date are recorded in the reporting currency of those subsidiaries, and are converted to the Group's reporting currency (Euro) at the applicable exchange rate on the date of the statement of financial position. The currency exchange differences generated in that conversion are recorded under "Currency translation reserves", included within the equity item "Other reserves and retained earnings". In addition, if there are intragroup loans whose repayment is not required in the near future, the respective exchange rate differences are recognized in equity under "Currency translation reserves", to the extent that they are understood as part of the net investment in the foreign subsidiary.
The Group performs the concentration test to assess whether it is dealing with a purchase of assets or a concentration of business activities. That is, determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the aforementioned criteria is not met, the Group considers the transaction as an acquisition of a group of assets, being recorded as non-financial asset the difference between the net assets acquired and the acquisition cost.
The differences between the acquisition price of financial investments in joint ventures and the amount attributed to the fair value of the identifiable assets and liabilities of those companies at the date of their acquisition, when positive, are maintained under "Investments in joint ventures" and, when negative, after a reconfirmation of the fair value attributed, are recorded directly in the income statement, under the caption "Results related to investments".
The Group, on a transaction-by-transaction basis (for each business combination), chooses to measure any non-controlling interest in the acquired company either at fair value or in the proportional part of non-controlling interests in the acquired company's identifiable net assets.
The amount of future contingent payments is recognised as a liability when business combination occurs according to its fair value and afterwards adjusted at fair value through profit and loss. Any change to the initially recognised amount is recorded against the amount of "Goodwill", but only if this occurs within the measuring period (12 months after the acquisition date) and if this is related to facts and circumstances that existed on the acquisition date. Otherwise, it has to be recorded against the income statement, unless said contingent payment is classified as equity, in which case it should not be remeasured, and only at the time of the settlement thereof will the impact on equity be recognised.
Transactions involving the purchase or sale of interests in entities already controlled, without this resulting in a loss of control, are treated as transactions between holders of capital affecting only the equity line items, without impacting the line item "Goodwill" or the income statement.
The Group annually tests for the existence of Goodwill impairment. The recoverable amounts of the cash flow-generating units are determined based on the calculation of values in use. These calculations require the use of assumptions that are based on estimates of future circumstances whose occurrence could be different from the estimate. Goodwill impairment losses cannot be reversed.
When a business combination is achieved in stages, the fair value on the previous acquisition date of interests held is remeasured to fair value on the date when control is gained, against the results of the period when control is achieved, thus affecting the determining of Goodwill or purchase price allocation. At the time when a sales transaction generates a loss of control, that entity's assets and liabilities have to be derecognised, and any interest withheld at the disposed entity shall be remeasured at fair value, and any loss or gain resulting from this disposal is recorded in the income statement.
The assets and liabilities in the financial statements of foreign entities included in the consolidation are converted to Euro using the exchange rates at the date of the statement of financial position and the expenses, revenues and cash flows are converted to Euro using the weighted average exchange rate occurring in the financial year. The resulting exchange difference is recorded under the "Currency translation reserves" included in the equity item "Other reserves".
The Goodwill amount and fair-value adjustments resulting from the acquisition of foreign entities are treated as assets and liabilities of that entity and transposed to Euro according to the applicable exchange rate at the end of the financial year.
The exchange rates used in converting balances and transactions in foreign currency to Euro, with reference to 31 December 2022 and 2021, were as follows:
| 31.12.2022 | 31.12.2021 | ||||
|---|---|---|---|---|---|
| End of the financial year |
Average of the financial year |
End of the financial year |
Average of the financial year (*) |
||
| Pound Sterling (GBP) | 0.8872 | 0.8527 | 0.8401 | 0.8516 | |
| Polish Zloty (PLN) | 4.6843 | 4.6856 | 4.5962 | 4.5917 |
(*) Average of the period included in the financial statements, i.e., since the acquisition date.
Property, plant and equipment are recorded at acquisition cost, net of the corresponding depreciation as well as accumulated impairment losses.
The acquisition cost includes the asset's purchase price, expenses directly attributable to its acquisition and charges with the preparation of the asset so that it can be readied for proper use. Borrowing costs incurred with the construction of qualifiable tangible assets are recognised as part of the asset's construction cost.
After the date when the assets are available for use, amortisation is calculated using the straight-line method in accordance with the estimated useful life period for each group of assets.
In the case of projects in a development stage, costs are capitalised only when it is probable that the project will be effectively built, and it is probable that future economic benefits will flow to the Group. If there are changes in the regulatory framework or other circumstances that modify the expected completion of the project, the assets are derecognised and the respective impacts on expenses for the year are recognised.
The cost of self-constructed assets includes the cost of materials and direct labour, as well as any other costs directly attributable to developing the asset until its condition for use or sale.
Costs related to prospecting and attracting new business are recorded as an expense in the period in which they occur.
In the case of property, plant and equipment related to biomass plants, the useful life period used corresponds to the operating license period as described in Note 1.
For the remaining assets, the depreciation rates used are as follows:
| Anos | |
|---|---|
| Terrenos e edifícios | 20 |
| Equipamento básico | 4 – 24 |
| Equipamento de transporte | 5 – 6 |
| Equipamento administrativo | 3 – 8 |
| Outros ativos fixos tangíveis | 4 – 10 |
Maintenance and repair expenses that do not increase the assets' useful life or result in significant upgrades or improvements to components of property, plant and equipment are recorded as an expense in the financial year when they are incurred.
In the case of scheduled periodic maintenance, some of which are required by regulation, the costs of such operations are recorded as assets and depreciated during the estimated period until the next periodic maintenance.
Property, plant and equipment in progress represent fixed assets still under construction, and are recorded at acquisition cost net of any impairment losses. These fixed assets are amortised from the moment when they are available for use and under the necessary operating conditions, as intended by management.
Internal expenses associated with project development are recorded as costs in the income statement when incurred, except when such costs are directly associated with projects from which is likely to result future economic benefits for the Group. In such cases, the expenses are capitalised as property, plant and equipment.
Considering the substance of the transaction, land perpetual surface rights acquired are considered to be land.
Gains or losses resulting from the sale or write-off of the tangible fixed asset are determined as the difference between the sales price and the net book value on the disposal or write-off date, being recorded in the income statement under the line items "Other income" or "Other expenses."
The Group assesses the assets' impairment whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount and, at least, annually, being the impairment recognised in the income statement (when applicable).
Intangible assets are recorded at acquisition cost, net of amortization and accumulated impairment losses. Intangible assets are recognised only if they are likely to result in future economic benefits for the Group, if they can be controlled by the Group, and if their value can be reasonably measured.
When acquired individually, intangible assets are recognised at cost, comprising: i) the purchase price, including costs with intellectual rights and fees after any discounts are deducted; and ii) any cost directly attributable to preparing the asset for its intended use.
When acquired in a business combination, and recognised separately from goodwill, intangible assets are initially recognised at their fair value at the acquisition date (which is considered as cost), determined under the application of the acquisition method, as foreseen in the IFRS 3 Business Combinations. After initial recognition, intangible assets acquired in a business combination are recorded at their cost less accumulated amortisation and impairment losses, on the same basis as intangible assets acquired separately.
228 5. C.F. STATEMENTS AND NOTES
Considering that the IFRS-EU does not specifically and consistently address the accounting treatment to be given to variable future payments associated with the acquisition of assets, in situations where there are variable future payments to be supported as a result of the acquisition of assets outside the scope of business combinations, or that have been treated as acquisition of assets, Greenvolt recognises the expected value of such future payments at their discounted value, in relation to the fulfilment, by third parties, of relevant milestones in projects in the segment Development – Solar and Wind Energy. Such payments are recognised as a liability under "Other payables" against the book value of the corresponding assets.
Development expenses for which the Group is shown as being able to complete its development and begin its sell and/or use and relative to which the created asset is likely to generate future economic benefits, are capitalized. Development expenses that do not meet these criteria are recorded as cost in the period when incurred.
Internal expenses associated with software maintenance and development are recorded as costs in the income statement when incurred, except when said costs are directly associated with projects for which future economic benefits are likely to be generated for the Group. In such situations, costs are capitalised as intangible assets. These costs include expenses with employees directly assigned to the projects.
After the assets are available for use, amortization is calculated using the straight-line method in accordance with the estimated useful life period.
When the estimated useful life is indefinite, namely in case of grid connection licenses, the intangible assets are not amortised but are subject to annual impairment tests.
At the start of every agreement, the Group assesses whether the agreement is, or contains, a lease. That is, whether the right of use of a specific asset or assets is being transferred for a certain period of time in exchange for a payment.
The Group applies the same recognition and measurement method to every lease, except for short-term leases and leases associated with low-value assets. The Group recognises a liability related to lease payments and an asset identified as a right of use of the underlying asset.
At the lease start date (that is, the date from which the asset is available for use), the Group recognises an asset related to the right of use. "Right-of-use assets" are measured at cost, net of depreciation and accumulated impairment losses, adjusted by the remeasuring of the lease liability. The cost comprises the initial value of the lease liability adjusted for any lease payments made on or prior to the start date, on top of any initial direct costs incurred, as well as a cost estimate for dismantling and removing the underlying asset (if applicable), net of any incentive granted (if applicable).
The right-of-use asset is depreciated in twelfths, using the straight-line depreciation method, based on the lease term.
If the ownership of the asset is transferred to the Group at the end of the lease period, or the cost includes a purchase option, depreciation is calculated taking into account the asset's estimated useful life.
Right-of-use assets are also subject to impairment losses.
At the lease start date, the Group recognises a liability measured at the present value of the lease payments to be made throughout the agreement. Lease payments included in measuring the lease liability include fixed payments, net of any incentives already received (where applicable) and variable payments associated with an index or rate. Where applicable, payments also include the cost of exercising a purchase option, which shall be exercised by the Group with reasonable certainty, and payments of penalties for ending the agreement, if the lease terms reflect the Group's exercising option.
The lease liability is measured at amortised cost, using the effective interest method, being remeasured when changes occur to future payments derived from a change to the rate or index, as well as possible modifications to the lease agreements.
Variable payments not associated with any indices or rates are recognised as an expense during the financial year, in the financial year when the event or condition leading to the payment occurs.
Since the interest rate implicit in the agreement cannot be readily determined, the Group uses the incremental interest rate at the lease start date to calculate the present value of future lease payments. This rate is determined by observing market data for compound bond interest rate curves with reference to the contract's start date, for maturities similar to the term of the lease. After that date, the lease liability amount is increased by adding interest and reduced by lease payments made. In addition, the amount is remeasured in the event of a change in the terms of the agreement, the in lease amounts (e.g., changes in future payments caused by a change to an index or rate used in determining said payments) or a change in the assessment of a purchase option associated with the underlying asset.
The Group derecognises a financial liability (or a part of a financial liability) from its statement of financial position when, and only when, the obligation specified in the contract is discharged or cancelled or expired. An exchange between an existing borrower and lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability, or a part of it, is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or
transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the income statement.
The Group applies the recognition exemption to its assets' short-term leases (i.e., leases lasting up to 12 months and not containing a purchase option). The Group also applies the recognition exemption to leases of assets deemed to be of low value. Payments of short-term and low-value leases are recognised as an expense in the financial year, throughout the lease period.
The Group's assets impairment is assessed on the date of every statement of financial position and whenever there is an event or change in circumstances indicating that the amount for which the asset is recorded might not be recoverable.
Whenever the amount for which the asset is recorded is higher than its recoverable amount, an impairment loss is recognised and recorded in the income statement under the line item "Impairment losses in non-current assets".
The recoverable amount is determined as the higher of its net sales price, deducted from costs to sell, and its value in use. The net sales price is the amount that would be obtained from the asset's disposal, in a transaction between independent knowledgeable entities, net of the costs directly attributable to the disposal. The value in use is the present value of estimated future cash flows that are expected to be obtained from the continuous use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated individually for each asset or, if not possible, for the cash-generating unit to which the asset belongs.
The reversal of impairment losses recognised in previous financial years is recorded when it is concluded that previously recognised impairment losses no longer exist or have decreased. The reversal of impairment losses is recognised in the income statement under the line item "Impairment reversals in non-current assets". This reversal is made to the extent that the new carrying amount does not exceed the carrying amount that would have been determined, net of amortization or depreciation, if no impairment charge had been recognised.
Financial expenses related to loans are generally recognised as an expense in the income statement on an accrual basis.
Financial expenses on loans directly related to the acquisition, construction or production of property, plant and equipment are capitalised as part of the cost of the asset. The capitalisation of these expenses begins after the start of preparation of the construction or development activities of the asset and is interrupted when those assets are available for use or at the end of the construction of the asset or when the project in question is suspended.
Operating grants, namely related to personnel training programs, are recorded in the income statement in the same period the related costs are incurred, regardless of the period when the grants are received.
Financial incentives received for funding property, plant and equipment are recorded in the statement of financial position as "Other current liabilities" and "Other non-current liabilities", regarding short-term and medium/long-term instalments, respectively, and recognised in the income statement proportionally to the amortization of the subsidised property, plant and equipment.
The goods and raw materials, subsidiaries and consumables are valued at average acquisition cost, net of quantity discounts granted by suppliers, which is lower than the corresponding market value.
The Group proceeds to record the corresponding impairment losses in order to reduce, where applicable, inventories at their net realisable value or market price.
Financial assets and liabilities are recognised in the Group's consolidated statement of financial position when it becomes part of the instrument's contractual provisions.
Financial assets and liabilities are initially measured at their fair value. Transaction costs directly attributable to the acquisition or issue of financial assets and liabilities (which are not financial assets and liabilities measured at fair value through income statement) are added to or deducted from the fair value of the financial asset and liability, as appropriate, in the initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or liabilities recognised at fair value through the income statement are recognised immediately in the consolidated income statement.
All purchases and sales of financial assets are recognised on the date of signature of the respective purchase and sale contracts, regardless of the date of their financial settlement. All recognised financial assets are subsequently measured at amortised cost or at their fair value, depending on the business model adopted by the Group and the characteristics of its contractual cash flows.
Fixed income debt instruments and receivables that meet the following conditions are subsequently measured at amortised cost:
The effective interest rate method is a method of calculating the amortised cost of a financial instrument and of allocating the corresponding interest during its life.
For financial assets that are not acquired or originated with impairment (i.e. assets impaired on initial recognition), the effective interest rate is the rate that accurately discounts the estimated future cash flows (including fees and commissions paid or received that are an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the instrument in its gross carrying amount at the date of its initial recognition.
The amortised cost of a financial asset is the amount by which it is measured on initial recognition net of principal repayments plus the accumulated amortization, using the
effective interest rate method, of any difference between that initial amount and the amount of its repayment, adjusted for any impairment losses.
Interest-related revenue is recognised in the consolidated income statement under the line item "Financial income", using the effective interest rate method, for financial assets subsequently recorded at amortised cost or at fair value through profit or loss. Interest revenue is calculated by applying the effective interest rate to the financial asset's gross carrying amount.
Debt instruments and receivables that meet the following conditions are subsequently measured at fair value through other comprehensive income:
In the initial recognition, the Group can make an irrevocable choice (on a financial instrument- by-financial-instrument basis) to state certain investments under equity instruments (shares) at fair value through other comprehensive income when these fulfil the definition of capital provided for under IAS 32 Financial instruments: Presentation and not held for trading. Classification is determined on an instrument-by-instrument basis.
The fair-value designation through other comprehensive income is not permitted if the investment is held for trading purposes or when resulting from a contingent consideration recognised as part of a business combination.
A capital instrument is held for trading if:
Investments in equity instruments recognised at fair value through other comprehensive income are initially measured at their fair value plus transaction expenses. Subsequently, they are measured at their fair value with gains and losses arising from their change, as recognised under other comprehensive income. At the time of its disposal, the accumulated gain or loss generated with these financial instruments is not reclassified to the consolidated income statement, but, rather, merely transferred to "Retained earnings", included in the equity line item "Other reserves and retained earnings".
Dividends associated with investments in equity instruments recognised at fair value through other comprehensive income are recognised in the consolidated income statement when they are attributed / resolved on, unless the same clearly represent a recovery on the part of the investment cost. Dividends are recorded in the consolidated income statement under the line item "Financial income".
In the first application of IFRS 9, the Group designated investments in equity instruments that were not held for trading as stated at fair value through profit or loss.
Financial assets that do not meet the criteria for being measured at amortised cost or at fair value through other comprehensive income are measured at fair value through profit or loss. These assets include financial assets held for trading, financial assets designated at the time of initial recognition as measured at fair value through profit or loss, or financial assets that are mandatorily measured at fair value.
Financial assets recorded at fair value through the income statement are measured at fair value obtained at the end of each reporting period. The corresponding gains or losses are recognised in the consolidated income statement, except if they are part of a hedging relationship.
The Group recognises expected impairment losses for debt instruments measured at amortised cost or at fair value through other comprehensive income, as well as for trade receivables, other receivables, and assets associated with contracts with customers. Impairment loss of these assets is recorded according to the expected impairment losses ("expected credit losses") of those financial assets. The loss amount is recognised in the income statement of the financial year when this situation occurs.
The expected impairment loss amount for the aforementioned financial assets is updated on every reporting date in order to reflect the credit risk changes occurred since the initial recognition of the corresponding financial assets.
Expected impairment losses for financial assets measured at amortised cost (trade receivables and other debts from third parties and assets associated with contracts with customers) are estimated taking into account the specificities of each business, the historical knowledge of each client, as well as from estimated future macroeconomic conditions.
According to the expected simplified approach, the Group recognizes the expected impairment losses for the economic life of trade receivables and other debts from third parties ("lifetime"). Expected losses on these financial assets are estimated using an impairment matrix based on the Group's historical experience of impairment losses, affected by specific prospective factors related to debtors' expected credit risk, by the evolving general economic conditions and by an evaluation of current and projected circumstances on the financial reporting date, when relevant.
Measuring expected impairment losses reflects the estimated probability of default, the probability of loss due to such default (i.e., the magnitude of loss in the event of default) and the Group's actual exposure to such default, which may vary by geography and business segment. The Group considers, on average, 90 days after the maturity date as "default".
Assessment of the probability of default and of loss due to such default is based on existing historical information, adjusted for future estimated information as described above.
For financial assets, exposure to default is shown as the assets' gross book value on each reporting date. For financial assets, expected impairment loss is estimated as the difference between every contractual cash flow owed to the Group, as agreed upon between the parties, and the cash flows the Group expects to receive, discounted at the original effective interest rate.
The Group recognizes gains and losses regarding impairments in the income statement for every financial instrument, with the corresponding adjustments to their book value via the line item of accumulated impairment losses in the statement of financial position.
Taking into consideration the business model of the Group, irrecoverable debts have been almost non-existent.
The Group maintains impairments recognised in previous financial years as a result of specific past events and based on specific balances examined on a case-by-case basis.
The amounts presented in the statement of financial position are net of accumulated impairment losses for bad debts that were estimated by the Group; therefore, they are at their fair value.
For every other situation and nature of balances receivable, the Group applies the general impairment model approach. On every reporting date, it assesses whether there was a significant increase in credit risk from the asset's initial recognition date. If credit risk did not increase, the Group calculates an impairment corresponding to the amount equivalent to expected losses within a 12-month period. If credit risk did increase, the Group calculates an impairment corresponding to the amount equivalent to expected losses for every contractual cash flow up to the asset's maturity. The credit risk is assessed in accordance with the loans disclosed in the credit risk management policies.
The Group derecognises a financial asset only when the asset's contractual cash-flow rights expire, or when transferring the financial asset and substantially every risk and benefit associated with its ownership to another entity. When substantially every risk and benefit arising from ownership of an asset is neither transferred nor retained, or control over the asset is not transferred, the Group keeps on recognising the transferred asset to the extent of its continued involvement. In this case, the Group also recognises the corresponding liability, the transferred asset and corresponding liability are measured on a basis that reflects the rights and obligations retained by the Group. If the Group retains
substantially every risk and benefit associated with ownership of a transferred financial asset, the Group keeps on recognising said asset; in addition, it recognises a loan for the amount received in the meantime.
In derecognising a financial asset measured at amortised cost, the difference between the carrying amount and the sum of the retribution received and to be received is recognised in the consolidated income statement.
On the other hand, when derecognising a financial asset represented by a capital instrument recorded at fair value through other comprehensive income, the accumulated gain or loss in the revaluation reserve is reclassified to the consolidated income statement.
However, in derecognising a financial asset represented by a capital instrument irrevocably designated in the initial recognition as recorded at fair value through other comprehensive income, the accumulated gain or loss in the revaluation reserve is not reclassified to the consolidated income statement, but, rather, transferred to the line item "Retained earnings".
Financial liabilities and equity instruments are classified as liability or as equity according to the transaction's contractual substance.
The Group considers equity instruments to be those where the transaction's contractual support shows that the Group holds a residual interest in a set of assets after deducting a set of liabilities.
The equity instruments issued by the Group are recognised by the amount received, net of costs directly attributable to their issue.
Supplementary capital is considered to be an equity instrument as it bears no interest, has no defined maturity and may only be reimbursed by the company and favourable approval by the shareholders and within legal constraints.
Whenever the ownership of supplementary capital is transferred to the Group, such transfer is recorded as a repurchase of equity instruments and is recorded in the caption "Other reserves" within Equity.
The repurchase of equity instruments issued by the Group (own shares) is accounted for at its acquisition cost as a deduction from equity. Gains or losses inherent to disposal of own shares are recorded under the line item "Other reserves".
Financial liabilities
After initial recognition, every financial liability is subsequently measured at amortised cost or at fair value through profit or loss.
(i) Financial liabilities subsequently measured at fair value
Financial liabilities are recorded at fair value through profit or loss when:
A financial liability is classified as held for trading if:
Financial liabilities recorded at fair value through profit or loss are measured at their fair value with the corresponding gains or losses arising from their variation, as recognised in the consolidated income statement, except if assigned to hedging transactions.
Financial liabilities not designated for being recorded at fair value through profit or loss are subsequently measured at amortised cost using the effective interest rate method.
The effective interest rate method is a method of calculating the amortised cost of a financial liability and of allocating the corresponding interest during its life.
The effective interest rate is the rate that accurately discounts the estimated future cash flows (including fees and commissions paid or received that are an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the instrument in its gross carrying amount at the date of its initial recognition.
Loans in the form of commercial paper issues are categorised as non-current liabilities when they are guaranteed to be placed for at least one year, and the Group's Board of Directors intends to use this source of funding also for at least one year.
The other financial liabilities basically refer to lease liabilities, which are initially recorded at their fair value. Following their initial recognition, these financial liabilities are measured at amortised cost, using the effective interest rate method.
The Group derecognises financial liabilities when, and only when, the Group's obligations are settled, cancelled or have expired.
The difference between the derecognised financial liability's carrying amount and the consideration paid or payable is recognised in the consolidated income statement.
When the Group and a given creditor exchange a debt instrument for another containing substantially different terms, said exchange is accounted for as an extinction of the original financial liability and the recognition of a new financial liability.
Likewise, the Group accounts for substantial modifications to the terms of an existing liability, or to a part thereof, as an extinction of the original financial liability and the recognition of a new financial liability.
If the modification is not substantial, the difference between: (i) the liability's carrying amount prior to modification; and (ii) the present value of future cash flows after modification is recognised in the consolidated income statement as a modification gain or loss.
Financial assets and financial liabilities are offset and the corresponding net amount is shown under the consolidated statement of financial position if there is a present right of mandatory fulfilment to offset the recognised amounts and with the intention of either settling on a net basis or realising the asset and simultaneously settling the liability.
Greenvolt Group uses derivative instruments in managing its financial risks as a way to ensure hedging against said risks. Derivative instruments are not used for trading purposes.
The derivative instruments used by the Group and defined as cash-flow hedging instruments concern interest rate hedging instruments for interest rate fluctuation, as well as hedging of inflation rate.
Risk is hedged in its entirety, thus not giving rise to the hedging of risk components. For said risks, no single objective hedging amount is set.
The derivative financial instruments used for economic risk hedging purposes can be classified in the accounts as hedging instruments, provided they cumulatively meet the following conditions:
Whenever expectations of evolving interest rates so justify, the Group seeks to contract protection transactions against unfavourable operations, using derivative instruments, such as, among others, interest rate swaps (IRS) and interest rate collars.
Selecting hedging instruments to be used basically states their features in terms of economic risks they seek to hedge. Also considered are the implications of including each additional instrument in existing derivative portfolio, namely effects in terms of volatility of results.
In the case of variable interest rate hedging instruments, the indexes, the calculation conventions, the interest rate reset dates and the repayment schedules for the interest rate hedging instruments are in all respects identical to the conditions established for the underlying loans contracted, so they set up perfect hedging relationships.
In the case of inflation rate hedging instruments, the Group only considers specific transactions in which the price variation is indexed to inflation.
The hedging instrument is contracted based on the best estimate of the associated future transactions and in order to minimize the sources of inefficiency arising from the fact that cash flows do not occur at the same time and from the fact that transaction values are subject to inflation variation be variable. Similarly to the interest rate setting instruments, Greenvolt contracts an index similar to the one used to update the price of the hedged transaction.
Hedging instruments are recorded at their fair value.
Fair value of these financial instruments is determined by third entities and validated by using IT systems for stating derivative instruments. In the case of swaps, this was based on updating, for the date of the statement of financial position, the future cash flows of the derivative instrument's fixed leg and variable leg.
Accounting for the hedging of derivative instruments is discontinued when the instrument matures or is sold, or when the future transaction is no longer highly probable.
In situations where the derivative instrument is no longer qualified as a hedging instrument, the fair value differences accumulated up to that point, which are recorded in equity under the line item "Hedging reserves", are transferred to results for the period, or added to the asset's book value to which the transactions subject to hedging gave rise, and subsequent revaluations are recorded directly under the line items of the income statement. In the case of highly probable future transaction hedges, the accumulated amount in Other comprehensive income should remain if future hedged cash flows are expected to still occur. Otherwise, the accumulated amount is immediately reclassified to the income statement as a reclassification adjustment. After the interruption, as soon as the hedged cash flows occur, any accumulated amount remaining in equity under "Hedging reserves" must be accounted for in accordance with the nature of the underlying transaction.
Provisions are recognised when, and only when, the Group has a present (legal or constructive) obligation resulting from a past event, it is likely that, to resolve this obligation, an outflow of resources occurs and the obligation amount can be reasonably estimated. Provisions are reviewed on the date of each statement of financial position and adjusted to reflect the best estimate on that date.
Provisions for restructuring expenses are recognised by the Group whenever a formal and detailed restructuring plan exists and has been communicated to the parties involved.
The Group records provisions for these purposes when there is a legal, contractual or constructive obligation at the end of the assets' useful life. Consequently, provisions of this nature have been included at power plants in order to address the corresponding liabilities regarding expenses with restoring sites and land to its original conditions. These provisions are calculated based on the present value of the corresponding future liabilities. They are recorded against an increase in the respective property, plant and equipment, being amortized on a straight-line basis for the average expected useful life of these assets.
On an annual basis, provisions are subject to review in accordance with the estimate of the corresponding future liabilities. The provision's financial update, in reference to the end of each period, is recognised under the income statement.
Environmental expenditures are recognised as expenses in the period in which they are incurred, unless they meet the necessary criteria for being recognised as an asset.
The amounts included under the line item "Cash and cash equivalents" correspond to cash amounts, bank deposits, term deposits, and other treasury applications, maturing in less than three months, and are subject to insignificant risk of change in value.
In terms of statement of cash-flows, the line item "Cash and cash equivalents" also comprises bank overdrafts included under the current liability line item "Bank loans".
The statement of cash flows is prepared according to IAS 7, using the direct method.
The statement of cash flows is categorised under operating (which include receipts from customers, payments to suppliers, payments to personnel and others related to operating activities), financing (which include payments and receipts related to borrowings, lease liabilities and dividend payments) and investment activities (which include acquisitions and disposals of investments in subsidiaries and receipts and payments arising from the purchase and sale of property, plant and equipment).
Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not fully under the control of the Group.
Contingent assets are not recognised in the Group's financial statements being disclosed only when a future economic benefit is likely to occur.
Contingent liabilities are defined by the Group as: (i) possible obligations arising from past events, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not under full control of the Group, or (ii) present obligations arising from past events but that are not recognised because it is unlikely that a cash flow affecting economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the Group's financial statements and are disclosed unless the possibility of a cash outflow affecting future economic benefits is remote, in which case they are not disclosed at all.
Income tax for the financial year is calculated based on the taxable results of the companies included in the consolidation and considers deferred taxation.
With reference to the fiscal year 2022, Greenvolt is taxed under the special group taxation regime ("RETGS"), being the parent company of the tax group that also comprises the following companies: Ródão Power - Energia e Biomassa do Ródão, S.A.; Sociedade Bioelétrica do Mondego, S.A.; Comunidades de Energia, S.A. (formerly known as Energia Unida, S.A.); and Sociedade de Energia Solar do Alto Tejo (SESAT), Lda. For the period ended December 31, 2021, there is no tax group in place.
Deferred taxes are calculated using the statement of financial position liability method and reflect the temporary differences between the amount of assets and liabilities for accounting reporting purposes and the respective amounts for tax purposes. Deferred tax assets and liabilities are calculated and annually assessed using the tax rates in force or substantially in force at the expected date of the reversal of temporary differences.
The measurement of deferred tax assets and liabilities:
• It is conducted in accordance with the expected rates to be applied in the period the asset is realized or the liability settled, based on the tax rates approved on the date of the statement of financial position; and
• Reflects the tax consequences arising from the way the Group expects, on the date of the statement of financial position, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets are recognised only when there are reasonable expectations of sufficient future tax profits for their use, or in situations where there are taxable temporary differences that offset the temporary differences deductible in the period of their reversal. At the end of each period, a review is made of these deferred taxes, which are reduced whenever their future use is no longer likely.
Deferred tax liabilities are recognised for every taxable temporary difference.
Deferred taxes are not recognised in respect to temporary differences associated with investments in associated companies, since the following conditions are simultaneously considered to be met:
The offset between deferred tax assets and deferred tax liabilities is carried out at the level of each subsidiary, with the consolidated balance sheet reflecting in its assets the sum of the amounts of the subsidiaries that have deferred tax assets and in its liabilities the sum of the amounts of the subsidiaries that have deferred tax liabilities.
In accordance with IAS 12, the Group presents the deferred tax assets and liabilities on a net basis, whenever:
Deferred taxes are recorded as expenses or income for the financial year, except if they result from amounts recorded directly in equity, in which case the deferred tax is also recorded under the same line item.
Law no. 83-C/2013 of the 2014 State Budget ("State Budget Law 2014"), approved by the Portuguese Government on 31 December 2013, introduced an extraordinary contribution applicable to the energy sector (CESE), with the objective of financing mechanisms that promote the systemic sustainability of the energy sector, through the constitution of a
fund that aims to contribute to the reduction of tariff debt and to finance social and environmental policies in the energy sector. This contribution is generally concentrated on economic operators that carry out the following activities: (i) generation, transport or distribution of electricity; (ii) transportation, distribution, storage or wholesale supply of natural gas; and (iii) refining, treatment, storage, transportation, distribution and wholesale supply of oil and oil products.
CESE is calculated based on the companies' net assets as at January 1 of each year, which comply, cumulatively, to: (i) property, plant and equipment; (ii) intangible assets, except industrial property elements; and (iii) financial assets assigned to concessions or licensed activities. In the case of regulated activities, CESE focuses on the value of regulated assets if it is higher than the value of those assets.
The CESE regime was successively extended and became valid for 2020 and 2021 through Law no. 71/2018 of 31 December and Law. no. 75-B/2020 of 31 December, respectively. The Portuguese Government has extended CESE to renewable energies. The general rate is 0.85%, which is applied to the value of the net assets allocated to the activity (of each power plant), with reference to January 1 of the respective year.
For the fiscal year ended 31 December 2021 and 2020, the biomass plants whose power is less than 20 MW are exempt from CESE payments, which is why no tax has been determined or recorded for the plants whose exemption is applicable.
The annual expense related to CESE is recognized as a liability and recorded as a cost in the income statement under the line item "Energy sector extraordinary contribution", as at January 1 in accordance with IFRIC 21 - Levies.
Revenue is measured in accordance with the retribution specified in the agreements established with customers and excludes any third-party amount received. The Group recognizes revenue when it transfers control over a given asset or service to the customer.
The Group's sources of revenue per segment can be detailed as follows:
(ii) Development (solar and wind energy):
Revenue associated with energy sales is measured at the fair value of the consideration received or receivable, net of value added taxes, rebates and discounts. Energy sales are treated as a single performance obligation and revenue is recognised when control is transferred to the customer, usually with the delivery of the goods. The selling price is fixed in Portugal, while in the United Kingdom there are components of the revenue that are subject to estimates.
Regarding the assets in operation in the utility scale segment, there may be sales of green certificates in addition to the sale of energy. In this case, the performance obligation is deemed to become effective when the sale to the customer takes place, i.e. when control of the certificate is transferred to the customer.
Revenue from services rendered is recognised in accordance with IFRS 15, considering that the customer simultaneously receives and consumes the benefits generated by the Group.
IFRS 15 sets forth that an entity recognizes revenue in order to reflect the transfer of goods and services contracted by customers, in the retribution amount to which the entity expects to be entitled to receive as consideration for delivery of said goods or services, based on the following 5-step model: (i) contract identification with a client; (ii) performance obligation identification; (iii) pricing of the transaction; (iv) allocation of the transaction price to the performance obligation; and (v) recognition of the revenue when or as the entity meets a performance obligation.
Revenue is recognised net of bonuses, discounts and taxes (example: commercial discounts and quantity discounts), and refers to the consideration received or receivable of the goods and services sold in line with the Group's aforementioned types of business.
Regarding the distributed generation segment, the company recognizes the revenue and costs of works in progress in accordance with the percentage of completion method, which is understood as the ratio between costs incurred on each contract up to the balance sheet date and the sum of these costs with the estimated costs to complete the work. The evaluation of the percentage of completion of each contract is periodically reviewed taking into consideration the most recent production indicators.
The Group considers the facts and circumstances when analysing the terms of each contract with clients, applying the requirements that determine the recognition and measurement of revenue in a harmonized way, when dealing with contracts with similar characteristics and circumstances.
The sources of revenue in the utility-scale segment include the sale of solar and wind power projects, in the RTB and COD phase.
IFRS 15 establishes that an entity should recognise revenue to reflect the transfer of goods and services contracted by customers, in the amount that corresponds to the consideration that the entity expects to be entitled to receive in return for delivering those goods or services. It is understood that the control of the good or service is transferred over time, and revenue should also be recognised over time in cases where, inter alia, the performance by the entity does not create an asset with alternative use, which arises from contractual commitments, and the entity is entitled to payment for performance satisfied at a certain point in time. Therefore, in cases where, cumulatively, there is a contractual restriction so that the asset does not have an alternative use when it is created and the entity has the right to execute the payment of the performance obligation associated with the contract with the customer, Greenvolt recognises revenue over time. Whenever two parties in a contract are discussing a contractual modification, such as a price adjustment or a change in the scope of the contract, the Group estimates, according to the best information available at the reporting date, the impact on the transaction price, even if the parties have not formally agreed to it.
In the course of its business, the Group signs power purchase agreements with its customers (VPPAs). In these contracts, if the market price of electricity is higher than the price contractually agreed with the customer, the Company (producer) pays the customer the difference, and the customer pays the Company the difference where the market price is lower than the price contractually agreed. Therefore, the Group classifies these contracts as a derivative instrument in accordance with IFRS 9, which are recognised at fair value through valuation techniques performed by an independent specialist, with any variations being recognised in the income statement.
At initial recognition, the instrument is recognised at its fair value, which is generally equal to the transaction price. When this is not the case, and when the fair value is determined based on valuation models, whose main inputs are not observable in the market, the instrument is initially recognised at the transaction price, through model calibration, and the difference between the fair value and the transaction price is recognised in the consolidated income statement over the contract period.
In the distributed segment (B2B), the Group enters into certain contracts with third parties for the promotion (sale) of services. These third parties act as sales agents and are remunerated through sales commissions. The Group recognises as an asset the incremental costs of obtaining contracts with customers if the entity expects to recover these costs over the respective contracts. The costs that an entity incurs to obtain a contract with a customer are considered incremental costs when it is clear that the entity would not incur these costs if the contract had not been obtained (e.g. sales commissions).
Therefore, the Group understands that the incremental costs to obtain a contract are eligible for capitalisation, recording an asset under the line item "Other current assets", being subsequently recognised in the income statement until the final installation of the solar panels, which is estimated to take place within three months.
A customer agreement asset is a right to receive a retribution in exchange for goods or services transferred to the customer. If the Group delivers the goods or provides the services to a customer before the customer pays the retribution or prior to the retribution falling due, the contractual asset corresponds to the conditional retribution amount.
A receivable represents the Group's unconditional right (that is, it only depends on the passage of time until the retribution falls due) to receive the retribution.
A customer agreement liability is the obligation to transfer goods or services for which the Group has received (or is entitled to receive) a retribution from a customer. If the customer pays the retribution before the Group transfers the goods or services, a contractual liability is recorded when payment is made or when it falls due (whichever happens first). Contractual liabilities are recognised as revenue when the Group fulfils its contractual performance obligations.
The Group's financial results include interest costs on borrowings, interest income on funds invested, gains and losses arising from exchange rate differences, and changes in the fair value of derivative financial instruments related to the Group's financing activity.
Considering the accounting model provided by IFRS 16, the financial results also include the interest costs ("unwinding") calculated on the lease liabilities (rents due from lease contracts).
Greenvolt attributed performance bonuses to some employees, whose value is indexed to the evolution of the shares price. The exercise date of the option to realise the bonus may be determined at the discretion of the employee after two to three years from its attribution (varying according to the date of entry of the employee in the Group), up to a maximum of 50%, and the remainder may be exercised at the discretion of the employee after the third or fourth year of attribution. There are also cases in which the date of exercise of the option by the employee is fixed, and must occur in the year 2026.
The settlement of such amount is made in cash, whereby the value of these liabilities is determined on the grant date and subsequently updated, at the end of each reporting period, based on the number of shares, in a total of 7,000,000 shares, and their fair value at the reporting date, which is determined by Bloomberg, using the Black-Scholes model. The associated liability is recognised as personnel costs proportionally to the time elapsed between these dates, with the unpaid amount being recognised as "Other current liabilities" or "Other non-current liabilities" depending on the option exercise date.
Greenvolt - Energias Renováveis, S.A. has a defined contribution pension plan for its employees with permanent subordinated employment contracts. According to this plan, Greenvolt attributes to each permanent employee a percentage of their pensionable salary according to their length of service. The contribution to the Pension Fund varies each year, with the contributions it makes being recorded as a cost for the year.
The remaining income and expenses are recorded on an accrual basis, whereby they are recognised as they are generated regardless of when they are received or paid. The differences between the amounts received and paid and the corresponding income and expenses generated are recorded under the line items "Other current assets", "Other current liabilities", "Other non-current assets" and "Other non-current liabilities".
All assets and liabilities expressed in foreign currency were converted to Euros using official exchange rates in force on the date of the statement of financial position.
Favourable and unfavourable exchange rate differences originated by the differences between exchange rates applicable on the transaction date and those applicable on the collection date, payments or at the date of the statement of financial position, of those same transactions, are recorded as income and expenses in the consolidated income statement for the financial year, except for those regarding non-monetary amounts whose change in fair value is recorded directly in equity.
The events occurring after the date of the statement of financial position providing additional evidence or information regarding conditions that existed on the date of the statement of financial position ("adjusting events") are reflected in the Group's financial statement. Events after the date of the statement of financial position that are indicative of the conditions that arose after the date of the statement of financial position ("nonadjusting events"), when material, are disclosed in the notes to the financial statements.
In each period, the Group identifies the most adequate segment division taking into consideration the business areas in which the Group is present.
Operating segment is a group of assets and operations of the Group whose financial information is used in the decision-making process developed by the Group's management.
The operating segments are presented in these financial statements in the same way as they are presented internally in the analysis of the evolution of the Group's activity.
The accounting policies for the segment reporting are those consistently used within the Group.
The Board of Directors has been continuously assessing the identification of operating segments in accordance with IFRS 8, through which are monitored the operations and included in the decision-making process, considering the evolution of the Group's operation against its current expansion strategy.
In preparing the consolidated financial statements, in accordance with the accounting standards in place (Note 3.1), the Group's Board of Directors adopted certain assumptions and estimates affecting assets and liabilities, as well as income and expenses, in relation to the reported periods. All of the estimates and assumptions done by the Board of Directors were carried out based on their existing best knowledge, on the date of approval of financial statements, events, and ongoing transactions.
The main judgements and most significant estimates used in the preparation of the consolidated financial statements include:
In accordance with IFRS 3, in a business combination the acquirer shall recognise and measure in the consolidated financial statements the assets acquired and liabilities assumed at fair value at the acquisition date. The difference between the purchase price and the fair value of the assets and liabilities acquired leads to the recognition of goodwill or negative goodwill. The fair value determination of the assets acquired and liabilities assumed is carried out internally or by independent external evaluators, using the discounted cash flows method, using the replacement cost or other fair value determination techniques, which rely on the use of assumptions including macroeconomic indicators such as inflation rates, interest rates, exchange rates, discount rates, sale and purchase prices of energy, cost of raw materials, production estimates and business projections. Consequently, the determination of the fair value and goodwill or negative goodwill is subject to numerous assumptions and judgments and, therefore, changes could result in different impacts on results (Note 9).
Contingent consideration from a business combination or a sale of a financial investment is measured at fair value at the acquisition date. The contingent
consideration is subsequently remeasured at fair value at each reporting date. Fair value is based on discounted cash flows. The main assumptions consider the probability of achieving each objective and the discount factor, and correspond to the best estimates of management at each reporting date. Changes in assumptions could have significant impact on the values of contingent assets and liabilities recognised in the financial statements. Any subsequent changes impacting the fair value measurement of contingent consideration are reflected in the income statement for the year.
Impairment analyses require the determination of fair value and / or the value in use of the assets under analysis (or of some cash-generating units). This process calls for a high number of relevant judgements, namely estimating future cash flows associated with assets or with the corresponding cash-generating units and determining an appropriate discount rate for obtaining the present value of the aforementioned cash flows. In this regard, the Group once again established the requirement to use the maximum possible amount of observable market data. It further established calculation monitoring mechanisms, based on the challenge of critical assumptions used, their coherence and consistency (in similar situations).
The Group revises the estimated useful lives of its tangible and intangible assets on each reporting date. Assets' useful lives depend on several factors related both to their use and to the Group's strategic decisions, and even to the economic environment of the various companies included in the scope of consolidation.
The Group believes there are legal, contractual or constructive obligations regarding the dismantling and decommissioning of property, plant and equipment assigned to generating energy. The Group constitutes provisions according to the corresponding existing obligations in order to address the present value of the respective estimated expenses with the restoring of the corresponding sites and land to their original conditions. For the purpose of calculating the aforementioned provisions, estimates are made for the present value of the corresponding future liabilities.
Consideration of other assumptions in the aforementioned estimates and judgements could give rise to financial results that differ from those that were considered.
In the valuation of financial instruments not traded in active markets, including virtual PPAs, valuation techniques have been used that were based on discounted cash-flow methods or on market transaction multiples. Fair value of derivative financial instruments is generally determined by the entities for which they were hired (counterparties), being subject to Group's validation through Bloomberg's valuation models.
The Group's Board of Directors recognises the counterparties as being competent and objective.
Impairment losses in receivables are determined as shown in Note 3.3. h). In this sense, determining impairment through the individual analysis corresponds to the Group's judgement regarding the economic and financial situation of its customers and to its estimate on the value attributed to any existing guarantees, with the subsequent impact on expected future cash flows. On the other hand, expected impairment losses in credit granted are determined considering a set of historical information and assumptions, which might not be representative of the future uncollectability from the Group's debtors.
In order to determine which entities must be included in the consolidation perimeter, the Group evaluates whether it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the subsidiary ("de facto" control).
This evaluation requires the use of judgement and assumptions in order to conclude whether the Group is in fact exposed to the variability of return and has the ability to affect such return through its control over the subsidiary.
Other assumptions and judgements could lead to a different consolidation perimeter of the Group, with direct impact on the consolidated financial statements.
The Group recognizes right-of-use assets and lease liabilities whenever the contract provides the right to control the use of an identifiable asset for a certain period of time, in exchange for a consideration. The analysis of the lease contracts, particularly with regard to the cancellation and renewal options provided for in the contracts and in determining the incremental financing rate to be applied for each identified lease portfolio requires the use of judgement by the Group.
Whenever two parties in a sales contract are discussing a contractual modification, such as a price adjustment or a change in the scope of the contract, the Group estimates, according to the best information available at the reporting date, the impact on the transaction price, even if the parties have not formally agreed to it.
Estimates and underlying assumptions were determined based on the best available information on the date when consolidated financial statements are prepared and on the basis of the best knowledge and on experience with past and/or current events. However, there are situations that could occur in subsequent periods which, while not foreseeable on that date, were not
considered in those estimates. For this reason and given the degree of uncertainty associated, the actual results of the transactions in question may differ from the corresponding estimates. Changes to those estimates, which occur subsequent to the date of the consolidated financial statements, will be corrected in the income statement on a prospective basis, as provided for under IAS 8 – Accounting Policies, Changes to Accounting Estimates and Errors.
The companies of Greenvolt Group are exposed to a variety of risks, including the effects of changes in interest rates, exchange rates, liquidity, electricity market prices, capital management, credit, inflation and the effects related to sustainability and ESG matters ("Environmental, Social and Governance", described in the Sustainability Report). The volatility of financial markets is analysed on an ongoing basis. The main objective of the Board of Directors in the management of financial risk is to manage these risks at an acceptable level to conduct the Group's activities.
This approach covers all the risks associated with the activities carried out by Greenvolt's business lines throughout the geographical areas in which it carries on its activity.
The objective of interest rate risk management policy aims to mitigate the impact of market rate fluctuations in the financial burden of contracted financing.
In the situations where the Group understands there is an interest rate fluctuation risk associated with the long-term loans, such risk is mitigated by contracting interest rate derivative financial instruments for hedging the associated cash flows.
The hedging instrument counterparties are limited to credit institutions of high credit quality, being the Group's policy to favour putting these instruments under contract with banking entities that are part of its financing operations. For the purpose of determining the counterparty in onetime operations, the Group asks for proposals and indicative prices to be submitted to a representative number of banks in order to ensure adequate competitiveness for these operations.
The Board of Directors of Greenvolt approves the terms and conditions of the financing considered material for the Group, analysing for this the structure of the debt, the inherent risks and the different options existing in the market, in particular as to the type of interest rate (fixed/ variable).
Greenvolt's objective is to limit the volatility of cash-flows and results taking into account the profile of its operating activity through the use of an appropriate combination of debt at fixed and variable rate.
Most derivative instruments used by the Group in managing interest rate risk are established as cash flow hedging instruments, as they provide perfect hedging. The indexes, calculation conventions, the interest rate hedging instruments, and interest rate hedging instrument
repayment plans are altogether identical to the conditions set forth for contracted underlying loans.
The Group's Financial Department performs sensitivity analysis to the fair value of the financial instruments arising from changes in the interest rates. As at 31 December 2022, the results of this analysis are as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Interest expenses (variable rate) | 8,844,774 | 1,031,316 |
| Decrease of 1 p.p. in the interest rate applied to the total indebtedness contracted at variable rate |
(2,108,493) | (460,662) |
| Increase of 1 p.p. in the interest rate applied to the total indebtedness contracted at variable rate |
2,108,493 | 460,662 |
Greenvolt makes investments and operates internationally, and is exposed to the risk associated with transactional foreign currency, as well as currency fluctuations which can occur when incurs in revenue in one currency and costs in another, or its assets or liabilities are denominated in foreign currency, and there is an adverse currency fluctuation in the value of net assets, debt and income denominated in foreign currencies, namely American Dollar (USD), Pound Sterling (GBP), Polish Zloty (PLN), Romanian Leu (RON) and Bulgarian Lev (BGN), the Mexican Peso (MXN), the Icelandic Krona (ISK), the Danish Krone (DKK) and the Serbian Dinar (CSD).
In order to mitigate this risk, Greenvolt attempts to naturally hedge currency fluctuation risks by matching its non-euro costs with revenues in the same currency and by contracting associated debt in the local currency of the investments. The exchange rate risk and policy are managed by the Financial Department.
As of 31 December 2022 and 2021, the outstanding balances in a currency other than the functional currency, corresponding to balances recorded in Greenvolt – Energias Renováveis, S.A. and in its subsidiaries Greenvolt Power and Greenvolt Next Portugal (in the latter, only with reference to 31 December 2022), are as follows:
| Debit / (Credit) | 31.12.2022 | |||
|---|---|---|---|---|
| GBP | EUR | USD | RON and BGN |
|
| Accounts receivable | 106,039,913 | 219,507 | 254,801 | — |
| Accounts payable | — | (260,296,256) | (8,130,051) | (926,130) |
| Bank deposits | — | 54,093,538 | 2,269,264 | 8,906,804 |
| 106,039,913 | (205,983,211) | (5,605,986) | 7,980,674 |
| Debit / (Credit) | 31.12.2021 | |||
|---|---|---|---|---|
| GBP | EUR | USD | RON and BGN |
|
| Accounts receivable | 107,702,526 | 679,734 | — | 71,862 |
| Accounts payable | (289,828) | (73,572,096) | — | (144,215) |
| Bank deposits | — | 2,804,122 | — | 316,595 |
| 107,412,698 | (70,088,240) | — | 244,242 |
In addition, the impacts arising from the exchange rate variation against Euro of the currencies indicated, as a result of the translation of financial statements of foreign operations, are presented below.
The impact from a 10% variation of the exchange rate in the Group's Net profit and Net assets is as follows:
| Amounts in Euros | 31.12.2022 | |||
|---|---|---|---|---|
| Net profit | Net assets | |||
| +10% | -10% | +10% | -10% | |
| GBP | (2,780,822) | 3,398,782 | (3,911,977) | 4,781,305 |
| PLN | 265,752 | (324,807) | 512,531 | (626,427) |
| Total | (2,515,070) | 3,073,975 | (3,399,446) | 4,154,878 |
| 31.12.2021 | ||||
|---|---|---|---|---|
| Net profit | Net assets | |||
| Amounts in Euros | +10% | -10% | +10% | -10% |
| GBP | (911,774) | 1,114,391 | (2,230,211) | 2,725,814 |
| PLN | 219,278 | (268,006) | 317,127 | (387,599) |
| Total | (692,496) | 846,385 | (1,913,084) | 2,338,215 |
The main objective of the liquidity risk management policy is to ensure that the Group has, at all times, the necessary financial resources to meet its responsibilities and to pursue the strategies outlined in compliance with all its commitments to third parties, as they become due, through an adequate management of the maturity of the corresponding loans.
The Group pursues an active refinancing policy guided by two main principles: (i) maintaining a high level of free and readily available resources to address short-term needs; and (ii) extending or maintaining debt maturity according to expected cash flows and the leveraging capability of its statement of financial position.
The Group has maintained a liquidity reserve, in the form of credit lines, with its relationship with the banks, in order to ensure its ability to meet its commitments without having to refinance in unfavourable conditions.
Greenvolt also seeks to make the maturities of the assets and liabilities compatible through an optimized management of their maturities.
The liquidity analysis for financial instruments is shown in the note pertaining to each category of financial liabilities.
As at 31 December 2022, electricity market price risk affecting the Greenvolt Group is not significant. Although there is a component of electricity price variation indexed to the UK market price ("Brown Power"), the great majority of earnings from energy production (residual biomass segment) in Portugal and in the United Kingdom mainly comprise Power Purchase Agreements (PPAs) with fixed tariffs, feed-in-tariff (FiT) regimes and Renewable Obligation Certificates (ROCs).
Greenvolt has an approach to manage the equity that is based on safeguarding the Group's capacity to continue operating as a going concern, grow solidly to meet established growth targets and maintain as optimum equity structure to reduce equity cost. In order to mitigate possible impacts, the Group makes use of the established financing policy to apply management measures of debt maturity profiles or diversification of financing sources and instruments.
Greenvolt periodically monitors its capital structure, identifying risks, opportunities and the necessary adjustment measures to achieve the defined objectives.
As at 31 December 2022 and 2021, Greenvolt presents an accounting Gearing of 140% and 249%, respectively.
Gearing = total equity (including non-controlling interests) / net debt, with net debt corresponding to the algebraic sum of the following items of the consolidated statement of financial position: bank loans; bond loans; other loans; and (-) cash and cash equivalents.
The Group is exposed to legal, fiscal and regulatory risks in the geographies where it operates, this risk being mitigated by permanent legal, fiscal and regulatory advice, in articulation with the business areas, ensuring preventively, in order to protect the interests of the Company and its subsidiaries, scrupulous compliance with the legal provisions applicable to the business areas.
Greenvolt and its subsidiaries develop plans and actions to meet the strategic and business objectives that have been defined, however it is exposed to the risk of unavailability of financing, which may arise from endogenous and/or exogenous causes. This risk is mitigated by the existence of financing policies and the management of debt maturity profiles in order to reduce possible impacts.
The Group is exposed to credit risk as part of its current operating activity.
The credit risk assessment is carried out on a regular basis, taking into account the economic conditions at any given time and the specific credit position of each of the companies, adopting corrective procedures where appropriate.
Credit risk, more common in the distributed generation and development segments, is limited by managing risk combination and careful selection of counterparties. In the biomass segment, where energy is sold to the public grid, this risk is considered low.
Greenvolt Group develops its business activities in several countries, being subject to the risk of inflation, mainly in operations associated with the generation of operating revenues and costs related for the development of the business. The Group has an inflation risk management policy, in which the main objective is to ensure that the fluctuation in inflation in geographies and in the market where the Group operates does not negatively affect the purchasing power.
As a mitigation strategy, the Group seeks to (i) develop its business activities in geographies with stable inflation rates and (ii) trade financial instruments for hedging to mitigate the impact of inflation variation on the accounts of Group companies when revenues are indexed to inflation; (iii) negotiate long-term contracts with suppliers; (iv) include the indexation of sales prices to the variation of price indexes in contracts with third parties ("off-takers") for the sale of electricity (Power Purchase Agreements), among others.
During 2022, the following companies were acquired:
| Company | Registered office |
Holding company | Effective percentage held at the acquisition date |
|---|---|---|---|
| Oak Creek Group | USA | Greenvolt Power Group Sp. Z.o.o. | 80% |
| NerWind Services LLC | USA | Greenvolt Power USA, Inc. | 71% |
| NerWind Services ApS | Denmark | Greenvolt Power USA, Inc. | 71% |
| Greenvolt Power de Mexico, S. de R.L. de C.V. (a) | Mexico | Greenvolt Power USA, Inc. | 80% |
| Renewable Frontier, S. de R.L. de CV | Mexico | Greenvolt Power USA, Inc. | 80% |
| Greenvolt Power Renewables de Mexico, S. de R.L. de C.V. (b) |
Mexico | Greenvolt Power USA, Inc. | 80% |
| Monclova Solar, S. de R.L. de C.V. | Mexico | Greenvolt Power USA, Inc. | 80% |
| Monclova Solar 2, S. de R.L. de C.V. | Mexico | Greenvolt Power USA, Inc. | 80% |
| Dime Energia Renovable, S. de R.L. de C.V. | Mexico | Greenvolt Power USA, Inc. | 80% |
| Energia Renovable La Noria, S. de R.L. de C.V. | Mexico | Greenvolt Power USA, Inc. | 80% |
| Perfecta Gestión, S.L. | Spain | Tresa Energía, S.L. | 42% |
| LJG Green Source Energy Alpha S.A (LIONS) | Romania | V-Ridium Solar 45 SRL | 100% |
| Univergy Autoconsumo, S.L. | Spain | Greenvolt – Energias Renováveis, S.A. |
50% |
| Univergy Franquicias, S.L.U. (c) | Spain | Univergy Autoconsumo, S.L. | 50% |
| Vipresol, S.L. | Spain | Univergy Autoconsumo, S.L. | 45% |
(a) Formerly known as Oak Creek de Mexico, S. de R.L. de CV
(b) Formerly known as Oak Creek Energia de Mexico, S. de R.L. de CV.
(c) Company liquidated during the fourth quarter of 2022
These subsidiaries were included in the consolidated financial statements of Greenvolt Group using the full consolidation method.
Additionally, considering the substance of the transactions and the type of assets acquired, the following acquisitions, mostly carried out through the subsidiary Greenvolt Power, were considered as acquisition of assets during 2022:
| Company | Country | Company | Country | |
|---|---|---|---|---|
| WPP FOREST WIND DOO | Serbia | VRW 24 Sp. z o.o | Poland | |
| WPP GREENWATT DOO | Serbia | Green Repower Photovoltaic Single Member P.C. |
Greece | |
| WPP WEST WIND DOO | Serbia | Greenvolt Power EM Orka Ehf (a) | Iceland | |
| WPP BLACK MUD DOO | Serbia | Garpsdalorka Ehf. | Iceland | |
| WPP EAST WIND ONE DOO | Serbia | V-Ridium Atlas Ltd | Poland | |
| WINDNET Sp. Z o.o. | Poland | ARNG Solar I S.R.L. | Italy | |
| Agat Energia Sp. z o.o. | Poland | ARNG Solar III S.R.L. | Italy | |
| Ametyst Energia Sp. z o.o. | Poland | ARNG Solar VI S.R.L. | Italy | |
| Bursztyn Energia Sp. z o.o. | Poland | V-Ridium Solar Sun 6 S.r.l. | Romania | |
| Szafir Energia Sp. z o.o. | Poland | V-Ridium Amvrakia Eregeiaki Anonimi Etaireia | Greece | |
| Diament Energia Sp. z o.o. | Poland | V-Ridium Zaklików Sp. z o.o | Poland | |
| Koral Energia Sp. z o.o. | Poland | Mizar Energia Sp. Z o.o. | Poland | |
| Perła Energia Sp. z o.o. | Poland | Radan NordWind Sp. z o.o | Poland | |
| Rubin Energia Sp. z o.o. | Poland | Menelou Single Member P.C. | Greece | |
| Szmaragd Energia Sp. z o.o. | Poland | Herkimer Solar LLC | USA | |
| Topaz Energia Sp. Z o.o. | Poland | HCCC Solar LLC | USA | |
| WINDNET 2 Sp. Z o.o. | Poland | Silvano ITG, S.L.U. (SEO) | Spain | |
| Mars Energia Sp. Z o.o. | Poland | Fanfi ITG, S.L.U. (SEO) | Spain | |
| Neptun Energia Sp. Z o.o. | Poland | Pitiu ITG, S.L.U. (SEO) | Spain | |
| Saturn Energia Sp. Z o.o. | Poland | Perseo ITG, S.L.U. (SEO) | Spain | |
| Wenus Energia Sp. Z o.o. | Poland | Tora ITG, S.L.U. (SEO) | Spain | |
| Jowisz Energia Sp. Z o.o. | Poland | Atenea ITG, S.L.U. (SEO) | Spain | |
| Uran Energia Sp. Z o.o. | Poland | FV Cueva Del Duque Lorca, S.L.U. (SEO) | Spain | |
| VRW 22 Sp. z o.o | Poland | FV Casa Colorada Lorca, S.L.U. (SEO) | Spain | |
| VRW 23 Sp. z o.o | Poland |
(a) Formerly known as EM Orka Ehf.
During the period ended 31 December 2022, the following companies were incorporated:
| Company | Country | Company | Country | |
|---|---|---|---|---|
| Sustainable Energy One, S.L. | Spain | V-Ridium Solar Puglia 4 S.r.l | Italy | |
| Garuda Solar, S.L. | Spain | V-Ridium Puglia 2 S.R.L. (a) | Italy | |
| Tresa Energía Industrial, S.L. | Spain | V-Ridium Hybrid Sicilia 1 S.r.l. | Italy | |
| Greenvolt Comunidades II, S.A | Portugal | V-Ridium Hybrid Sicilia 2 S.r.l. (b) | Italy | |
| Greenvolt España, S.L. | Spain | V-Ridium Hybrid Abruzzo 1 S.r.l. | Italy | |
| Magazyn EE Turośń Kościelna Sp. Z o.o. | Poland | V-Ridium Hybrid Molise 1 S.r.l. | Italy | |
| Magazyn EE Kozienice Sp. Z o.o. | Poland | V-Ridium Solar Calabria 1 S.r.l. | Italy | |
| Magazyn EE Ełk Sp. Z o.o. | Poland | V-Ridium Solar Calabria 2 S.r.l. | Italy | |
| Magazyn EE Mieczysławów Sp. Z o.o. | Poland | V-Ridium Solar Calabria 3 S.r.l. | Italy | |
| Magazyn EE Kamionka Sp. Z o.o. | Poland | V-Ridium Solar Calabria 4 S.r.l. | Italy | |
| Magazyn EE Siedlce Sp. Z.o.o | Poland | V-Ridium Solar Calabria 5 S.r.l. | Italy | |
| VRW 19 Sp. z o.o | Poland | V-Ridium Solar Calabria 6 S.r.l. | Italy | |
| VRW 20 Sp. z o.o | Poland | V-Ridium Solar Calabria 7 S.r.l. | Italy | |
| VRW 21 Sp. z o.o | Poland | V-Ridium Solar Sicilia 1 S.r.l. | Italy | |
| VRW 25 Sp. z o.o | Poland | V-Ridium Solar Sicilia 2 S.r.l. | Italy | |
| VRW 26 Sp. z o.o | Poland | V-Ridium Solar Sicilia 3 S.r.l. | Italy | |
| VRW 27 Sp. z o.o | Poland | V-Ridium Solar Sicilia 6 S.r.l. (c) | Italy | |
| VRW 28 Sp. z o.o | Poland | V-Ridium Solar Sicilia 7 S.r.l | Italy | |
| VRW 29 Sp. z o.o | Poland | V-Ridium Solar ER 1 S.r.l. | Italy | |
| VRW 30 Sp. z o.o | Poland | V-Ridium Solar ER 2 S.r.l | Italy | |
| VRW 31 Sp. z o.o | Poland | V-Ridium Solar Sardegna 1 S.r.l | Italy | |
| V-Ridium Galicia Wind, S.L.U. | Spain | V-Ridium Solar Lombardia 2 S.r.l | Italy | |
| V-Ridium Wind Abruzzo 1 S.r.l. | Italy | V-Ridium Solar Campania 1 S.r.l | Italy | |
| V-Ridium Wind Molise 1 S.r.l. | Italy | Greenvolt Power Balkan d o.o (d) | Serbia | |
| V-Ridium Wind Molise 2 S.r.l. | Italy | Greenvolt Power Spain, S.L.U. (e) | Spain | |
| V-Ridium Wind Molise 3 S.r.l. | Italy | Greenvolt Power Trading sp. z o.o. (f) | Poland | |
| V-Ridium Wind Molise 4 S.r.l. | Italy | Greenvolt Power Land Ventures LLC | USA | |
| VRS 26 Sp. z o.o | Poland | V-Ridium Mars EOOD | Bulgaria | |
| VRS 27 Sp. z o.o | Poland | Greenvolt Power Danmark ApS | Denmark | |
| VRS 28 Sp. z o.o | Poland | Greenvolt Power Germany GmbH | Germany | |
| VRS 29 Sp. z o.o | Poland | Greenvolt Power Development GmbH | Germany | |
| VRS 30 Sp. z o.o | Poland | Greenvolt Power Hungary Limited Liability | Hungary | |
| V-Ridium Solar Abruzzo 2 S.r.l. | Italy | Greenvolt Power UK Limited | UK | |
| V-Ridium Solar Abruzzo 3 S.r.l. | Italy | GV 1 Limited | UK | |
| V-Ridium Solar Puglia 1 S.r.l. | Italy | GV 2 Limited | UK | |
| V-Ridium Solar Puglia 2 S.r.l. | Italy | Greenvolt Next Polska SP. z.o.o | Poland | |
| V-Ridium Solar Puglia 3 S.r.l | Italy | Greenvolt Next Holding, S.A. | Portugal |
(a) Formerly known as V-Ridium Hybrid Puglia 2 S.r.l.
(b) Formerly known as V-Ridium Solar Molise 4 S.r.l.
(c) Formerly known as V-Ridium Solar Marche 2 S.r.l.
(d) Formerly known as V-Ridium Balkan d o.o
(e) Formerly known as V-Ridium Spain, S.L.U.
(f) Formerly known as V-Ridium Trading sp. z o.o
These subsidiaries were included in the Greenvolt Group's consolidated financial statements using the full consolidation method. Refer to Appendix I for more information on the List of companies included in the consolidation perimeter.
During the period ended 31 December 2022, the most relevant companies acquired were as follows:
The acquisition of 80% of Oak Creek, through the company incorporated in the United States V-Ridium Oak Creek Renewables (part of Greenvolt Power Group), was concluded on 10 January 2022. The acquisition value amounted to approximately 1.3 million US dollars, plus a contingent amount of approximately 3.2 million US dollars (corresponding to the fair value of the maximum contingent consideration, which is still under analysis by Management, with the present value of the estimated future payments taking into consideration management's best estimate of the payment term, as well as the probability of conclusion of the projects that are in progress at the acquisition date), which is expected to be paid as at 31 December 2026 and 31 December 2027, depending on the future sale of the projects to be developed by the subsidiary.
The acquisition of Oak Creek will allow Greenvolt to enter the market for the promotion and development, construction and operation of renewable energy projects (solar photovoltaic and wind), in the United States and Mexico, relying on a very experienced team with a vast track record in the development of energy projects in those markets.
During the year ended 31 December 2022, the Group recorded the purchase price allocation process on a definitive basis, with the difference between the price paid and the fair value of assets acquired and liabilities and contingent liabilities assumed being allocated to Goodwill.
Based on the valuation made by an independent external entity, the identified intangible assets, totalling 409,939 Euros, consisted of the existing operation and maintenance (O&M) contracts, which were valued through the Multi-period Excess earnings methodology, generating a fair value adjustment in the same amount, net of the associated deferred tax liability of 122,955 Euros.
The fair value of the identifiable assets and liabilities at the acquisition is presented as follows:
| At acquisition date | |||||
|---|---|---|---|---|---|
| Book values in Euros | Book values | Fair value adjustments |
Net assets (fair value) |
||
| Net assets acquired | |||||
| Property, plant and equipment | 89,316 | — | 89,316 | ||
| Intangible assets | — | 409,939 | 409,939 | ||
| Other debts from third parties | 51,657 | — | 51,657 | ||
| Deferred taxes | 873,001 | (122,955) | 750,046 | ||
| Trade receivables | 299,496 | — | 299,496 | ||
| State and other public entities | 309,970 | — | 309,970 | ||
| Other assets | 225,303 | — | 225,303 | ||
| Cash and cash equivalents | 525,684 | — | 525,684 | ||
| Trade and other payables | (341,379) | — | (341,379) | ||
| Other liabilities | (113,348) | — | (113,348) | ||
| Total net assets acquired (i) | 1,919,700 | 286,984 | 2,206,684 |
260 5. C.F. STATEMENTS AND NOTES
| At acquisition date | |||
|---|---|---|---|
| Book values in Euros | Book values | Fair value adjustments |
Net assets (fair value) |
| Non-controlling interests (ii) | — | ||
| Acquisition cost (iii): | |||
| Payment of Shares | 1,183,883 | ||
| Contingent consideration liability 1) | 2,839,935 | ||
| 4,023,818 | |||
| Goodwill (ii) + (iii) - (i) | 1,817,134 | ||
Net Cash flow resulting from the
| (658,199) | |
|---|---|
| Cash and cash equivalents acquired | 525,684 |
| Payments performed | (1,183,883) |
| acquisition (Note 21): |
(1) Recognised under the line item "Other payables"
| Book values in Euros | Since the acquisition date (1) |
|---|---|
| Sales and Services rendered | 2,946,367 |
| Net profit | (2,941,462) |
| (1) Unaudited figures, without considering any consolidation and conversion |
adjustments to IFRS. Since the acquisition was made at the beginning of the year ending December 31, 2022, the data presented corresponds to 12 months.
In this context, a provisional Goodwill of 1,817,134 Euros was calculated regarding this acquisition, based on the expected capacity to generate projects and their sale by the management team in place.
The acquisition of 50% of Univergy, a Spanish distributed generation company operating in the commercial and industrial market segment, was concluded by Greenvolt on 21 April 2022. The acquisition value amounted to 13.5 million Euros, which includes a capital increase of 12 million Euros. Greenvolt holds a substantive option to purchase the remaining share capital, which can be exercised under certain conditions, reason why this subsidiary is accounted for using the full consolidation method.
The acquisition of Univergy stems from Greenvolt's growth strategy in the distributed electricity generation segment, which has been experiencing strong growth in recent years and in which Greenvolt intends to have a significant presence in the Iberian market.
At the acquisition date, Greenvolt recognised the amount of non-controlling interests, in the amount of 5,960,275 Euros, which corresponds to the fair value of the net assets at the acquisition date (Note 23).
During the year ended 31 December 2022, the Group recorded the purchase price allocation process on a definitive basis, with the difference between the price paid and the fair value of assets acquired and liabilities and contingent liabilities assumed being allocated to Goodwill.
As at the acquisition date, the Group determined the fair value of the assets acquired and liabilities and contingent liabilities assumed, having determined a fair value of the assets acquires and the liabilities and contingent liabilities assumed, in the amount of 11,921 thousand Euros. An internal assessment was conducted to value the existing order book and projects at the acquisition date by applying the expected margin to the backlog of contracts as of the acquisition date.
The determination of the fair value of assets resulted in the recognition of deferred tax liabilities amounting to 83,891 Euros.
The fair value of identifiable assets and liabilities at the acquisition date are presented as follows:
| Book values in Euros | At acquisition date | ||
|---|---|---|---|
| Book values | Fair value adjustments |
Net assets (fair value) |
|
| Net assets acquired | |||
| Property, plant and equipment | 6,400 | — | 6,400 |
| Intangible assets | 25,027 | 335,565 | 360,592 |
| Other non-current assets | 10,884 | — | 10,884 |
| Deferred tax assets | 110,921 | — | 110,921 |
| Inventories | 243,924 | — | 243,924 |
| Trade receivables | 732,814 | — | 732,814 |
| Income tax and State and other public entities |
10,127 | — | 10,127 |
| Other receivables | 7,020 | — | 7,020 |
| Cash and cash equivalents | 11,314,136 | — | 11,314,136 |
| Trade and other payables | (449,261) | — | (449,261) |
| Deferred tax liabilities | 0 | (83,891) | (83,891) |
| Assets associated with contracts with customers |
(234,526) | — | (234,526) |
| Other liabilities | (108,590) | — | (108,590) |
| Total net assets acquired (i) | 11,668,876 | 251,674 | 11,920,550 |
| Non-controlling interests (ii) | 5,960,275 | ||
| Acquisition cost (iii): | |||
| Payment of Shares | 13,500,000 | ||
| Contingent consideration liability | — | ||
| 13,500,000 | |||
| Goodwill (ii)+(iii)-(i) | 7,539,725 | ||
| Net Cash flow resulting from the acquisition (Note 21): |
|||
| Payments performed | (13,500,000) | ||
| Cash and cash equivalents acquired | 11,314,136 | ||
| (2,185,864) |
| Book values in Euros | Since the acquisition date |
12 months (1) |
|---|---|---|
| Sales, Services rendered and Other income | 2,496,580 | 3,944,633 |
| Net profit | (881,255) | (841,111) |
(1) Unaudited figures
Goodwill was therefore determined, in the amount of 7.5 million Euros, based on the expected capacity to increase the backlog of projects and their installation by the management team in place.
The acquisition of 100% of LJG Green Source Energy Alpha S.A. ("LIONS"), through the subsidiary V-Ridium Solar 45 (part of Greenvolt Power Group), was concluded on 17 May 2022. The acquisition value amounted to approximately 43.1 million Euros.
The acquisition of this solar photovoltaic park, located in Romania, with an installed capacity of 45 MWp, marks another step in the growth strategy defined by Greenvolt, reinforcing its capacity to generate energy from renewable sources and opening a wide range of possibilities for the commercialisation of this energy. Additionally, it should be noted that Greenvolt expects to optimize the financial return of this asset through the establishment of a potential bilateral agreement for the sale of non-regulated electricity (PPA), the optimization of the operational management of the park and the medium-term "repowering" potential of this asset.
The acquired tangible fixed assets relate mainly to the photovoltaic power plant. On the other hand, the bank loans existing at the acquisition date were subsequently refinanced.
During the year ended 31 December 2022, the Group recorded the purchase price allocation process on a definitive basis, based on a valuation made by one external independent entity, with the difference between the price paid and the fair value of assets acquired and liabilities and contingent liabilities assumed being allocated to Goodwill.
The fair value was determined based on the Income Approach – excess earnings methodology, considered to be the most appropriate for the valuation of this type of companies. The main conclusions are detailed as follows:
The fair value of identifiable assets and liabilities at the acquisition date amount to 41,535 thousand Euros and is presented as follows:
| At acquisition date | |||
|---|---|---|---|
| Book values in Euros | Book values | Fair value adjustments |
Net assets (fair value) |
| Net assets acquired | |||
| Property, plant and equipment | 42,007,085 | (6,472,353) | 35,534,732 |
| Intangible assets | — | 48,915,694 | 48,915,694 |
| Inventories | 187,852 | — | 187,852 |
| Trade receivables and Other receivables | 805,185 | — | 805,185 |
| State and other public entities | 116,696 | — | 116,696 |
| Other assets | 543,154 | — | 543,154 |
| Cash and cash equivalents | 6,303,723 | — | 6,303,723 |
| Bank loans | (43,013,731) | — | (43,013,731) |
| Provisions | (465,225) | — | (465,225) |
| Trade and other payables | (657,603) | — | (657,603) |
| Deferred taxes | 55,224 | (6,790,935) | (6,735,711) |
| Total net assets acquired (i) | 5,882,360 | 35,652,406 | 41,534,766 |
| Non-controlling interests (ii) | — | ||
| Acquisition cost (iii): | |||
| Payment of Shares | 43,099,925 | ||
| Contingent consideration liability | — | ||
| 43,099,925 | |||
| Goodwill (ii)+(iii)-(i) | 1,565,159 | ||
| Net Cash flow resulting from the acquisition (Note 21): |
|||
| Payments performed | (43,099,925) | ||
| Cash and cash equivalents acquired | 6,303,723 | ||
| (36,796,202) | |||
| Book values in Euros | Since the acquisition date (1) |
12 months (1) |
|---|---|---|
| Sales, Services rendered and Other income | 19,004,786 | 26,972,358 |
| Net profit | 5,746,668 | 8,323,562 |
(1) Unaudited figures, excluding any consolidation adjustment and conversion adjustments to IFRS.
A goodwill amounting to 1.6 million Euros was therefore calculated, resulting from the operation of the solar park beyond the period of the Power Purchase Agreement.
The impacts arising from acquisitions made during the period ended 31 December 2022 are as follows:
| Oak Creek | Univergy | Lions | Other | Total | |
|---|---|---|---|---|---|
| Goodwill (Note 10) | 1,817,134 | 7,539,725 | 1,565,159 | 466,606 | 11,388,624 |
| Investments in subsidiaries net of acquired cash and equivalents (Note 21) |
(658,199) | (2,185,864) | (36,796,202) | (126,057) | (39,766,322) |
| Cash and cash equivalents acquired |
525,684 | 11,314,136 | 6,303,723 | 8,943 | 18,152,486 |
264 5. C.F. STATEMENTS AND NOTES
The joint ventures and associates, their registered offices, proportion of capital held, main activity and financial position as at 31 December 2022 and 2021 were as follows:
| Company | Registered office |
Effective held percentage |
Statement of financial position |
Main activitiy | |||
|---|---|---|---|---|---|---|---|
| December 2022 |
December 2021 |
December 2022 |
December 2021 |
||||
| Augusta Energy Sp. z o.o. Group (a) | Poland | 50% | 50% | 16,139,663 | 208,772 Holding and project development | ||
| VRW 6 Żółkiewka Sp. z o.o. (a) | Poland | 50% | 50% | 1,365,658 | 1,389,901 Wind project | ||
| VRW 7 Kluczbork Sp. z o.o. (a) | Poland | 50% | 50% | 101,400 | 107,433 Wind project | ||
| CGE 25 Sp. z o.o. (a) | Poland | 50% | 50% | 12,820 | 15,657 Wind project | ||
| CGE 36 Sp. z o.o. (a) | Poland | 50% | 50% | 110,253 | 103,803 Wind project | ||
| Tarnawa Solar Park Sp. z o.o. (a) | Poland | 51% | 51% | 14,163 | 19,243 PV project | ||
| Perfecta Consumer Finance, S.L. (b) | Spain | 27.4% | 27.4% | 4,291,049 | 1,190,737 Development and financing of PV projects |
||
| Ideias Férteis II, Lda (c) | Portugal | 50% | — | 460,794 | — PV project | ||
| Ideias Férteis III, Lda (c) | Portugal | 50% | — | 2,269,053 | — PV project | ||
| Trivial Decimal II, Lda (c) | Portugal | 50% | — | 3,408,470 | — PV project | ||
| Trivial Decimal III, Lda (c) | Portugal | 50% | — | 897,779 | — PV project | ||
| Trivial Decimal IV, Lda (c) | Portugal | 50% | — | 404,294 | — PV project | ||
| Tertulia Notável II, Lda (c) | Portugal | 50% | — | 135,579 | — PV project | ||
| Tertulia Notável III, Lda (c) | Portugal | 50% | — | 4,281,225 | — PV project | ||
| Tertulia Notável IV, Lda (c) | Portugal | 50% | — | 179,204 | — PV project | ||
| Tertulia Notável V, Lda (c) | Portugal | 50% | — | 364,570 | — PV project | ||
| Tertulia Notável VI, Lda (c) | Portugal | 50% | — | 1,034,008 | — PV project | ||
| Reflexos Carmim II, Lda (c) | Portugal | 50% | — | 286,113 | — PV project | ||
| Reflexos Carmim III, Lda (c) | Portugal | 50% | — | 105,366 | — PV project | ||
| Reflexos Carmim IV, Lda (c) | Portugal | 50% | — | 546,544 | — PV project | ||
| Cortesia Versátil II, Lda (c) | Portugal | 50% | — | 561,266 | — PV project | ||
| Cortesia Versátil III, Lda (c) | Portugal | 50% | — | 2,786,008 | — PV project | ||
| Cortesia Versátil IV, Lda (c) | Portugal | 50% | — | 253,945 | — PV project | ||
| Léguas Amarelas, Lda (c) | Portugal | 50% | — | 417,328 | — PV project | ||
| Greenvolt Power Actualize Solar LLC (e) |
USA | 51% | — | — | — PV project | ||
| Goshen Solar LLC (f) | USA | 50% | — | 324,263 | — Holding and project development | ||
| SCUR-Mikro 465 UG (f) | Germany | 50% | — | 1,250 | — Holding | ||
| Joint ventures | 40,752,065 | 3,035,546 | |||||
| MaxSolar Bidco GmbH (d) | Germany | 33,4% | — | 5,139,211 | — | Development, implementation and management of solar and energy storage projects |
|
| MaxSolar Co-Invest UG & Co KG (f) | Germany | 22,1% | — | 114,993 | — Holding | ||
| Associates | 5,254,204 | — | |||||
| 46,006,269 | 3,035,546 |
(a) Company acquired via acquisition of Greenvolt Power Group on 14 July 2021
(b) Company acquired at the acquisition date of Tresa Energía, S.L.
(c) Company acquired on 9 March 2022 (Infraventus partnership). It should be noted that, with the exception of the company Léguas Amarelas, the companies presented above result from the demerger-dissolution of the companies initially acquired.
(d) Company acquired on 31 March 2022
(e) Company acquired in the third semester of 2022
(f) Company acquired / incorporated in the fourth quarter of 2022
Regarding the joint ventures presented, the resolutions at the General Meeting are taken unanimously, and at the Board of Directors the number of members is equal or the resolutions are taken unanimously, with the parties having joint control.
As at 31 December 2022 and 2021, the summary of the financial information of joint ventures and associates can be analyzed as follows:
| 31.12.2022 | Augusta Energy Group |
Other joint ventures held by Greenvolt Power |
Perfecta Consumer Finance |
Infraventus (total of 17 companies) |
MaxSolar Bidco GmbH |
Others |
|---|---|---|---|---|---|---|
| Non-current asset | 52,754,873 | 2,561,901 | 15,703,153 | 22,671,156 | 90,199,168 | — |
| Current asset | 123,818,535 | 1,857,794 | 1,622,767 | 10,139,632 | 69,750,221 | 524,010 |
| Non-current liability | 97,050,932 | 4,128,281 | 12,235,982 | — | 30,455,876 | — |
| Current liability | 46,528,007 | 409,673 | 740,170 | 5,824,860 | 40,070,792 | — |
| Total equity | 32,994,469 | (118,259) | 4,349,768 | 26,985,928 | 89,422,721 | 524,010 |
| 50 % | 65 % | 50 % | 33.4 % | |||
| Equity attributable to equity holders of the parent |
16,497,235 | (64,272) | 4,291,049 | 13,492,964 | 5,139,211 | 116,243 |
| Goodwill | (229,450) | 1,739,767 | — | — | — | — |
| Fair value of contingent payment | — | — | — | 4,898,582 | — | — |
| Elimination of intragroup margins | (128,122) | — | — | — | — | — |
| Decrease in loans granted to joint ventures |
— | 253,062 | — | — | — | — |
| Investments in joint ventures and associates |
16,139,663 | 1,928,557 | 4,291,049 | 18,391,546 | 5,139,211 | 116,243 |
| Turnover | 32,150,290 | — | 318,612 | — | 99,483,775 | — |
| Financial results | (120,658) | (7,781) | — | (6) | (4,508,973) | — |
| Income tax (expense) | (7,582,196) | — | (29,775) | 25,058 | (785,879) | — |
| Net profit | 31,584,446 | (486,990) | 89,325 | (150,974) | (1,582,904) | — |
| Net profit attributable to equity holders of the parent |
15,792,223 | (248,540) | 58,061 | (75,487) | (528,532) | — |
| 31.12.2021 | Augusta Energy Group |
Other joint ventures held by Greenvolt Power |
Perfecta Consumer Finance |
|---|---|---|---|
| Non-current asset | 51,128,522 | 3,833,962 | 4,988,001 |
| Current asset | 6,743,070 | 517,091 | 336,938 |
| Non-current liability | 52,599,020 | 1,305,139 | — |
| Current liability | 4,855,028 | 82,174 | 31,497 |
| Total equity | 417,544 | 2,963,740 | 5,293,442 |
| 50 % | 65 % | ||
| Equity attributable to equity holders of the parent |
208,772 | 1,481,782 | 1,190,737 |
| Goodwill | — | 154,255 | — |
| Investments in joint ventures and associates |
208,772 | 1,636,037 | 1,190,737 |
| Turnover | 2,091 | — | 49,289 |
| Financial results | (568,725) | (23,690) | — |
| Income tax (expense) | 330,834 | 5,792 | (16,292) |
| Net profit | (520,773) | (365,899) | 25,383 |
| Net profit attributable to equity holders of the parent |
(260,386) | (32,317) | 16,499 |
As at 31 December 2022, as a result of the equity method application, the amount of 14,997,725 Euros (cost of 276,204 Euros as at 31 December 2021) was recognised in the income statement.
Regarding Perfecta Consumer Finance, it should be noted that although the effective percentage held in this company is 27.4%, the contribution of this joint venture to the consolidated accounts was 65%, corresponding to the shareholding held by Perfecta Energía in this company, the latter being consolidated by Greenvolt at 100%. Additionally, it should be noted that the financial investment in this entity is treated as an investment in joint ventures, since the parties have joint control of the rights over the net assets of the entity (note that this joint control was determined by contractual provision, requiring the decisions associated with the subsidiary to be taken unanimously by the parties sharing the control).
In turn, regarding MaxSolar Bidco GmbH, the amount recorded under the line item "Investments in joint ventures and associates" as at 31 December 2022 reflects the initial acquisition cost and the subsequent capital increase carried out in this associate company, net of the effect of the application of equity method in 2022 and the entry of some of MaxSolar's top managers into the share capital, under the Management Incentive Plan described below.
The movements in the balance of this line item in the financial year ended 31 December 2022 and 2021 is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Balance as at 1 January | 3,035,546 | — |
| Changes in the consolidation perimeter | — | 2,772,542 |
| Acquisitions of joint ventures and associates | 12,289,360 | — |
| Capital increases and other equity instruments | 15,395,615 | 574,857 |
| Effects in results related to investments in joint ventures and associate companies |
14,997,725 | (276,204) |
| Effects in results related to investments in joint ventures and associated companies allocated to loans granted to joint ventures |
185,455 | — |
| Elimination of intragroup margins | (128,087) | — |
| Effect of exchange rate variation | (30,097) | (35,649) |
| Reclassification / transfer of the changes in fair value of derivative financial instruments of joint ventures, net of deferred taxes, to investments in joint ventures |
260,752 | — |
| Balance as at 31 December | 46,006,269 | 3,035,546 |
During the financial year ended 31 December 2022, the main changes in the line item "Investments in joint ventures and associates", reflected above in the caption "Acquisitions of joint ventures and associates", are as follows:
stake was acquired. The amount recorded as at 31 December 2022 referring to this associate reflects the acquisition cost of the stake in the share capital of MaxSolar BidCo GmbH (4,771,906 Euros) and the capital increase made after the acquisition (1,078,365 Euros, reflected in the caption "Capital increases and other equity instruments"), net of the effects of the equity method application, which are recognized in the income statement line item "Results related to investments". Additionally, shareholder loans in the amount of approximately 26.9 million Euros (23.4 million Euros recorded under the line item "Other debts from third parties" and 3.5 million Euros recorded under the line item "Other receivables") were granted by Greenvolt to this associate, which bear interest.
The caption "Capital increases and other equity instruments" also reflects the capital contributions made to Perfecta Consumer Finance in the financial year ended 31 December 2022, amounting to 3,042,250 Euros (571,650 Euros in the financial year ended 31 December 2021, in this case relating to the capital increase carried out by Perfecta Energía in this joint venture).
In turn, the caption "Effects in results related to investments in joint ventures and associate companies" as at 31 December 2022 essentially includes the positive results of Augusta Energy, a 50% owned joint venture between its subsidiary Greenvolt Power Group and KGAL. During the third quarter of 2022, Augusta Energy entered into an agreement to sell a portfolio of wind and solar PV assets under construction, located in Poland, with an installed capacity of 98 MW, all assets being covered by the power purchase agreement (PPA) with T-Mobile Polska, which has a duration of 15 years.
The results of the financial year ended 31 December 2022 reflect part of the margin associated with the sale process of the wind assets (50 MW), in a total of 12.4 million Euros.
Regarding the sale process of the solar PV assets (48 MW, through companies VRS 2, VRS 4 and VRS 5), considering that as at 31 March 2023 (Long Stop Date) some of the conditions precedent to the completion of the business were not yet met, and that an extension of this deadline was not agreed between the parties, the result associated to the construction and sale of these assets was not recognised in the income statement of 2022, being the solar parks classified as held for sale and, as such, recorded at their acquisition cost (which corresponds to the construction cost plus the PPA contract value, detailed below). As these assets were operational and injecting energy into the grid as at 31 December 2022, and as it is expected that the sale of energy under the PPA contract will start in accordance with the terms of the contract, they contributed positively to the Group's result, in a total of approximately 4.5 million Euros.
In accordance with the requirements of IFRS 13, the PPA contracts associated with these parks, valued in accordance with IFRS 9 and whose valuation amounts to 52.2 million Polish zlotys as at 31 December 2022, were treated as a level 3 financial instrument, therefore their fair value was calculated based on inputs not directly observable in the market. The valuation of these instruments was supported by the discounted cash flows, in which were used interest rates ranging between 5.75% and 6.50%, inflation rate in Poland of 13.1% in 2023, stabilizing in 2.5% from 2027, counterparty credit risk, energy price curve in the Polish market, according to the Polish Power Exchange, and production forecasts for scenarios P50 and P90. Sensitivity analyses were also carried out considering a variation (positive and negative) of 1% in the inputs of price, production, interest rate and exchange rate.
Additionally, it should be noted that, in March 2022, the companies VRS 2, VRS 4 and VRS 5 (50% owned by Greenvolt, through Augusta Energy Sp. Z.o.o.) entered into derivative financial
instruments contracts associated with the hedging of interest rate and exchange rate variations, with an accumulated notional amount of 57,564,500 Polish zlotys for interest rate derivatives and 22,210,061 Polish zlotys for exchange rate derivatives.
Regarding interest rate derivatives, the objective of these instruments is to mitigate the volatility regarding the evolution of the interest rate in Poland. In this case, the variable interest rate (indexing) "WIBOR 3 Months" was exchanged for a fixed rate of 5.15% in zlotys. This operation matures in February 2032.
In the case of exchange rate derivatives, which intended to mitigate the volatility risk related with the EUR/PLN exchange rate evolution (namely regarding the engineering, planning and construction contracts entered into by the companies VRS 2, VRS 4 and VRS 5, in which part of the payable amounts are denominated in Euros), it should be noted that, during the financial year ended 31 December 2022, all the operations associated to these derivatives matured.
These derivative financial instruments are recorded at fair value. As at 31 December 2022, the changes in the fair value of cash flow hedging derivatives were recorded in the Group's equity, in the same proportion as the percentage held in these entities, which implied a decrease in the caption "Other comprehensive income for the period" in the amount of 260,752 Euros, net of anticipated tax effects.
During the period ended 31 December 2022 and 2021, the payments related to investments in joint ventures and associates are detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Perfecta Consumer Finance: | ||
| Capital increase carried out after acquisition | — | (571,650) |
| — | (571,650) | |
| Infraventus: | ||
| Acquisition cost | (2,293,450) | — |
| Supplementary capital contributions granted after acquisition |
(11,275,000) | — |
| (13,568,450) | — | |
| MaxSolar: | ||
| Acquisition cost | (4,771,906) | — |
| Capital increase carried out after acquisition | (1,078,365) | — |
| Shareholder loans | (26,901,085) | — |
| Disposal of interest to MaxSolar managers | 67,536 | — |
| (32,683,820) | — | |
| Greenvolt Power Actualize Solar: | ||
| Loans granted | (2,393,223) | — |
| (2,393,223) | — | |
| (48,645,493) | (571,650) |
During the financial year ended 31 December 2022, and as required by IFRS-EU, the Group restated the business combination processes as a result of having more accurately ascertained information about the acquired assets, or as a result of having concluded the valuation processes that were pending.
In this context, the main impacts of the restatement made are detailed as follows:
As referred in the consolidated financial statements for the year ended 31 December 2021, the Group performed the purchase price allocation process of Tilbury, and with reference to 31 December 2021, there were technical aspects that were under analysis, therefore the Goodwill calculation at that date was provisional (and may be changed depending on the conclusion of the valuation analysis).
During the three-month period ended 31 March 2022, the Group concluded the fair value analysis of the intangible assets acquired under the referred business combination, having recorded the purchase price allocation process of Tilbury on a definitive basis (the difference between the price paid and the fair value of the assets acquired and the liabilities and contingent liabilities assumed was allocated to Goodwill). The conclusion of this process led to a decrease in Goodwill of 9,825,916 Euros and an increase in intangible assets of 12,542,454 Euros and deferred tax liabilities of 3,081,539 Euros.
The restatement of the consolidated financial statements was made with reference to 30 June 2021, acquisition date of the entity, therefore the following were also restated: (i) the amortisations of the year associated with the revalued intangible assets, resulting in an increase in amortisation of 444,579 Euros; (ii) the amount of income tax for the period, which decreased by 84,470 Euros, reflecting the tax impact of the increase in amortisations, and (iii) the amount of currency translation reserves, in the component allocated to the equity holders of the Parent Company, which decreased by 2,495 Euros (2,397 Euros that decreased the value of Non-controlling interests).
During the nine-month period ended 30 September 2022, the Group recorded the purchase price allocation process of Perfecta Energía on a definitive basis, with the difference between the price paid and the fair value of the assets acquired and liabilities and contingent liabilities assumed being allocated to Goodwill.
At the acquisition date, the Group determined the fair value of the assets acquired and the liabilities and contingent liabilities assumed, having determined a fair value of 11,360 thousand Euros.
Based on an internal valuation, the existing projects' portfolio at the acquisition date was valued by applying the expected margin to the backlog of contracts at the same date, which resulted in the initial recognition of an intangible asset in the amount of 487,907 Euros. The
determination of the fair value of the assets implied the recognition of deferred tax liabilities in the amount of 121,977 Euros.
At the acquisition date, deferred tax assets relating to previous tax credits of the subsidiary were also considered, totalling 292,068 Euros, of which 116,827 Euros resulting from the purchase price allocation process of Perfecta Energía.
The fair value of identifiable assets and liabilities at the acquisition date is presented as follows:
| At acquisition date | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euros | Book values | Fair value adjustments |
Net assets (fair value) |
|||
| Net assets acquired | ||||||
| Property, plant and equipment | 5,158 | — | 5,158 | |||
| Intangible assets | 85,640 | 487,907 | 573,547 | |||
| Investments in joint ventures and associates |
602,589 | — | 602,589 | |||
| Deferred tax assets | 292,068 | — | 292,068 | |||
| Trade receivables | 1,395,137 | — | 1,395,137 | |||
| Other assets | 2,115,972 | — | 2,115,972 | |||
| Cash and cash equivalents | 8,983,871 | — | 8,983,871 | |||
| Bank loans | (250,540) | — | (250,540) | |||
| Deferred tax liabilities | — | (121,977) | (121,977) | |||
| Trade and other payables | (1,730,124) | — | (1,730,124) | |||
| Other liabilities | (505,705) | — | (505,705) | |||
| Total net assets acquired (i) | 10,994,066 | 365,930 | 11,359,996 | |||
| Non-controlling interests (ii) | 6,567,213 | |||||
| Acquisition cost (iii): | ||||||
| Payment of Shares | 13,673,348 | |||||
| 13,673,348 | ||||||
| Goodwill (ii)+(iii)-(i) | 8,880,565 | |||||
| Net Cash flow resulting from the acquisition: | ||||||
| Payments performed | (13,673,348) | |||||
| Cash and cash equivalents | 8,983,871 | |||||
| (4,689,477) |
Additionally, it should be noted that the book values at the acquisition date reflect a set of corrections that were identified to the subsidiary's accounts, which resulted in a decrease in the fair value of the net assets acquired of 124,607 Euros. These corrections are reflected in the restated Consolidated Statement of Financial Position as at 31 December 2021, which is presented below.
The restatement of the consolidated financial statements was made with reference to December 31, 2021 (considering that the acquisition of the entity occurred on October 25, 2021), and the conclusion of the purchase price acquisition process led to a decrease of Goodwill in the amount of 151,103 Euros and an increase of intangible assets in the amount of 226,011 Euros and deferred tax liabilities in the amount of 56,503 Euros (note that these amounts are already net of the amounts of amortisation and deferred tax consumption recorded from the acquisition date of Perfecta Energía and up to December 31, 2021).
The following amounts were also restated: (i) the amortisations of the year related to the revalued intangible assets, resulting in an increase in amortisations of 261,896 Euros and (ii) the amount of income tax for the period, which decreased by 65,474 Euros, reflecting the tax impact of the increase in amortisations.
The impacts of the restatement on the consolidated statement of financial position as at 31 December 2021 are as follows:
| ASSETS | Before restatement |
(i) PPA Tilbury |
(ii) PPA Perfecta |
After restatement |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Property, plant and equipment | 370,016,023 | — | — | 370,016,023 |
| Right-of-use assets | 66,297,546 | — | — | 66,297,546 |
| Goodwill | 123,900,405 | (9,825,916) | (151,103) | 113,923,386 |
| Intangible assets | 87,762,356 | 12,542,454 | 226,011 | 100,530,821 |
| Investments in joint ventures | 3,035,546 | — | — | 3,035,546 |
| Other investments | 139,048 | — | — | 139,048 |
| Other non-current assets | 3,699 | — | — | 3,699 |
| Other debts from third parties | 3,337,895 | — | — | 3,337,895 |
| Derivative financial instruments | 1,333,293 | — | — | 1,333,293 |
| Deferred tax assets | 20,473,659 | — | 116,827 | 20,590,486 |
| Total non-current assets | 676,299,470 | 2,716,538 | 191,735 | 679,207,743 |
| CURRENT ASSETS: | ||||
| Inventories | 875,469 | — | — | 875,469 |
| Trade receivables | 13,106,188 | — | 17,193 | 13,123,381 |
| Assets associated with contracts with customers | 28,698,328 | — | — | 28,698,328 |
| Other receivables | 20,566,220 | — | — | 20,566,220 |
| Income tax payable | 679,905 | — | — | 679,905 |
| State and other public entities | 3,691,332 | — | — | 3,691,332 |
| Other current assets | 2,283,256 | — | — | 2,283,256 |
| Cash and cash equivalents | 258,757,013 | — | — | 258,757,013 |
| Total current assets | 328,657,711 | — | 17,193 | 328,674,904 |
| Total assets | 1,004,957,181 | 2,716,538 | 208,928 | 1,007,882,647 |
| 267,099,998 | — | — | 267,099,998 |
|---|---|---|---|
| 772,612 | — | — | 772,612 |
| 10,000 | — | — | 10,000 |
| 33,951,246 | (2,495) | — | 33,948,751 |
| 8,016,098 | (183,655) | (82,870) | 7,749,573 |
| 309,849,954 | (186,150) | (82,870) | 309,580,934 |
| 40,515,985 | (178,851) | 93,495 | 40,430,629 |
| 350,365,939 | (365,001) | 10,625 | 350,011,563 |
| 160,576,657 | — | — | 160,576,657 |
| 169,646,308 | — | — | 169,646,308 |
| 39,521,862 | — | — | 39,521,862 |
272 5. C.F. STATEMENTS AND NOTES
| Total equity and liabilities | 1,004,957,181 | 2,716,538 | 208,928 | 1,007,882,647 |
|---|---|---|---|---|
| Total liabilities | 654,591,242 | 3,081,539 | 198,303 | 657,871,084 |
| Total current liabilities | 74,025,267 | — | 141,800 | 74,167,067 |
| Derivative financial instruments | 303,438 | — | — | 303,438 |
| Other current liabilities | 6,301,050 | — | 99,046 | 6,400,096 |
| State and other public entities | 1,869,726 | — | — | 1,869,726 |
| Income tax payable | 1,213,754 | — | — | 1,213,754 |
| Other payables | 15,808,897 | — | 17,333 | 15,826,230 |
| Trade payables | 17,858,390 | — | 25,421 | 17,883,811 |
| Lease liabilities | 876,529 | — | — | 876,529 |
| Shareholders loans | — | — | — | — |
| Other loans | 20,490,460 | — | — | 20,490,460 |
| Bond loans | 2,933,588 | — | — | 2,933,588 |
| Bank loans | 6,369,435 | — | — | 6,369,435 |
| CURRENT LIABILITIES: | ||||
| Total non-current liabilities | 580,565,975 | 3,081,539 | 56,503 | 583,704,017 |
| Derivative financial instruments | 37,458,126 | — | — | 37,458,126 |
| Provisions | 15,866,752 | — | — | 15,866,752 |
| Deferred tax liabilities | 32,920,185 | 3,081,539 | 56,503 | 36,058,227 |
| Other non-current liabilities | 389,220 | — | — | 389,220 |
| Other payables | 16,289,251 | — | — | 16,289,251 |
| Lease liabilities | 67,071,085 | — | — | 67,071,085 |
| Shareholder loans | 40,826,529 | — | — | 40,826,529 |
On the other hand, the impacts of the restatement in the consolidated income statement for the financial year ended 31 December 2021 are as follows:
| Before restatement |
(i) PPA Tilbury |
(ii) PPA Perfecta |
After restatement |
|
|---|---|---|---|---|
| Sales | 130,709,839 | — | — | 130,709,839 |
| Services rendered | 9,935,282 | — | — | 9,935,282 |
| Other income | 861,419 | — | — | 861,419 |
| Cost of sales | (43,237,838) | — | — | (43,237,838) |
| External supplies and services | (34,272,650) | — | — | (34,272,650) |
| Payroll expenses | (6,442,375) | — | — | (6,442,375) |
| Provisions and impairment reversals / (losses) in current assets |
(146,885) | — | — | (146,885) |
| Results related to investments | (276,204) | — | — | (276,204) |
| Other expenses | (589,411) | — | — | (589,411) |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non-current assets |
56,541,177 | — | — | 56,541,177 |
| Amortisation and depreciation | (25,980,206) | (444,579) | (261,896) | (26,686,681) |
| Impairment reversals /(losses) in non-current assets | — | — | — | — |
| Earnings before interest and taxes | 30,560,971 | (444,579) | (261,896) | 29,854,496 |
| Financial expenses | (9,056,049) | — | — | (9,056,049) |
| Financial income | 708,981 | — | — | 708,981 |
| Profit before income tax and CESE | 22,213,903 | (444,579) | (261,896) | 21,507,428 |
| Income tax | (8,389,145) | 84,470 | 65,474 | (8,239,201) |
|---|---|---|---|---|
| Energy sector extraordinary contribution (CESE) | (1,015,013) | — | — | (1,015,013) |
| Consolidated net profit for the period | 12,809,745 | (360,109) | (196,422) | 12,253,214 |
| Attributable to: | ||||
| Equity holders of the parent | 8,016,098 | (183,655) | (82,870) | 7,749,573 |
| Non-controlling interests | 4,793,647 | (176,454) | (113,552) | 4,503,641 |
| 12,809,745 | (360,109) | (196,422) | 12,253,214 | |
| Earnings per share | ||||
| Basic | 0.10 | 0.10 | ||
| Diluted | 0.10 | 0.10 | ||
The impacts of the restatement on the consolidated statement of other comprehensive income as at 31 December 2021 are detailed as follows:
At the level of the consolidated statement of changes in equity as at 31 December 2021, the impacts of the restatement are as follows:
Additionally, it should be noted that this restatement had no impacts in the consolidated cash flow statement for the financial year ended 31 December 2021.
As at 31 December 2022 and 2021, the amount recognised under "Goodwill" can be detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Tilbury Green Power | 40,354,107 | 42,615,482 |
| Greenvolt Power Group 1) | 61,527,275 | 59,154,594 |
| Greenvolt Next Portugal | 3,272,744 | 3,272,744 |
| Perfecta Energía | 8,880,565 | 8,880,566 |
| Univergy Autoconsumo 1) | 8,006,331 | — |
| 122,041,022 | 113,923,386 |
1) Includes Goodwill calculated in the sub-consolidated
The movements in the balance of this line item in the financial year ended 31 December 2022 and 2021 are detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Balance as at 1 January (Restated) | 113,923,386 | — |
| Goodwill calculation (Note 7) | 11,388,624 | 114,023,848 |
| Effect of exchange rate variation | (3,270,988) | (100,462) |
| Balance as at 31 December | 122,041,022 | 113,923,386 |
The acquisitions made during 2021 and 2022, and mentioned in Note 7, originated the Goodwill amount as at December 31, 2022.
The recoverability of Goodwill in subsidiaries is assessed on an annual basis, regardless of the existence of evidence of impairment. The recoverable amount is determined based on the value in use of the assets, calculated using valuation methodologies supported by discounted cash flow techniques, considering market conditions, the time value of money and the business risks. Any eventual impairment losses are recognised in the income statement for the period.
During the years ended 31 December 2022 and 2021, the Group carried out an impairment analysis of Goodwill, and as a result of this analysis, no impairment losses were recognized.
The discount rates used reflect the best estimate of the specific risks of each cash-generating units, ranging from 5.6% to 10%, depending on the geography and business.
In the biomass segment, the Group performed a discounted cash flow valuation, based on the business plans of the Tilbury power plant until the end of the tariff period or expected useful life of the plant. It should be noted that the majority of Tilbury's operating costs are contractually defined and are largely dependent on inflation or Retail Price Index.
In the utility scale segment (Greenvolt Power), the impairment test at the end of the year ended 31 December 2022 was based on the best available information regarding the projects that the Group expects to be developed in the coming years and that it has in its pipeline, adjusted by the probability of their completion ("milestones", such as obtaining environmental licenses, grid connection, secured leases, among others). It was assumed the sale of all projects in the pipeline (in Ready to Build), with prices varying by technology and country and ranging between 150,000
Euros/MW and 300,000 Euros/MW, values understood as conservative when compared to current market prices.
In the distributed generation segment, business plans were prepared using projected cash flows for five-year periods, based on operational metrics indicated by the subsidiaries' management in each geography and for each type of market (B2B and B2C), varying according to the MW of installation. A conservative multiple of output was considered in relation to market benchmarks.
It should be noted that, considering Perfecta's negative results for the year ended 31 December 2022, the Group carried out a stress test that considers a reduction in revenue compared to the business plan and budget prepared by management for the projected period, but still presents a relevant level of challenge for the future. Management considers that the constraints experienced during 2022 will be overcome through the acquisition of installation companies that will allow for an increase in MW installed during the coming periods.
The Group has also performed sensitivity analyses on the various valuations, which have not led to material variations in the recovery values and therefore no additional material impairments would arise.
In accordance with the accounting policies described under Note 3.h), financial instruments were classified as follows:
| 31 December 2022 | Note | Financial assets recorded at amortised cost |
Assets recorded at fair value through other comprehensive income |
Assets recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Non-current assets | |||||
| Other non-current assets | 20 | 95,903 | — | — | 95,903 |
| Other debts from third parties | 18 | 32,613,610 | — | — | 32,613,610 |
| Derivative financial instruments |
25 | — | 20,037,653 | — | 20,037,653 |
| 32,709,513 | 20,037,653 | — | 52,747,166 | ||
| Current assets | |||||
| Trade receivables Assets associated with contracts with customers |
17 17 |
22,996,862 32,772,725 |
— — |
— — |
22,996,862 32,772,725 |
| Other receivables | 18 | 64,909,373 | — | — | 64,909,373 |
| Derivative financial instruments |
25 | — | 5,236,427 | — | 5,236,427 |
| Cash and cash equivalents | 21 | 380,992,703 | — | — | 380,992,703 |
| 501,671,663 | 5,236,427 | — | 506,908,090 | ||
| 534,381,176 | 25,274,080 | — | 559,655,256 |
| 31 December 2021 (Restated) |
Note | Financial assets recorded at amortised cost |
Assets recorded at fair value through other comprehensive income |
Assets recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Non-current assets | |||||
| Other debts from third parties | 18 | 3,337,895 | — | — | 3,337,895 |
| Derivative financial instruments |
25 | — | 1,333,293 | — | 1,333,293 |
| 3,337,895 | 1,333,293 | — | 4,671,188 | ||
| Current assets | |||||
| Trade receivables | 17 | 13,123,381 | — | — | 13,123,381 |
| Assets associated with contracts with customers |
17 | 28,698,328 | — | — | 28,698,328 |
| Other receivables | 18 | 20,556,220 | — | — | 20,556,220 |
| Cash and cash equivalents | 21 | 258,757,013 | — | — | 258,757,013 |
| 321,134,942 | — | — | 321,134,942 | ||
| 324,472,837 | 1,333,293 | — | 325,806,130 |
| 31 December 2022 | Note | Financial liabilities recorded at amortised cost |
Liabilities recorded at fair value through other comprehensive income |
Liabilities recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Non-current liabilities | |||||
| Bank loans | 24 | 147,479,610 | — | — | 147,479,610 |
| Bond loans | 24 | 411,742,610 | — | — | 411,742,610 |
| Other loans | 24 | 39,645,411 | — | — | 39,645,411 |
| Shareholders loans | 31 | 38,660,083 | — | — | 38,660,083 |
| Lease liabilities | 13.2 | 74,072,038 | — | — | 74,072,038 |
| Other payables | 29 | 31,942 | — | 22,732,313 | 22,764,255 |
| Derivative financial instruments |
25 | — | 56,916,400 | — | 56,916,400 |
| 711,631,694 | 56,916,400 | 22,732,313 | 791,280,407 | ||
| Current liabilities | |||||
| Bank loans | 24 | 70,741,330 | — | — | 70,741,330 |
| Bond loans | 24 | 4,044,016 | — | — | 4,044,016 |
| Other loans | 24 | 40,184,276 | — | — | 40,184,276 |
| Lease liabilities | 13.2 | 2,146,262 | — | — | 2,146,262 |
| Trade payables | 27 | 34,518,761 | — | — | 34,518,761 |
| Liabilities associated with contracts with customers |
29 | 4,554,187 | — | — | 4,554,187 |
| Other payables | 29 | 9,304,662 | — | 35,777,099 | 45,081,761 |
| Other current liabilities | 29 | 9,017,135 | — | — | 9,017,135 |
| Derivative financial instruments |
25 | — | 2,328,554 | — | 2,328,554 |
| 174,510,629 | 2,328,554 | 35,777,099 | 212,616,282 | ||
| 886,142,323 | 59,244,954 | 58,509,412 1,003,896,689 |
| 31 December 2021 (Restated) |
Note | Financial liabilities recorded at amortised cost |
Liabilities recorded at fair value through other comprehensive income |
Liabilities recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Non-current liabilities | |||||
| Bank loans | 24 | 160,576,657 | — | — | 160,576,657 |
| Bond loans | 24 | 169,646,308 | — | — | 169,646,308 |
| Other loans | 24 | 39,521,862 | — | — | 39,521,862 |
| Shareholders loans | 31 | 40,826,529 | — | — | 40,826,529 |
| Lease liabilities | 13.2 | 67,071,085 | — | — | 67,071,085 |
| Other payables | 29 | — | — | 16,289,251 | 16,289,251 |
| Derivative financial instruments |
25 | — | 37,458,126 | — | 37,458,126 |
| 477,642,441 | 37,458,126 | 16,289,251 | 531,389,818 | ||
| Current liabilities | |||||
| Bank loans | 24 | 6,369,435 | — | — | 6,369,435 |
| Bond loans | 24 | 2,933,588 | — | — | 2,933,588 |
| Other loans | 24 | 20,490,460 | — | — | 20,490,460 |
| 31 December 2021 (Restated) |
Note | Financial liabilities recorded at amortised cost |
Liabilities recorded at fair value through other comprehensive income |
Liabilities recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Lease liabilities | 13.2 | 876,529 | — | — | 876,529 |
| Trade payables | 27 | 17,883,811 | — | — | 17,883,811 |
| Other payables | 29 | 15,426,230 | — | 400,000 | 15,826,230 |
| Other current liabilities | 29 | 6,400,096 | — | — | 6,400,096 |
| Derivative financial instruments |
25 | — | 303,438 | — | 303,438 |
| 70,380,149 | 303,438 | 400,000 | 71,083,587 | ||
| 548,022,590 | 37,761,564 | 16,689,251 | 602,473,405 |
The fair value of financial instruments is based, whenever possible, on market valuations. If there are restrictions, the fair value is determined through generally accepted valuation models, based on discounted future cash flow techniques and valuation models based on market data such as yield curves, energy price curves or exchange rates.
The following table shows the financial instruments that are measured at fair value after initial recognition, grouped into three levels according to the possibility of observing their fair value in the market:
| 31.12.2022 | ||||
|---|---|---|---|---|
| Level | Level 2 | Level 3 | ||
| Financial assets recorded at fair value: | ||||
| Derivative financial instruments (Note 25) | — | 25,274,080 | — | |
| Financial liabilities recorded at fair value: | ||||
| Derivative financial instruments (Note 25) | — | 59,244,954 | — | |
| 31.12.2021 | ||||
| Level | Level 2 | Level 3 | ||
| Financial assets recorded at fair value: | ||||
| Derivative financial instruments (Note 25) | — | 1,333,293 | — | |
| Financial liabilities recorded at fair value: |
As at December 31, 2022 and 2021 there are no financial assets whose terms have been renegotiated and which, if not, would fall due or impaired.
During the financial years ended 31 December 2022 and 2021 the movement occurred in the value of property, plant and equipment, as well as in the corresponding amortization and accumulated impairment losses, was as follows:
| Land and buildings |
Basic equipment |
Transport equipment |
Administrative equipment |
Other tangible assets |
Property, plant and equipment in progress |
Total | |
|---|---|---|---|---|---|---|---|
| Asset gross value | |||||||
| Balance at 1 January 2021 |
937,545 | 262,127,918 | 165,122 | 32,208 | — | 1,068,000 | 264,330,793 |
| Additions | 57,956 | 3,401,871 | 33,496 | 68,328 | 5,210 | 12,528,625 | 16,095,486 |
| Changes in the consolidation perimeter |
80,000 | 204,730,606 | 87,280 | 101,946 | 255,177 | 5,991,442 | 211,246,451 |
| Disposals and write-offs | — | (277,642) | — | — | — | — | (277,642) |
| Effect of exchange rate variation |
— | 4,358,036 | (1,026) | (1,644) | — | (99,616) | 4,255,750 |
| Transfers | — | 4,194,707 | — | — | — | (4,194,707) | — |
| Balance as at 31 December 2021 |
1,075,501 | 478,535,496 | 284,872 | 200,838 | 260,387 | 15,293,744 | 495,650,838 |
| Balance as at 1 January 2022 |
1,075,501 | 478,535,496 | 284,872 | 200,838 | 260,387 | 15,293,744 | 495,650,838 |
| Additions | 1,277,608 | 23,557 | 266,206 | 287,748 | 113,025 | 127,406,874 | 129,375,018 |
| Changes in the consolidation perimeter (Note 7) |
616,639 | 34,944,553 | 29,543 | 67,936 | — | — | 35,658,671 |
| Disposals and write-offs | — | (2,156,700) | (5,010) | (7,584) | — | — | (2,169,294) |
| Dismantling costs | — | (3,706,511) | — | — | — | — | (3,706,511) |
| Effect of exchange rate variation |
3,343 | (12,225,504) | 6,594 | 8,699 | 13,919 | (48,049) | (12,240,998) |
| Transfers | 171,974 | 6,098,816 | — | 377,531 | — | (6,648,321) | — |
| Balance as at 31 December 2022 |
3,145,065 | 501,513,707 | 582,205 | 935,168 | 387,331 | 136,004,248 | 642,567,724 |
| Accumulated amortization and impairment losses | |||||||
| Balance at 1 January 2021 |
144,493 | 103,548,460 | 159,519 | 12,076 | — | — | 103,864,548 |
| Additions | 10,355 | 21,629,164 | 11,916 | 18,894 | 20,055 | — | 21,690,384 |
| Effect of exchange rate |
| variation | — | 79,906 | (7) | (16) | — | — | 79,883 |
|---|---|---|---|---|---|---|---|
| Transfers | — | — | — | — | — | — | — |
| Balance as at 31 December 2021 |
154,848 | 125,257,530 | 171,428 | 30,954 | 20,055 | — | 125,634,815 |
| Balance as at 1 January 2022 |
154,848 | 125,257,530 | 171,428 | 30,954 | 20,055 | — | 125,634,815 |
| Additions | 51,893 | 29,996,547 | 63,376 | 232,765 | 133,673 | — | 30,478,254 |
| Disposals and write-offs | — | (1,595,051) | — | (6,475) | — | — | (1,601,526) |
| Effect of exchange rate variation |
— | (2,023,968) | 19,020 | 20,911 | 17,459 | — | (1,966,578) |
| Transfers | — | — | — | — | — | — | — |
| Balance as at 31 December 2022 |
206,741 | 151,635,058 | 253,824 | 278,155 | 171,187 | — | 152,544,965 |
| Carrying amount | |||||||
| At 31 December 2021 | 920,653 | 353,277,966 | 113,444 | 169,884 | 240,332 | 15,293,744 | 370,016,023 |
| At 31 December 2022 | 2,938,324 | 349,878,649 | 328,381 | 657,013 | 216,144 | 136,004,248 | 490,022,759 |
During the financial years ended 31 December 2022 and 2021, the amortization for the year totalled 30,478,254 Euros and 21,690,384 Euros, respectively, and was recorded under the income statement line item "Amortization and depreciation" (Note 37).
In 2022, the changes in the consolidation perimeter (see Note 7) essentially include the increase of 35.5 million Euros, as a result of the acquisition of Lions park in Romania (this amount also reflects the effect of the purchase price allocation exercise, as referred in Note 7).
The additions of the year mainly relate to "Property, plant and equipment in progress" and essentially refer to the acquisition of a wind farm under construction in Poland, in the amount of 38.0 million Euros, as well as additions resulting from the development of several wind farms and solar photovoltaic parks in Poland, Greece, Iceland and France - these acquisitions, related to the subsidiaries KSME, Greenvolt Power France, Power4Power, VRW 11, VRW 1, Greenvolt Power EM Orka, V-Ridium Zaklików, VRS 7 and Menelou, totalize about 42.0 million Euros. This caption also includes 16.7 million relating to the construction of the solar photovoltaic park of Tábua, in Portugal, which will start operating in 2023, as well as 9.1 million Euros relating to the ongoing UPACs in Greenvolt Next Portugal II Invest and Greenvolt Comunidades II.
In 2021, the changes in the consolidation perimeter essentially include the increase of 204,656 thousand Euros resulting from the acquisition of Tilbury (including the effect of the purchase price allocation of the Tilbury assets, in the amount of 42,804 thousand Euros), and the increase of 6,108 thousand Euros resulting from the acquisition of V-Ridium (including the effect of the purchase price allocation exercise, in the amount of 5,081 thousand Euros).
The line item "Basic equipment" includes the assets associated with the Group's biomass power plants in Portugal and United Kingdom, as well as equipment associated with Lions Park. During the financial year ended December 31, 2021, the Group acquired the Tilbury plant, whose net assets amounted to 204,656 thousand Euros at that date and are installed in the leased land of the Port of Tilbury (Note 13). The biomass plants in Portugal are located on land leased from Altri Group companies, which are reflected under the line item "Right-of-use assets" (Note 13).
During the financial year ended December 31, 2021, the Group carried out the scheduled maintenance shutdown of Ródão plant, which implied a major repair of the turbine. This schedule maintenance shutdown occurs after 100,000 hours of operation, and consisted of basic equipment additions in the total amount of 5 million Euros (including the amounts recorded under "Transfers"), and will allow an increase in the operation's efficiency.
As at 31 December 2022 and 2021 the line item "Property, plant and equipment in progress" refers to the following projects:
31.12.2022 31.12.2021 Ongoing projects (Greenvolt Power) 96,910,189 8,141,931 Solar photovoltaic park (Golditábua) 20,824,040 4,084,650 UPACs 7,675,730 854,266 UPPs (Greenvolt) 5,820,652 1,027,386 Development costs of Águeda power plant 1,841,503 — Batteries installation (SBM) 891,929 — Steam line (Ródão) — 797,111 Other projects 2,040,205 388,400 136,004,248 15,293,744
As at 31 December 2022, financial expenses amounting to approximately 199 thousand Euros were capitalised, relating to the development of assets by Greenvolt Power subsidiaries (as at 31 December 2021, no financial expenses were capitalised).
The ongoing projects in Greenvolt Power mainly include a wind farm under construction in Poland, in the amount of 38.0 million Euros, as well as values related to the development of several wind farms and solar photovoltaic parks in Poland, Greece, Iceland, France, among others - these acquisitions, concerning the subsidiaries VRW 11, V-Ridium Zaklików, Menelou, Power4Power, VRS 7, Greenvolt Power EM Orka, KSME, Greenvolt Power France, VRW 1, VRS 14 and Green Repower Photovoltaic, totalled approximately 43.7 million Euros as at 31 December 2022.
It should be noted that on 1 July 2020, a concession contract was signed with the Municipality of Mortágua and whose execution depends, as provided for in the aforementioned contract, on the approval, by the competent authorities, of the requests for the setting up and operation of the plant valuation of Mortágua forest biomass, under the terms of Decree-Law no. 64/2017, of 12/06 (as amended by Decree-Law no. 120/2019, of 22/08), and that implemented the special and extraordinary regime for the installation and exploration, by municipalities, of a new biomass power plant and that will surely bring synergies to the existing project.
During the financial year ended 31 December 2022 and 2021, the movement that occurred in the amount of right-of-use assets, as well as the corresponding amortization, was detailed as follows:
| Land and buildings |
Transport equipment |
Total | |
|---|---|---|---|
| Asset gross value | |||
| Balance as at 1 January 2021 | 8,407,538 | — | 8,407,538 |
| Changes in the consolidation perimeter | 57,931,878 | 363,583 | 58,295,461 |
| Additions | 2,560,403 | 265,786 | 2,826,189 |
| Effect of exchange rate variation | 1,215,002 | (3,448) | 1,211,554 |
| Transfers | — | — | — |
| Balance as at 31 December 2021 | 70,114,821 | 625,921 | 70,740,742 |
| Balance as at 1 January 2022 | 70,114,821 | 625,921 | 70,740,742 |
| Additions | 12,613,540 | 829,586 | 13,443,126 |
| Disposals and write-offs | — | (9,227) | (9,227) |
| Effect of exchange rate variation | (3,245,456) | (5,746) | (3,251,202) |
| Transfers | — | — | — |
| Balance as at 31 December 2022 | 79,482,905 | 1,440,534 | 80,923,439 |
| Amortization | |||
| Balance as at 1 January 2021 | 2,973,963 | — | 2,973,963 |
| Changes in the consolidation perimeter | — | — | — |
| Additions | 1,381,153 | 76,210 | 1,457,363 |
| Effect of exchange rate variation | 11,919 | (49) | 11,870 |
| Balance as at 31 December 2021 | 4,367,035 | 76,161 | 4,443,196 |
| Balance as at 1 January 2022 | 4,367,035 | 76,161 | 4,443,196 |
| Additions | 3,153,535 | 319,838 | 3,473,373 |
| Disposals and write-offs | — | (4,282) | (4,282) |
| Effect of exchange rate variation | (114,556) | (946) | (115,502) |
| Balance as at 31 December 2022 | 7,406,014 | 390,771 | 7,796,785 |
| Carrying amount | |||
| At 31 December 2022 72,076,891 1,049,763 |
At 31 December 2021 | 65,747,786 | 549,760 | 66,297,546 |
|---|---|---|---|---|
| 73,126,654 |
The line item "Land and buildings" includes the lease agreements established with Altri Group companies, namely, Celbi, S.A., Caima, S.A. and Biotek, S.A., related with the land on which the Group's power plants / projects are located. In addition, with the acquisition of Tilbury in 2021, this line item also includes 56,103 thousand Euros related with the lease agreement of the land on which the power plant is located, in the Port of Tilbury.
The additions in 2022 mainly relate to Greenvolt Power and are associated with new contracts for the installation of wind farms and solar photovoltaic parks. Moreover, it should be noted that the additions also reflect the impact of a contractual amendment to the lease agreement for the Tilbury power plant, which implied a rent update based on the Retail Price Index (impact of approximately 3.5 million Euros, also reflected in the additions of lease liabilities - see note 13.2).
The main contractual terms of these lease agreements are presented as follows:
| Power plant | Figueira da Foz | Constância | Vila Velha de Ródão |
Mondego (Figueira da Foz) |
Tilbury |
|---|---|---|---|---|---|
| Lease term | March 2034 | June 2034 | December 2031 | July 2044 | April 2054 |
| Rents update | Consumer Price Index Consumer Price Index Consumer Price Index Consumer Price Index | 2% / CPI |
In addition, the following amounts were recognised in 2022 and 2021 as expenses related to right-of-use assets:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Depreciation of right-of-use assets (Note 37) | 3,473,373 | 1,457,362 |
| Interest expenses related to lease liabilities (Note 38) | 3,033,912 | 1,526,124 |
| Total amount recognised in the income statement | 6,507,285 | 2,983,486 |
During the financial years ended 31 December 2022 and 2021, the movement in lease liabilities was as follows:
| 31.12.2021 | 31.12.2021 | ||
|---|---|---|---|
| Opening balance | 67,947,614 | 6,121,006 | |
| Changes in the consolidation perimeter | — | 58,319,448 | |
| Additions | 13,451,644 | 2,833,812 | |
| Interest (Note 38) | 3,033,912 | 1,526,124 | |
| Payments | (5,164,328) | (2,059,341) | |
| Other | 205,136 | — | |
| Effect of exchange rate variation | (3,245,109) | 1,206,565 | |
| Closing balance | 76,228,869 | 67,947,614 | |
| Current | 2,156,831 | 876,529 | |
| Non-current | 74,072,038 | 67,071,085 |
The repayment term of the lease liabilities is as follows:
| 31.12.2022 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | >2026 | Total | |
| Lease liabilities | 2,156,831 | 2,504,622 | 1,782,571 | 1,237,658 | 68,547,187 | 76,228,869 |
| 2,156,831 | 2,504,622 | 1,782,571 | 1,237,658 | 68,547,187 | 76,228,869 |
| 31.12.2021 | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | >2025 | Total | |
| Lease liabilities | 876,529 | 907,158 | 831,925 | 751,100 | 64,580,902 | 67,947,614 |
| 876,529 | 907,158 | 831,925 | 751,100 | 64,580,902 | 67,947,614 |
During the financial years ended 31 December 2022 and 2021, the movements that occurred in the value of intangible assets, as well as in the corresponding amortization and accumulated impairment losses, were as follows:
| Licenses | Other intangible assets |
Intangible assets in progress |
Total | |
|---|---|---|---|---|
| Asset gross value | ||||
| Balance as at 1 January 2021 | 20,600,276 | — | 2,921,894 | 23,522,170 |
| Changes in the consolidation perimeter - Restated | — | 58,830,137 | — | 58,830,137 |
| Additions - Restated | 398,257 | 20,797,703 | 15,790,491 | 36,986,451 |
| Effect of exchange rate variation - Restated | — | 1,509,467 | (15,154) | 1,494,313 |
| Transfers | — | — | — | — |
| Balance as at 31 December 2021 - Restated | 20,998,533 | 81,137,307 | 18,697,231 | 120,833,071 |
| Balance as at 1 January 2022 - Restated | 20,998,533 | 81,137,307 | 18,697,231 | 120,833,071 |
| Changes in the consolidation perimeter (Note 7) | — | 49,686,225 | — | 49,686,225 |
| Additions | — | 368,599 | 27,237,375 | 27,605,974 |
| Disposals and write-offs | — | (7,043) | — | (7,043) |
| Effect of exchange rate variation | — | (4,141,842) | (7,686) | (4,149,528) |
| Transfers | — | — | (98,539) | (98,539) |
| Balance as at 31 December 2022 | 20,998,533 | 127,043,246 | 45,828,381 | 193,870,160 |
| Accumulated amortization and impairment losses | ||||
| Balance as at 1 January 2021 | 16,726,295 | — | — | 16,726,295 |
| Additions - Restated | 354,742 | 3,184,193 | — | 3,538,935 |
| Changes in the consolidation perimeter - Restated | — | 37,020 | — | 37,020 |
| Disposals and write-offs | — | — | — | — |
| Transfers | — | — | — | — |
| Balance as at 31 December 2021 | 17,081,037 | 3,221,213 | — | 20,302,250 |
| Balance as at 1 January 2022 | 17,081,037 | 3,221,213 | — | 20,302,250 |
| Additions | 354,742 | 8,748,614 | — | 9,103,356 |
| Impairment (reversals) / losses | (4,654,867) | — | — | (4,654,867) |
| Effect of exchange rate variation | — | (363,743) | — | (363,743) |
| Transfers | — | — | — | — |
| Balance as at 31 December 2022 | 12,780,912 | 11,606,084 | — | 24,386,996 |
| Carrying amount | ||||
| At 31 December 2021 - Restated | 3,917,496 | 77,916,094 | 18,697,231 | 100,530,821 |
| At 31 December 2022 | 8,217,621 | 115,437,162 | 45,828,381 | 169,483,164 |
During the financial years ended 31 December 2022 and 2021, the amortizations of the intangible assets amounted to 9,103,356 Euros and 3,538,935 Euros, respectively, and were recorded under the income statement line item "Amortization and depreciation" (Note 37).
The changes in consolidation perimeter as at 31 December 2022 (see Note 7) in "Other intangible assets" essentially refer to the purchase price allocation exercises concerning Lions and Oak Creek, in the total amount of 49.3 million Euros, as referred in Note 7.
In turn, the changes in consolidation perimeter as at 31 December 2021 in "Other intangible assets" essentially refer to the Tilbury's purchase price allocation exercise, which identified
intangible assets associated with the initial power purchase agreement of Tilbury, which was valued in 58.0 million Euros (this amount includes as impact of 12.5 million Euros arising from the restatement performed in accordance with IFRS 3, as detailed in Note 9).
As at 31 December 2022, the increase in "Intangible assets in progress" essentially refers to the acquisitions of groups of assets made by Greenvolt Power, namely the acquisitions of Green Repower Photovoltaic, VRW 22, VRW 23 and VRW 24, V-Ridium Amvrakia Eregeiaki Anonimi Etaireia ("Made") and Mizar Energia (entities acquired in 2022), Merak Energia, Rensol and KSME (entities acquired in 2021, and whose additional capitalisations resulting from the evolution of the projects were also reflected under Intangible Assets), which have associated liabilities depending on the achievement of future milestones.
In 2021, the additions in "Other intangible assets" essentially include the increase of 20.0 million Euros as a result of the acquisition of Tilbury, associated with the supplemental Power Purchase Agreement with ESB Independent Generation Trading Limited.
The line item "Licenses" refers essentially to the fair value determined in the acquisition of Ródão Power - Energia e Biomassa do Ródão, S.A. During the financial year ended 31 December 2022, following the impairment analysis per power plant, an impairment reversal of 4,654,867 Euros was recorded regarding the license (which had been recognised as at 1 January 2018), and the corresponding deferred tax liabilities were increased. This impairment reversal results from the discounted cash flow evaluation made by the Group with reference to 31 December 2022, which was based on the business plan of Ródão power plant until the end of its expected useful life. The WACC rate considered in this exercise was 5.9%, applicable to valuations performed by the Group for Portuguese companies.
In the period ended 31 December 2022, in accordance with the existing business plan for the Group's business units, the Board of Directors understands that there are no evidences of impairment in the Group.
As at 31 December 2022 and 2021, the amount recorded under the line item 'Inventories' can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Goods | 25,558,049 | 873,562 |
| Raw materials, subsidiaries and consumables | 184,863 | 1,906 |
| 25,742,913 | 875,469 | |
| Accumulated impairment losses | — | — |
| 25,742,913 | 875,469 |
The increase in this caption (when compared to the previous year) is essentially justified by the growth in the activity of companies in the distributed generation segment, namely Greenvolt Next Portugal, with total Inventories of 21,572 thousand Euros (of which 12,129 thousand Euros relate to goods in transit as at 31 December 2022).
The cost of sales for the financial years ended 31 December 2022 and 2021 amounted to 79,326,504 Euros and 43,237,838 Euros, respectively.
According to current Portuguese legislation, tax returns are subject to review and correction by the Portuguese tax authorities during a period of four years (five years for Social Security), except when there have been tax losses, tax benefits granted, or when inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the deadlines are extended or suspended. Therefore, the Group's tax returns since 2018 may still be subject to review.
With reference to the fiscal year 2022, Greenvolt is taxed under the special group taxation regime ("RETGS"), being the parent company of the tax group that also comprises the following companies:
In accordance with tax legislation in Poland, Romania, Italy, Greece, Bulgaria, Serbia and Hungary, tax returns are subject to review and correction by the tax authorities for a period of five years. In France, United States of America and Denmark, legislation provides a three year period for reviewing and correcting tax returns, and, in Iceland, such period is six years.
Under English, Spanish and German law, tax returns are subject to review and correction by the tax authorities for a period of four years.
The Group's Board of Directors considers that any corrections resulting from reviews/ inspections by the tax authorities to those tax returns will not have a material effect on the consolidated financial statements as at 31 December 2022 and 2021.
Deferred tax assets and liabilities as at 31 December 2022 and 2021 (restated values, as detailed in Note 9), according to the temporary differences generating them, are detailed as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 (Restated) |
31.12.2022 | 31.12.2021 (Restated) |
|
| Provisions and impairment losses not accepted for tax purposes |
1,457,309 | 452,840 | — | — |
| Fair value of the PPA (purchase price allocation) | — | — | 22,028,159 | 16,047,922 |
| Tax losses carried forward | 10,754,827 | 8,754,823 | — | — |
| Dismantling provision | 1,489,073 | 1,294,422 | — | — |
| Temporary differences in Property, plant and equipment | 257,617 | — | 15,241,472 | 12,619,439 |
| Differences between accounting and tax depreciations | — | — | 9,458,780 | 7,390,866 |
| Right-of-use assets | 639,180 | 371,405 | — | — |
| Fair value of the derivative instruments | 8,877,568 | 9,107,068 | 376,482 | — |
| Others | 1,096,716 | 609,928 | 10,393 | — |
| Offset of deferred tax assets and liabilities | (3,223,067) | — | (3,223,067) | — |
| 21,349,223 | 20,590,486 | 43,892,219 | 36,058,227 |
The movement that occurred in the deferred taxes in the financial years ended 31 December 2022 and 2021 were as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 (Restated) |
31.12.2022 | 31.12.2021 (Restated) |
|
| Opening balance | 20,590,486 | 1,493,924 | 36,058,227 | 3,258,306 |
| Changes in the consolidation perimeter (Note 7) | 860,967 | 11,224,603 | 6,819,602 | 29,138,139 |
| Effects on income statement: | ||||
| Increase/(Reduction) of provisions and impairment losses | 112,058 | 413,678 | — | — |
| Fair value of the PPA (purchase price allocation) | 169,949 | — | 124,787 | (789,818) |
| Tax losses carried forward | (634,223) | (2,237,878) | 367,176 | — |
| Dismantling provision | 194,652 | 173,784 | — | — |
| Temporary differences in Property, plant and equipment | 257,544 | — | (778,419) | (177,694) |
| Differences between accounting and tax depreciations | — | — | 2,559,699 | 4,005,924 |
| Right-of-use assets | 436,463 | 212,928 | — | — |
| Other effects | 17,819 | 21,613 | 51,687 | (1,863) |
| Total effects on income statement | 554,262 | (1,415,875) | 2,324,930 | 3,036,549 |
| Effects on equity: | ||||
| Fair value of the derivative instruments | 258,457 | 8,984,998 | 376,467 | — |
| Total effects on other comprehensive income | 258,457 | 8,984,998 | 376,467 | — |
288 5. C.F. STATEMENTS AND NOTES
Integrated Annual Report 2022
| Closing balance | 21,349,223 | 20,590,486 | 43,892,219 | 36,058,227 |
|---|---|---|---|---|
| Effect of exchange rate variation | (800,124) | 302,836 | (1,687,007) | 625,233 |
| Effect on balance sheet | (114,825) | — | — | — |
The corporate income tax rates applicable in the main countries in which Greenvolt Group operates, with reference to 31 December 2022 and 2021, are as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Portugal | 21% | 21% |
| United Kingdom | 19% | 19% |
| Poland | 19% | 19% |
| Spain | 25% | 25% |
| Italy | 24% | 24% |
| Greece | 22% | 22% |
| Romania | 16% | 16% |
| France | 26.5% | 26.5% |
| Bulgaria | 10% | 10% |
According to the legislation in force in Portugal during the years ended on 31 December 2022 and 2021, the state surcharge corresponded to the application of an additional rate of 3% on the part of taxable profit between 1.5 and 7.5 million Euros, 5% on the taxable profit portion between 7.5 and 35 million Euros and 9% on the taxable profit above 35 million Euros. In addition, under the terms of the article 88 of the Corporate Income Tax Code, the Portuguese companies are subject to autonomous taxation on a set of charges at the rates provided for in the mentioned article.
Deferred taxes to be recognized resulting from tax losses are only recorded to the extent where taxable income is likely to occur in the future and which can be used for recovering tax losses or deductible tax differences. In 2022, the Group recorded deferred tax assets related to tax losses in the amount of 10,754,827 Euros (8,754,823 Euros in 2021). This amount corresponds to tax losses carried forward, in the amount of approximately 48.2 million Euros (35.6 million Euros in 2021).
The detail of the tax losses carried forward is detailed as follows:
| 31 December 2022 | 31 December 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Tax loss | Deferred tax asset |
Limit of utilization date |
Tax loss | Deferred tax asset |
Limit of utilization date |
||
| With limited date of use: | |||||||
| Generated in 2015 | Romania | 458,514 | 73,362 | 2022 | — | — | 2022 |
| Generated in 2016 | Romania | 3,730,640 | 596,902 | 2023 | — | — | 2023 |
| Generated in 2016 | Portugal | 4,000 | 840 | 2030 | — | — | 2030 |
| Generated in 2017 | Portugal | 7,929 | 1,665 | 2024 | — | — | 2024 |
| Generated in 2017 | Poland | 10 | 1 | 2022 | — | — | 2022 |
| Generated in 2017 | Greece | 8,179 | 1,799 | 2023 | — | — | 2023 |
| Generated in 2017 | Romania | 6,123,549 | 979,768 | 2024 | — | — | 2024 |
| Generated in 2018 | Poland | 53 | 5 | 2023 | — | — | 2023 |
| Generated in 2018 | Romania | 1,662,617 | 266,019 | 2025 | — | — | 2025 |
| Generated in 2019 | Poland | 58,446 | 11,105 | 2024 | — | — | 2024 |
| Generated in 2019 | Greece | 7,014 | 1,543 | 2025 | — | — | 2025 |
| Generated in 2019 | Romania | 4,299,715 | 687,954 | 2026 | — | — | 2026 |
| Generated in 2020 | Poland | 39,501 | 5,441 | 2025 | 407,830 | 77,488 | 2025 |
| Generated in 2020 | Greece | 23,009 | 5,062 | 2026 | — | — | 2026 |
| Generated in 2020 | Romania | 3,800,839 | 608,134 | 2027 | — | — | 2027 |
| Generated in 2021 | Portugal | 171,050 | 35,920 | 2033 | 210,100 | 44,192 | 2033 |
| Generated in 2021 | Bulgaria | 294,491 | 29,449 | 2027 | — | — | 2027 |
| Generated in 2021 | Poland | 427,931 | 81,307 | 2026 | 1,746,325 | 331,802 | 2026 |
| Generated in 2021 | Greece | 115,183 | 25,340 | 2027 | — | — | 2027 |
| Generated in 2022 | Portugal | 586,399 | 123,144 | 2027 | — | — | 2027 |
| Generated in 2022 | Bulgaria | 1,758,843 | 175,884 | 2028 | — | — | 2028 |
| Generated in 2022 | Poland | 408,104 | 76,791 | 2027 | — | — | 2027 |
| Generated in 2022 | Greece | 535,701 | 117,854 | 2028 | — | — | 2028 |
| 24,521,717 | 3,905,289 | 2,364,255 | 453,482 | ||||
| Without limited date of use: | |||||||
| Generated in 2019 | Spain | 960,552 | 240,138 | 960,552 | 240,136 | ||
| Generated in 2019 | UK | — | — | 8,839,141 | 2,209,785 | ||
| Generated in 2020 | Spain | 207,719 | 51,930 | 207,719 | 51,930 | ||
| Generated in 2020 | UK | 10,614,234 | 3,447,310 | 22,617,788 | 5,654,447 | ||
| Generated in 2021 | France | — | — | 532,947 | 133,237 | ||
| Generated in 2021 | Italy | 65,417 | 15,700 | 49,190 | 11,806 | ||
| Generated in 2021 | Spain | 377,400 | 94,350 | — | — | ||
| Generated in 2022 | Italy | 755,042 | 181,210 | — | — | ||
| Generated in 2022 | Spain | 7,669,605 | 1,917,318 | — | — | ||
| Generated in 2022 | USA | 3,020,063 | 901,580 | — | — | ||
| 23,670,032 | 6,849,536 | 33,207,337 | 8,301,341 | ||||
| Total | 48,191,749 | 10,754,825 | 35,571,592 | 8,754,823 |
Regarding the tax losses carried forward generated by the Group's Portuguese companies, it should be noted that, from the tax period starting on January 1, 2023, and following the changes introduced by the State Budget, there is no longer a time limitation for using the tax losses generated in previous years.
The Group's Board of Directors estimates that the deferred tax assets recorded as at 31 December 2022 and 2021 are fully recoverable.
On the other hand, the detail of tax losses that did not originate deferred taxes is as follows:
| 31 December 2022 | 31 December 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Tax loss | Tax credit | Limit of utilization date |
Tax loss | Tax credit | Limit of utilization date |
|||
| With limited date of use: | ||||||||
| Generated in 2016 | Portugal | — | — | 2030 | 4,000 | — | 840 | 2030 |
| Generated in 2017 | Portugal | — | — | 2024 | 7,929 | — | 1,665 | 2024 |
| Generated in 2018 | Portugal | 924 | 194 | 2025 | 924 | — | 194 | 2025 |
| Generated in 2018 | Poland | 754 | 143 | 2023 | — | — | — | 2023 |
| Generated in 2019 | Portugal | 13,299 | 2,793 | 2026 | 13,299 | — | 2,793 | 2026 |
| Generated in 2019 | Poland | 8,160 | 1,550 | 2024 | — | — | — | 2024 |
| Generated in 2020 | Portugal | 34,151 | 7,172 | 2032 | 34,151 | — | 7,172 | 2032 |
| Generated in 2020 | Poland | 453,783 | 86,219 | 2025 | — | — | — | 2025 |
| Generated in 2021 | Portugal | 305,549 | 64,165 | 2033 | 305,549 | — | 64,165 | 2033 |
| Generated in 2021 | Poland | 1,698,653 | 322,744 | 2026 | — | — | — | 2026 |
| Generated in 2022 | Portugal | 118,856 | 24,960 | 2027 | — | — | — | 2027 |
| Generated in 2022 | Poland | 4,974,168 | 945,092 | 2027 | — | — | — | 2027 |
| 7,608,297 | 1,455,032 | 365,852 | 76,829 | |||||
| Without limited date of use: | ||||||||
| Generated in 2021 | Spain | 2,323,007 | 580,752 | 2,323,007 | 580,752 | |||
| Generated in 2022 | Spain | 361,904 | 84,735 | — | — | |||
| Generated in 2022 | France | 1,602,904 | 424,770 | — | — | |||
| 4,287,815 | 1,090,257 | 2,323,007 | 580,752 | |||||
| Total | 11,896,112 | 2,545,289 | 2,688,859 | 657,581 |
The income tax recognised in the income statement in the financial years ended 31 December 2022 and 2021 been detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Current tax | (4,362,966) | (3,786,777) |
| Deferred tax | (1,770,668) | (4,452,424) |
| (6,133,634) | (8,239,201) |
The reconciliation of the profit before income tax to the income tax and CESE for the years ended 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Profit/(loss) before income tax and CESE | 32,600,449 | 21,507,428 |
| Theoretical income tax rate | 21.00% | 21.00% |
| 6,846,094 | 4,516,560 | |
| Effects from different corporate income tax rates | (1,370,394) | (806,413) |
| Results related to joint ventures and associate companies | (2,826,456) | 54,841 |
| Provisions, impairments and amortizations not accepted for tax purposes |
69,114 | 674,593 |
| Other income and expenses not accepted for tax purposes | (312,006) | 3,185,391 |
| Surtaxes (municipal and state) | 342,741 | 664,995 |
| Autonomous taxation | 232,828 | 134,698 |
| Tax benefits | (114,614) | (153,519) |
| (Insufficiency) / Excess of income tax estimate | (571,725) | 181 |
Difference in deferred taxes calculation rate 300,893 — Tax losses that did not originate deferred tax assets 2,538,684 125,228 Other effects 998,475 (157,354) Income tax 6,133,634 8,239,201 31.12.2022 31.12.2021 (Restated)
For further detail on the captions of the statement of financial position related to income tax payable and receivable, with reference to 31 December 2022 and 2021, see Note 18.
The Extraordinary Contribution to the Energy Sector for the periods ended 31 December 2022 and 2021 amounted to 980,096 Euros and 1,015,013 Euros, respectively.
As at 31 December 2022 and 2021 these line items are detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Trade receivables, current account | 23,051,937 | 13,191,785 |
| Trade receivables, bad debt | 17,516 | — |
| 23,069,453 | 13,191,785 | |
| Accumulated impairment losses | (72,591) | (68,404) |
| Trade receivables | 22,996,862 | 13,123,381 |
| Assets associated with contracts with customers | 32,772,725 | 28,698,328 |
| Assets associated with contracts with customers | 32,772,725 | 28,698,328 |
As at 31 December 2022, the balances recorded under "Trade receivables, current account" essentially reflect the receivables related to the biomass activity, amounting to 10,264,261 Euros. This line item also includes receivable balances of 11,887,256 Euros, related to the distributed energy generation activity.
The Group does not charge any interest while payment terms (60 days, on average) are being complied with. Upon expiry of the above mentioned terms, interests are charged according with the established contracts and/or under legislation, as applicable to each situation. This will tend to occur only in extreme situations.
The balances recorded within "Assets associated with contracts with customers" are essentially related to the amount of energy supplied but not yet invoiced to the customers of biomass segment (26,163,737 Euros as at 31 December 2022 and 24,276,590 Euros as at 31 December 2021). As at 31 December 2022, this line item also includes the accrued income related to the application of the percentage of completion method in the subsidiaries of the distributed energy generation segment, in the amount of 6,165,066 Euros (4,104,697 Euros as at 31 December 2021).
The Board of Directors understands that the receivables not fallen due shall be entirely recovered, considering the history of collectability and the characteristics of the
counterparties. Additionally, with the adoption of IFRS 9, the Group calculates the expected impairment losses on accounts receivable in accordance with the criteria described in Note 3.h).
As at 31 December 2022 and 2021, the ageing of Trade receivables (net of impairment losses) can be detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Not due and due until 90 days | 20,966,508 | 12,665,179 |
| 90 - 180 days | 1,818,681 | 121,355 |
| More than 180 days | 211,673 | 336,847 |
| 22,996,862 | 13,123,381 |
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Other receivables - non-current | ||
| Related parties | 27,947,660 | 1,325,279 |
| Deposits and guarantees (grid connection) | 4,237,428 | — |
| Other receivables | 813,559 | 2,034,748 |
| 32,998,647 | 3,360,027 | |
| Accumulated impairment losses | (385,037) | (22,132) |
| 32,613,610 | 3,337,895 | |
| Other receivables - current Related parties |
47,485,735 | 19,141,271 |
| Loans granted to NIC Solar Limited | 10,543,750 | — |
| Advances to suppliers | 3,934,148 | 306,640 |
| Deposits and guarantees (grid connection) | 1,670,940 | — |
| Others | 1,456,479 | 1,213,201 |
| 65,091,052 | 20,661,112 | |
| Accumulated impairment losses | (181,679) | (94,892) |
| 64,909,373 | 20,566,220 |
As at 31 December 2022 and 2021, this caption was detailed as follows:
The balances recorded within "Other receivables – Related parties" are mostly related to loans granted to companies held by the joint venture Augusta Energy Sp. z o.o., which are granted for the development of the operational activity of those companies (i.e., development and construction of projects). The Group analyses the evidence of impairment of these loans, considering the credit risk of these assets and market data that may interfere with the probability of collection. As at 31 December 2022, these loans were not due.
Additionally, with the adoption of IFRS 9, the Group calculates the expected impairment losses for the accounts receivable in accordance with the criteria described in Note 3.h).
The convertible short-term loan granted by Greenvolt to NIC Solar Limited, amounting to 10.5 million Euros (including accrued interest), may enable the Company to increase its shareholding position in MaxSolar in the future.
As at 31 December 2022, the amounts relating to "Deposits and guarantees (grid connection)" essentially refer to guarantees provided by Greenvolt Power's subsidiaries for grid connection purposes.
The detail of the debtor and creditor balances with the State and other public entities as at 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Debtor balances: | ||
| Income tax | 3,805,678 | 679,905 |
| Total - Income tax | 3,805,678 | 679,905 |
| Value-added tax | 13,574,733 | 3,691,282 |
| Other taxes | 402,029 | 50 |
| Total - Other tax assets | 13,976,762 | 3,691,332 |
| Creditor balances: | ||
| Income tax | (17,284) | (1,213,754) |
| Total - Income tax | (17,284) | (1,213,754) |
| Value-added tax | (1,135,184) | (1,451,230) |
| Withholding taxes | (429,154) | (178,031) |
| Social Security contributions | (665,360) | (121,319) |
| Other taxes | (39,117) | (119,146) |
| Total - Other tax liabilities | (2,268,815) | (1,869,726) |
As at 31 December 2022 and 2021 the line item "Other current assets" can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Accrued income | 714,411 | — |
| Deferred costs: | ||
| Prepaid insurance | 1,304,375 | 885,196 |
| Prepaid interest | 13,318 | 184,091 |
| Other prepaid expenses | 2,844,106 | 1,213,969 |
| Total - Other current assets | 4,876,210 | 2,283,256 |
As at 31 December 2022 and 2021, the detail of "Cash and cash equivalents" was as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Bank deposits | 380,992,703 | 258,757,013 |
| Total - Cash and cash equivalents | 380,992,703 | 258,757,013 |
As at 31 December 2022, the line item "Bank deposits" includes term deposits in the amount of 145,000,000 million Euros, as well as the debt service reserve account of Lakeside BidCo Limited in the amount of 5,230,778 Pounds.
During the financial years ended 31 December 2022 and 2021, the payments related to financial investments are detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Acquisitions in the financial year ended 31 December 2020: |
||
| Golditábua | — | (2,257,502) |
| — | (2,257,502) | |
| Acquisitions in the financial year ended 31 December 2021: |
||
| Tilbury Green Power | — | (167,032,062) |
| Profit Energy | — | (1,819,984) |
| Perfecta Energía | — | (4,689,477) |
| Subsidiárias do grupo V-Ridium | — | (577,438) |
| — | (174,118,961) | |
| Acquisitions in the financial year ended 31 December 2022 (Note 7): |
||
| Oak Creek Group | (658,199) | — |
| Univergy Autoconsumo | (2,185,864) | — |
| LJG Green Source Energy Alpha (LIONS) | (36,796,202) | — |
| Vipresol | (126,057) | — |
| (39,766,322) | — | |
| (39,766,322) | (176,376,463) |
As at 31 December 2021, the share capital of Greenvolt was fully subscribed and realised, and was composed of 121,376,470 ordinary, book-entry, nominative shares, without nominal value.
At the General Meeting, held on 31 March 2021, it was unanimously approved that (i) "Retained earnings", in the amount of 19,950,000 Euros, would be incorporated as the Company's share capital and that (ii) the shareholders would perform a share capital increase, in cash, amounting to 50,000,000 Euros.
Subsequently, on July 14, 2021, an increase in Greenvolt's share capital amounting to 177,599,998.75 Euros was recorded, following which 41,788,235 new ordinary, book-entry, nominative shares, without nominal value, were issued at a unit subscription price of 4.25 Euros, leading to a share capital of 247,599,998.75 Euros, represented by 116,788,235
ordinary, book-entry, nominative shares without nominal value. These shares were subscribed:
On July 26, 2021, the Joint Global Coordinators, acting in the name and on behalf of the Managers, exercised the Greenshoe Option, resulting in the issue by Greenvolt of 4,588,235 additional shares, with a unit price of 4.25 Euros per share. Accordingly, Greenvolt resolved on the corresponding additional capital increase in the amount of 19,499,998.75 Euros, carried out through the issue of the new optional shares. As such, the share capital of the Group, which amounted to 247,599,998.75 Euros, became, at that date, 267,099,997.50 Euros, represented by 121,376,470 ordinary, book-entry, nominative shares without nominal value.
In July 2022, Greenvolt carried out a capital increase, which comprised the issue of 17,792,576 new ordinary, book-entry, nominative shares, without nominal value, with a unit price of 5.62 Euros per share, with subscription reserved to Greenvolt shareholders exercising their legal pre-emption rights and to other investors who have acquired Subscription Rights. Therefore, the share capital of Greenvolt increased from 267,099,997.50 Euros to 367,094,274.62 Euros, and is now represented by 139,169,046 ordinary, book-entry, nominative shares, without nominal value.
As previously mentioned, on July 14, 2021, V-Ridium Europe Sp. z.o.o. subscribed 11,200,000 shares of Greenvolt, with an issuance premium in the amount of 8,400,000 Euros.
Additionally, as provided by IAS 32, the transaction costs associated with the issue of new shares, in the amount of 11,890,429 Euros (7,627,388 Euros related to the total costs with the capital increase occurred in 2021 and 4,263,041 Euros related to the capital increase occurred in 2022), were accounted for as a deduction from equity, in caption "Issuance premium", as they represent incremental costs, directly attributable to the issue of new shares.
The Portuguese commercial legislation establishes that at least 5% of the annual net profit must be allocated to the "Legal reserve" until it represents at least 20% of the share capital.
As at 31 December 2022, the Group's financial statements showed the amount of 131,963 Euros related to legal reserve (10,000 Euros as at 31 December 2021), which may not be distributed among shareholders, except in the event of closing of the Group, but can be used for absorbing losses after the other reserves have been exhausted, or incorporated in capital.
As at 31 December 2022 and 2021, the detail of "Other reserves and retained earnings" was as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Retained earnings | 31,965,488 | 24,558,266 |
| Other reserves | 22,733,819 | 22,733,819 |
| Currency translation reserves | (3,824,908) | 403,713 |
| Fair-value of derivative financial instruments | (12,779,083) | (13,747,047) |
| 38,095,316 | 33,948,751 |
At the General Meeting, held on March 19, 2021, it was unanimously approved that the amounts of Supplementary capital, in the amount of 9,583,819 Euros, would be transferred to the exclusive and unconditional ownership of the Company, being classified as 'Other reserves', thereby reinforcing the Company's financial position.
The line item "Currency translation reserves" corresponds to the amount resulting from the variation in national currency of the net assets of the companies included in the consolidation perimeter, denominated in foreign currency as a result of a change in the respective exchange rate.
With the acquisition of Tilbury, derivative financial instrument contracts associated with hedging interest rate and inflation rates changes were put in force. These instruments are recorded at fair value. As at 31 December 2022 and 2021, changes in the fair value of cash flow hedging derivatives were booked in equity, partially in the Group and partially in the component that affects non-controlling interests according to the percentage of interests.
Additionally, during the financial year ended at 31 December 2022, derivative financial instruments were contracted to hedge interest rate fluctuations, by Greenvolt and Greenvolt Power (through the subsidiaries V-Ridium Solar 45 and LJG Green Source Energy Alpha), and exchange rate fluctuations, by Greenvolt Next Portugal (Note 25). At 31 December 2022, changes in the fair value of cash flow hedging derivatives were recorded in equity attributable to the Group.
In accordance with the Portuguese legislation, the distributable reserves amount is determined based on the individual financial statements of Greenvolt - Energias Renováveis, S.A., presented in accordance with the International Financial Reporting Standards, as
adopted by the European Union. As at 31 December 2022, the distributable reserves amounted to 46,686,792 Euros (44,482,354 Euros as at 31 December 2021).
As at 31 December 2022 and 2021, this caption is detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Effects in the income statement | 8,882,476 | 4,503,641 |
| Effects in equity and reserves | 38,452,668 | 35,926,988 |
| Balance as at 31 December | 47,335,144 | 40,430,629 |
The movement of the caption "Non-controlling interests" during the financial years ended 31 December 2022 and 2021, per business segment, is as follows:
| Biomass | Utility scale |
Distributed generation |
Total | |
|---|---|---|---|---|
| Balance as at 31 December 2020 | 14,584 | — | — | 14,584 |
| Changes in the consolidation perimeter | 40,817,606 | 38,396 | 6,947,868 | 47,803,870 |
| Increases / reductions of capital and others | 23,697 | — | 330,000 | 353,697 |
| Derivative instruments | (13,207,947) | — | — | (13,207,947) |
| Results | 4,913,535 | (17,074) | (102,814) | 4,793,647 |
| Currency translation reserves | 758,117 | 17 | — | 758,134 |
| Balance as at 31 December 2021 | 33,319,592 | 21,339 | 7,175,054 | 40,515,985 |
| Restatement IFRS 3 (Note 9) | (178,851) | — | 93,495 | (85,356) |
| Balance as at 31 December 2021 (Restated) | 33,140,741 | 21,339 | 7,268,549 | 40,430,629 |
| Changes in the consolidation perimeter | — | — | 5,923,430 | 5,923,430 |
| Increases / reductions of capital and others | — | 176,338 | 36,456 | 212,794 |
| Derivative instruments | (177,326) | — | (142,421) | (319,747) |
| Dividends distributed | (5,522,869) | — | (45,921) | (5,568,790) |
| Results | 12,152,780 | (604,101) | (2,666,203) | 8,882,476 |
| Currency translation reserves | (2,225,087) | (564) | 3 | (2,225,648) |
| Balance as at 31 December 2022 | 37,368,239 | (406,988) | 10,373,893 | 47,335,144 |
During the financial year ended 31 December 2022, dividends were distributed to noncontrolling interests, in the total amount of 5,568,790 Euros (5,522,869 Euros by Greenvolt Holdco Limited and 45,921 Euros by Greenvolt Next Portugal).
As at 31 December 2022 and 2021, the detail of "Bank loans", "Bond loans" and "Other loans" is as follows:
| Nominal value | Book value | |||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
|
| Bank loans 1) | 72,458,795 | 149,136,210 | 6,411,099 | 164,245,930 | 70,741,330 | 147,479,610 | 6,369,435 | 160,576,657 |
| Bond loans | 3,750,000 | 417,500,000 | 2,500,000 | 171,250,000 | 4,150,256 | 412,155,347 | 2,933,588 | 169,646,308 |
| Commercial paper | 40,200,000 | 40,000,000 | 20,500,000 | 40,000,000 | 40,184,276 | 39,645,411 | 20,490,460 | 39,521,862 |
| 116,408,795 606,636,210 | 29,411,099 | 375,495,930 115,075,862 599,280,368 | 29,793,483 | 369,744,827 |
1) The nominal value referring to the project finance of the subsidiaries V-Ridium Solar 45 and LJG Green Source Energy Alpha refers to the original nominal value of the loan, denominated in Euros, deducted from the repayments made in the year ended 31 December 2022, in the amount of 3,912,000 Euros, and excluding the effects of exchange rate variation (EUR-PLN), in the total amount of 43,981 Euros.
The book value includes accrued interest and set-up costs. These expenses were deducted from the nominal value of the respective loans, and are being recognised as interest expenses during the period of the loans to which they refer to (Note 38).
The amount recorded under "Bank loans" mainly refers to loans contracted (i) in Pounds, by Lakeside Bidco Limited (Lakeside Bidco), and (ii) in Euros by Greenvolt Power (through the subsidiaries V-Ridium Solar 45 and LJG Green Source Energy Alpha) and by Greenvolt - Energias Renováveis, S.A. (Greenvolt).
During the financial year ended 31 December 2021, Lakeside Bidco contracted a bank loan with Banco Santander, S.A., London Branch in the amount of 120 million Pounds, which bears interest at the SONIA (Sterling Overnight Interbank Average Rate) rate plus spread, with an amortisation profile that provides for semi-annual instalments, starting in December 2021 and ending in June 2026.
In turn, during the financial year ended 31 December 2022, Greenvolt Power (through its subsidiaries V-Ridium Solar 45 and LJG Green Source Energy Alpha) contracted a bank loan with Raiffeisen Bank S.A. and Unicredit Bank S.A., in the amount of 65.2 million Euros, which bears interest at a fixed rate, with an amortization profile that provides for semi-annual instalments, starting in December 2022 and ending in December 2028. As at 31 December 2022, this loan is fully recorded as current debt, since, at that date, the covenants associated with the contract with the financing entities were not fully complied with, which included, among others, the completion of corporate reorganization involving the acquiring companies, or the preparation of consolidated accounts for that perimeter. Due to administrative delays, unrelated to the actions of Greenvolt, the deadline for compliance with these conditions was not reached, and so, in accordance with IAS 1, this loan was recorded as current debt. It should be noted, however, that during the first months of 2023, the banks formally accepted the extension of the long stop date associated with these covenants, so it will not be expected the early repayment of the loan.
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The loans relating to Lakeside Bidco and Greenvolt Power were contracted under a "Project Finance" regime, whose terms include financial covenants customary in this type of financing, negotiated in accordance with the applicable market practices and which, at the date of this report, are in regular compliance.
In 2021, Greenvolt contracted two new bank loans, in the total amount of 30 million Euros: the first one, in the amount of five million Euros, maturing in 2026 and with a repayment plan that provides for annual and successive repayments of one million Euros. The outstanding amount will bear annual interest at a rate equal to the 12-month Euribor plus a spread; the second one, in the amount of 25,000,000 Euros, maturing in 2027 and with three annual amortisations, starting in 2024, of 4,400,000 Euros, and a final amortisation, in December 2027, of the remaining 11,800,000 Euros. The outstanding amount will bear annual interest at a rate equal to the 12-month Euribor plus a spread.
Additionally, in 2022, Perfecta Energía contracted a loan of 3 million Euros, with revolving repayment. The outstanding debt will bear annual interest at a rate equivalent to Euribor plus spread.
On the other hand, in the financial year ending 31 December 2022, Greenvolt Next Portugal contracted a pledged current account in the amount of 300 thousand Euros and renewable six-month maturity, as well as a BEI current account line in the amount of 2.5 million Euros with a three-year maturity renewable every six months. Both bear interest at a rate equivalent to Euribor plus spread.
On Febraury 26, 2019, Sociedade Bioelétrica do Mondego issued a bond loan called "SOCIEDADE BIOELÉTRICA DO MONDEGO 2019-2029", in the amount of 50,000,000 Euros with a fixed coupon rate of 1.90%. The issue lined up with the conditions set forth by the Green Bond Principles, and was the first Green Bonds issuance admitted to trading in Portugal, at Euronext Access. During the financial year ended 31 December 2022, the Company amortized 2,500,000 Euros, therefore the total amount issued was reduced to 46,250,000 Euros (of which 3,750,000 Euros are classified as current debt and the remaining 42,500,000 Euros as non-current debt).
The Bond's proceeds were allocated exclusively to the 34.5 MW biomass power plant financing, although in the initial phase of the project there were advances of own funds made by Sociedade Bioelétrica do Mondego's parent company.
Additionally, in November 2021, Greenvolt also issued Green Bonds in the amount of 100,000,000 Euros, for a period of seven years, with a fixed interest rate of 2.625% per annum, whose admission to trading in the Euronext Lisbon regulated market was concluded on November 2021.
The aforementioned bond issuance is part of Greenvolt's financial strategy of strengthening its capital structure, extending the debt maturity profile and diversifying the sources and types of funding. This issuance was made in accordance with the Green Bond Framework and supported by a Second-Party Opinion issued by an independent company specialised in research, ratings and ESG information, confirming that the Green Bond Framework is in line
with the Green Bond Principles (2021 version) published by the International Capital Market Association (ICMA).
In December 2021, GreenVolt issued a bond loan, called "Greenvolt 2021/2026", in the amount of 25,000,000 Euros, maturing in 2026, with annual amortizations, starting in 2024, amounting to 5,000,000 Euros, and a last amortization in December 2026 for the remaining 15,000,000 Euros. This loan bears half-yearly interest at a rate equal to the 6-month Euribor plus a spread.
During the period ended 31 December 2022, Greenvolt issued the following bond loans:
Additionally, in November 2022, Greenvolt issued a green bond aimed at retail investors in Portugal ("Greenvolt Green Bonds 2022-2027"), in the amount of 150,000,000 Euros. Greenvolt Green Bonds 2022-2027, aimed at financing renewable energy and energy efficiency projects, have a maturity of 5 years and a fixed coupon of 5.20%.
The Group has renewable commercial paper programs without placement guarantee in the maximum amount of 100,000,000 Euros and renewable commercial paper programs with placement guarantee in the maximum amount of 201,500,000 Euros as at 31 December 2022 (100,000,000 Euros of commercial paper without placement guarantee and 180,000,000 Euros of commercial paper with placement guarantee as at 31 December 2021), subscribed by several subsidiaries within Greenvolt Group, which bear interest at a rate corresponding to the Euribor of the respective issue term (from 7 to 364 days), plus spread. As at 31 December 2022, the total amount available was 221,300,000 Euros (of which 100,000,000 Euros without placement guarantee and 121,300,000 with placement guarantee.
Those issues include a tranche in the amount of 40,000,000 Euros classified as non-current debt, relating to programmes that do not allow early termination by the counterparty, and where there is firm underwriting of the issues by the financial institution. In this regard, the Board of Directors classified this debt based on the term without waiver of these commercial papers, assuming their maintenance in refinancing for periods longer than 12 months.
As at 31 December 2022 and 2021, the reconciliation of the change in gross debt to cash flows is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Balance as at 1 January 2021 | 399,538,310 | 90,016,252 |
| Changes in the consolidation perimeter (Note 7) | 43,013,731 | 110,134,322 |
| Payments of loans obtained | (218,913,748) | (358,119,092) |
| Receipts of loans granted | 500,951,165 | 556,293,555 |
| Change in expenses incurred with the issuance of loans | (3,556,587) | (1,454,184) |
| Effect of exchange rate variation | (7,195,618) | 2,667,457 |
| Change in debt | 314,298,943 | 309,522,058 |
| Balance as at 31 December | 713,837,253 | 399,538,310 |
The repayment period of the bank loans, bond loans and other loans is as follows:
| 31/12/2022 | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | >2026 | Total (nominal value) |
||
| Bank loans | 72,458,795 | 12,496,797 | 12,710,186 | 112,012,561 | 11,916,666 | 221,595,005 | |
| Bond loans | 3,750,000 | 61,500,000 | 48,000,000 | 23,000,000 | 285,000,000 | 421,250,000 | |
| Commercial paper | 40,200,000 | — | 10,000,000 | 10,000,000 | 20,000,000 | 80,200,000 | |
| 116,408,795 73,996,797 | 70,710,186 | 145,012,561 316,916,666 723,045,005 |
| 31/12/2021 | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | >2025 | Total (nominal value) |
||
| Bank loans | 6,411,099 | 8,375,545 | 12,855,165 | 13,114,689 | 129,900,531 | 170,657,029 | |
| Bond loans | 2,500,000 | 3,750,000 | 11,500,000 | 13,000,000 | 143,000,000 | 173,750,000 | |
| Commercial paper | 20,500,000 | 20,000,000 | — | — | 20,000,000 | 60,500,000 | |
| 29,411,099 | 32,125,545 | 24,355,165 | 26,114,689 | 292,900,531 404,907,029 |
The book value of the loans is not expected to differ significantly from their fair value. The fair value of the loans is determined based on the discounted cash flow methodology.
As at 31 December 2022, the companies of Greenvolt Group had in force derivative financial instrument contracts associated with hedging interest rate, inflation rate changes and exchange rate. These instruments are recorded at fair value, based on assessments carried out by specialized external entities, which were subject to internal validation.
Greenvolt Group's subsidiaries only use derivatives to hedge cash flows associated with operations generated by their activity. The Group only conducts operations with counterparties that have a high national and international prestige and recognition, based on their respective rating notations, which range from BBB to AA-.
As at 31 December 2022 and 2021, the fair value of derivative financial instruments is as follows:
| 31.12.2022 | 31.12.2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Asset | Liability | Asset | Liability | ||||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
||
| Interest rate derivatives |
5,236,427 | 20,037,653 | — | — | — | 1,333,293 | 191,405 | — | |
| Inflation rate derivatives (RPI) |
— | — | 1,715,989 | 56,916,400 | — | — | 112,032 | 37,458,126 | |
| Exchange rate derivatives |
— | — | 612,565 | — | — | — | — | — | |
| 5,236,427 | 20,037,653 | 2,328,554 | 56,916,400 | — | 1,333,293 | 303,438 | 37,458,126 |
Following the acquisition of Tilbury, an interest rate derivative contract was established, with the objective of mitigating the volatility risk regarding the evolution of the interest rate of the new loan contracted in 2021, with a nominal value of approximately 120 million Pounds. In this case, the variable interest rate (indexing) "SONIA" was exchanged for a fixed interest rate of 0.8658%.
Additionally, during the third quarter of 2022, Greenvolt contracted an interest rate derivative in order to mitigate the volatility risk concerning the interest rate evolution of the bond loan issued in June 2022, with a nominal value of 50,000,000 Euros.
At the end of the fourth quarter of 2022, an interest rate derivative contract was signed with the objective of mitigating the risk of volatility regarding the evolution of the interest rate on the bank loan, under a project finance regime, obtained by Greenvolt Power (through the subsidiaries V-Ridium Solar 45 and LJG Green Source Energy Alpha). This interest rate derivative contract has a nominal value of 30,644,000 Euros, corresponding to 50% of the nominal value of the loan to which it is associated, with reference to 31 December 2022.
These contracts were valued according to their fair value as at 31 December 2022, with the corresponding amount being recognised under the line item "Derivative financial instruments".
As at 31 December 2022 and 2021, Greenvolt Group had the following interest rate derivative contracts in force:
| Fair value (in Euros) | ||||||
|---|---|---|---|---|---|---|
| Type | Amount | Maturity | Interest | Fixing | 31/12/2022 | 31/12/2021 |
| Interest rate swap | £ 113,220,000 | 30/06/2026 | Pays flat rate and receive GBP SONIA Compound |
0.8658% 23,673,427 | 1,141,888 | |
| Interest rate swap | € 10,000,000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1.78% | 229,091 | ― |
| Interest rate swap | € 10,000,000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1.80% | 226,141 | ― |
| Interest rate swap | € 10,000,000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1.58% | 257,464 | ― |
| Interest rate swap | € 10,000,000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1.50% | 270,401 | ― |
| Interest rate swap | € 10,000,000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1.40% | 284,032 | ― |
| Interest rate swap | € 9,282,500 | 29/12/2028 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
2.88% | 97,345 | ― |
| Interest rate swap | € 9,282,500 | 29/12/2028 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
2.85% | 104,713 | ― |
| Interest rate swap | € 6,039,500 | 29/12/2028 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
2.88% | 63,336 | ― |
| Interest rate swap | € 6,039,500 | 29/12/2028 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
2.85% | 68,130 | ― |
| 25,274,080 | 1,141,888 |
The evaluation model of these derivatives, used by the counterparties, is based on the Discounted Cash Flows Method, i.e., using the Swaps Par Rates, quoted in the interbank market, and available on Reuters and/or Bloomberg pages, for the relevant periods, being calculated the respective forward rates and discount factors used to discount the fixed cash flows (fixed leg) and the variable cash flows (variable leg). The sum of the two portions results in the Net Present Value of future cash flows or fair value of the derivatives.
Finally, it should be noted that at December 31, 2022, approximately 70% (78% at December 31, 2021) of the Greenvolt Group's gross nominal financial debt had interest at a fixed rate. In addition to debt contracted at fixed rates, there are interest rate derivatives contracted under which a variable rate indexing factor is exchanged for a fixed rate, namely on a notional of 120 million Pounds Sterling, associated with the Tilbury Project Finance (United Kingdom), and on a notional of 50 million Euros, associated with the "Greenvolt 2022/2024" Bond Loan. These interest rate derivatives, entered into by decision of the Board of Directors in June 2021 and September 2022, respectively, allow a hedge corresponding to approximately 23.5% of the gross nominal financial debt issued. Consequently, with reference to December 31, 2022, 30% of the Greenvolt Group's gross financial debt was indexed at a variable rate (22% at December 31, 2021).
As previously mentioned, the growth of the ROC component of Tilbury's revenue is influenced by the Retail Price Index (RPI), and, with the aim of hedging the uncertainty associated with the evolution of the RPI, an inflation derivative contract was established, which fixed the annual growth at 3.4532% until 2037.
Greenvolt Group uses exchange rate derivatives, mainly, in order to hedge future cash flows.
During the third quarter of 2022, exchange rate derivative contracts were signed, with the objective of mitigating the exchange rate risk associated with fluctuations in the EUR/USD exchange rate, namely in the importation of photovoltaic panels by the Company, whose purchase price is denominated in USD.
As at 31 December 2022, Greenvolt Group had the following exchange rate derivatives contracts in place:
| Notional USD | Maturity | Asset | Liability | Exchage rate forward EUR/USD |
|---|---|---|---|---|
| 6,127,000 | Abr-23 | — | (384,955) | 1.0054 |
| 3,638,000 | Mai-23 | — | (227,610) | 1.0072 |
| — | (612,565) |
The value of the exchange rate derivative contracts amounted to 9,765,000 US Dollars (9,706,086 Euros) as at December 31, 2022, which will mature in April and May 2023, respectively.
In accordance with the accounting policies adopted, these derivatives comply with the requirements to be classified as hedging instruments (Note 3). The fair value assessment of the derivatives contracted by the Group was performed by the respective counterparties (financial institutions with whom such contracts were entered into).
The movement in the fair value of the derivative financial instruments during the period ended 31 December 2022 and 2021 can be detailed as follows:
| Interest rate derivatives |
Inflation rate derivatives (RPI) |
Exchage rate derivatives |
Total | |
|---|---|---|---|---|
| Opening balance | 1,141,888 | (37,570,159) | — | (36,428,271) |
| Change in fair value | ||||
| Effects on equity | 25,107,285 | (23,989,245) | (612,565) | 505,475 |
| Effects on exchange rate translation | (975,093) | 2,927,015 | — | 1,951,922 |
| Effects on the income statement | 636,886 | (117,335) | — | 519,551 |
| Effects on the statement of financial position | (636,886) | 117,335 | — | (519,551) |
| Closing balance | 25,274,080 | (58,632,389) | (612,565) | (33,970,874) |
Refer to Note 3.3. h) for further details on the valuation of derivative financial instruments.
In addition to the contracts mentioned above, the Group, through some subsidiaries of Augusta's joint venture, contracted interest rate and exchange rate hedging derivatives, which are disclosed in Note 8.
It should also be noted that Greenvolt, through its existing partnership with KGAL, has entered into five bilateral long-term renewable energy supply agreements (PPA - Power Purchase Agreement) with T-Mobile Polska, one of the largest Polish telecommunications operators. These agreements have a duration of 15 years and foresees the allocation of installed production capacity of 98 MW. The energy production in solar plants started in the third quarter of 2022, while in wind farms this is expected to occur in the first and second quarters of 2023.
According to the preliminary valuation exercise carried out, the initial fair value of these instruments is negative. Considering that there will be no cash flows at the inception of the agreement and that the fair value is based on non-observable market assumptions, the Group defined an accounting policy for the difference between the estimated fair value and the transaction price, considering that the agreement was signed with the purpose of hedging the energy market price to be produced by six solar plants and two wind farms, and it was expected that the subsequent recognition would be made at fair value through other comprehensive income, in accordance with hedge accounting principles, with the referred difference to be amortized through profit and loss.
On 1 August 2022, the Preliminary Purchase Agreement was concluded between Augusta Energy Sp. z o.o. and Iberdrola Renewables Polska Sp. z o.o. Considering that, according to the referred agreement, the cash flows resulting from the sale of energy generated in the plants will be transferred to Iberdrola, without the seller (Augusta Energy) benefiting from them, the criteria for hedge accounting foreseen in IFRS 9 are not met, and therefore hedge accounting is not applicable at the level of Augusta Energy. Additionally, regarding the solar PV assets, since at the Long Stop Date of the contract, some of the conditions precedent to the completion of the business were not yet met, and that an extension of this deadline contractually foreseen for this purpose did not occur, the Group valued these three contracts in accordance with IFRS 9, at fair value through profit or loss (Note 8).
As at 31 December 2022 and 2021, the detail of "Provisions" was as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Provision for dismantling and decommissioning | 12,545,337 | 15,857,434 |
| Others | 194,843 | 9,318 |
| 12,740,180 | 15,866,752 |
The Group identifies the environmental expenses that are necessary to prevent, reduce or repair damages of environmental nature resulting from the normal activity of its subsidiaries. Accordingly, and in order to promote environmental sustainability, provisions are set aside to cover dismantling and decommissioning costs in the locations where the biomass power plants or wind and solar parks are installed.
The movement of "Provisions for dismantling and decommissioning" during the years ended 31 December 2022 and 2021 is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Opening balance | 15,857,434 | 11,528,846 |
| Changes in the consolidation perimeter (Note 7) | 465,225 | 4,081,872 |
| Increases | — | 305,027 |
| Reversals | (3,706,511) | (259,732) |
| Discount effect (Note 38) | 76,068 | 117,933 |
| Effect of exchange rate variation | (146,879) | 83,488 |
| Closing balance | 12,545,337 | 15,857,434 |
As at December 31, 2022, the amount in the line "Changes in the consolidation perimeter" (465 thousand Euros) arises from the acquisition of the plant Lions, in Romania, and refers to the value of the dismantling provision in this subsidiary at the acquisition date, which was recorded following the purchase price allocation process.
In turn, as at 31 December 2021, the "Changes in the consolidation perimeter" (approximately 4.1 million Euros) arises from the acquisition of Tilbury Green Power Limited and refers to the dismantling provision that was recorded in this subsidiary at the acquisition date.
The line "Reversals", at December 31, 2022, includes the effect of the update of the provision's estimate, resulting from the update of interest rates and discount rates, in line with the Group's policy, and that under the terms of IFRIC 1, is recognized against Property, plant and equipment.
In accordance with the provisions under the corresponding environmental licences for the thermoelectric plants, when a plant is declared to cease operations, its deactivation phase begins; that is, the set of decommissioning, dismantling, demolition and environmental rehabilitation activities. In conformity with the accounting policy referred in Note 3, these provisions are calculated based on the present value of future liabilities and recorded against an increase in the corresponding property, plant and equipment, and are depreciated for the remaining expected useful life of the respective assets. The effect of the financial update is recognised in the line item of "Financial expenses".
The assumptions considered in the provisions estimate, by country, are detailed as follows:
| 31 de dezembro de 2022 31 de dezembro de 2021 |
|||||||
|---|---|---|---|---|---|---|---|
| Country | Nominal value |
Inflation rate |
Discount rate |
Valor nominal |
Taxa de inflação |
Taxa de desconto |
|
| Portugal | 11,319,710 | 2.32% | [2.64% - 3.62%] |
1131971000.00%1.27% | [0.00% - 0.89%] |
||
| United Kingdom | 2.261.105 | 2,261,105 | 3.73% | 3.85% | 2,926,151 | 3.00% | 1.36% |
| Romania | 1.410.982 | 1,410,982 | 2.00% | 7.78% | — | — | — |
The interest rate used corresponds to the risk-free interest rate (Treasury Bonds) with a maturity linked to the useful life period of each plant. Whenever the Treasury Bonds yield was negative, the discount rate considered was 0% (only applicable in 2021).
Additionally, in the normal course of business of the subsidiary Tilbury Green Power, there is an action involving a supplier of the plant, associated with the capacity/availability of the plant, which the supplier claims was not achieved for reasons beyond its control and claims extraordinary costs incurred in the amount of 2.9 million pounds sterling ("Fuel Related Loss Claims"). At this date, Greenvolt Group and its advisors consider that there are no technical and legal reasons to support the claim made by the supplier, which is entirely rejected by Greenvolt, therefore no provision has been made with reference to the year ended December 31, 2022.
As at 31 December 2022 and 2021, the detail of "Trade payables" is as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Trade payables: | ||
| Trade payables, current account | ||
| Related parties | 4,052,598 | 9,008,995 |
| Others | 12,939,801 | 8,386,875 |
| Trade payables, pending invoices | 17,526,362 | 487,941 |
| 34,518,761 | 17,883,811 |
As at 31 December 2022 and 2021, the line item "Trade payables" refers to payable amounts resulting from acquisitions related to the Group's normal course of business.
The amounts payable to Related parties essentially refer to the purchase of raw materials and maintenance contracts of the biomass power plants in Portugal, to entities from Altri Group.
The increase in the Invoices being received and checked item is mainly explained by the acquisition of solar panels, in the amount of 12,129 thousand Euros, which were in transit on December 31, 2022 (Note 15).
The Board of Directors understands that the book value of these debts is close to its fair value.
As at 31 December 2022 and 2021, these line items were detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Other non-current liabilities: | ||
| Remunerations to be settled | 1,489,025 | — |
| Others | 166,809 | 389,220 |
| Other non-current liabilities | 1,655,834 | 389,220 |
| Other current liabilities: | ||
| Remunerations to be settled | 4,428,733 | 1,901,668 |
| Invoices to be received | 2,640,713 | 2,030,159 |
| Outstanding commissions | 1,023,020 | — |
| Other accrued expenses | 683,733 | 1,096,103 |
| Accrued expenses | 8,776,199 | 5,027,930 |
| Government grants | 222,411 | 222,411 |
| Other deferred income | 18,525 | 1,149,755 |
| Deferred income | 240,936 | 1,372,166 |
| Other current liabilities | 9,017,135 | 6,400,096 |
| Liabilities associated with agreements with customers | 4,554,187 | — |
| Liabilities associated with agreements with customers | 4,554,187 | — |
As at 31 December 31 2022 and 2021, the line item "Remunerations to be settled - current and non-current" includes, among others, the accruals associated with performance bonuses awarded to employees and key members of management, as well as vacation allowances.
In turn, the line item "Invoices to be received" essentially refers to expenses related to the Group's operational activity, already incurred but not yet invoiced.
As at 31 December 2022 and 2021, the amount related to Government grants refers to the nonrepayable investment grant attributed for financing the Mortágua power plant. The investment grant is being recognized as income in the income statement (Note 31), proportionally to the amortization of the subsidised tangible fixed asset, in accordance with the accounting policy described in Note 3. The non-current balance related to this subsidy, amounting to 166,809 Euros and 389,220 Euros as at 31 December 2022 and 2021, respectively, is recorded under the line item "Other non-current liabilities".
As at 31 December 2022, the "Liabilities associated with agreements with customers" refer to the application of the percentage of completion method in the subsidiaries of the distributed energy generation segment, which was recognised in the line "Other deferred income" as at 31 December 2021.
As at 31 December 2022 and 2021, the line item "Other payables" can be detailed as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Other payables - non-current | ||
| Amounts payable related to acquisitions | 22,764,255 | 16,289,251 |
| 22,764,255 | 16,289,251 | |
| Other payables - current | ||
| Advances from clients | 14,292 | 4,270 |
| Investment suppliers | 42,466,166 | 13,800,298 |
| Amounts payable related to acquisitions | 2,462,964 | 400,000 |
| Other creditors | 138,339 | 1,621,510 |
| Others | — | 152 |
| 45,081,761 | 15,826,230 |
As at December 31, 2021, "Amounts payable related to acquisitions - non-current" and "Amounts payable related to acquisitions - current" relate essentially to contingent payments associated with the acquisitions of Greenvolt Power and Greenvolt Next Portugal. As at December 31, 2022, the increase in these lines is due to the earn-out to be paid to Infraventus, following the partnership made with this entity.
As at December 31, 2022 and 2021, the caption "Investment suppliers" includes success fees payable to investment suppliers amounting to 33.0 million Euros and 12.1 million Euros, respectively, related with acquisitions of asset, being the payment of this liability subject to fulfilment of a set of milestones and compliance by third parties, although they are closely related to the acquired assets and their characteristics. As of December 31, 2022, this caption also includes 6.4 million Euros related to Golditábua investment suppliers.
As at 31 December 2022 and 2021, the guarantees provided were detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Operational guarantees - Solar and wind | 59,957,945 | 685,185 |
| Operational guarantees - Distributed energy generation | 20,127,576 | 1,397,819 |
| Operational guarantees - Biomass | 147,200 | 147,200 |
| 80,232,721 | 2,230,204 |
As at 31 December 2022, the increase in operational guarantees in the "Solar and Wind" segment (when compared to 31 December 2021) is linked to Greenvolt Power Group and it is essentially explained by:
• RAE - Regulatory Authority of Energy, amounting to approximately 33.7 million Euros, to ensure the development of projects to be carried out by the guaranteed companies before the respective beneficiaries, namely the submission of the Certification Regulation;
On the other hand, the increase in operational guarantees in the "Distributed generation" segment is essentially explained by guarantees and letters of credit issued by Profit Energy and Tresa Energía in favour of suppliers, to guarantee the compliance with the contracts established with them, for the purchase of inventories (solar panels), in the global amount of 19.4 million Euros.
In addition to the guarantees identified above, the Group provides operational guarantees related with liabilities assumed by joint ventures, namely in connection with the construction of wind farms owned by Augusta Energy and with PV projects owned by Tarnawa Solar Park.
The remaining financial and operational guarantees provided by the Group are associated with liabilities that are already reflected in the Consolidated Statement of Financial Position and/or disclosed in the Notes.
As at December 31, 2022, contractual obligations for acquisitions or development of fixed assets (wind or PV plants) assumed by Greenvolt Group companies amount to approximately 81.6 million Euros (400 thousand Euros as of December 31, 2021), and are mostly related to Greenvolt Power.
The subsidiaries of Greenvolt Group have relationships with related parties, which were carried out at market prices.
In the consolidation procedures, transactions between companies included in the consolidation using the full consolidation method are eliminated, since the consolidated financial statements present information on the holder and its subsidiaries as if they were a single company, and so such transactions are not disclosed under this note.
The transactions with related entities during the financial years ended 31 December 2022 and 2021 can be summarized as follows:
| Purchases and Sales and services acquired services rendered |
Interest income / (expenses) |
|||||
|---|---|---|---|---|---|---|
| Transactions | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 |
| Joint ventures (a) | — | — | 1,294,037 | 618,391 | 3,230,858 | 246,804 |
| Other related parties (b) | 55,565,561 | 44,280,189 | 4,271,905 | 166,908 | (2,272,011) | (1,421,363) |
| 55,565,561 | 44,280,189 | 5,565,942 | 785,299 | 958,847 | (1,174,559) |
| Transactions | Payments of lease liabilities (Note 13.2) |
|||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | |||
| Joint ventures (a) | — | — | ||
| Other related parties (b) | 844,021 | 612,684 | ||
| 844,021 | 612,684 |
As at 31 December 2022 and 2021, the balances with related parties can be summarized as follows:
| Trade payables and Trade receivables and Other payables Other receivables |
Shareholders loans | |||||
|---|---|---|---|---|---|---|
| Balances | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 |
| Joint ventures and associates (a) | — | — | 1,684,039 | 164,085 | — | — |
| Other related parties (b) | (4,677,787) | (9,025,648) | 1,310,560 | 172,076 | (38,660,084) | (40,826,529) |
| (4,677,787) (9,025,648) | 2,994,599 | 336,161 | (38,660,084) (40,826,529) |
| Loans granted | Advances for investments |
Lease liabilities | ||||
|---|---|---|---|---|---|---|
| Balances | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 |
| Joint ventures and associates (a) | 73,439,399 | 20,329,191 | — | — | — | — |
| Other related parties (b) | 10,000,000 | 20,140 | 94,604 | — | (7,947,618) | (7,739,171) |
| 83,439,399 | 20,349,331 | 94,604 | — | (7,947,618) (7,739,171) |
(a) Companies consolidated by the equity method as at 31 December 2022 and 2021 (Note 8).
(b) The "Other related parties" include the subsidiaries of the companies of Altri Group, Ramada Group, Cofina Group, shareholders and other related parties. Altri communicated to the market on May 6, 2022 the attribution of a dividend in kind to its shareholders, composed of Greenvolt shares, by resolution taken at its Annual General Meeting held on April 29, 2022, by effect of which Greenvolt ceased to be a company controlled by Altri.
The caption "Shareholders loans" includes a loan obtained from a shareholder of one of Greenvolt's subsidiaries, Lakeside Topco Limited. This loan bears interest at a rate of 7% and the payment date of the loan is due on 31 March 2054. Thus, the entire nominal value of the loan was classified as non-current. The book value of the shareholders loan is not expected to differ significantly from its fair value. The fair value of the shareholders loan is determined based on the discounted cash flow methodology.
As at 31 December 2022 and 2021, the reconciliation of the change in "Shareholders loans" to cash flows is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Balance as at 1 January | 40,826,529 | — |
| Payments of shareholders loans obtained | (2,815,761) | (1,421,363) |
| Receipts of shareholders loans obtained | — | 39,974,360 |
| Change in the interest incurred (Note 38) | 2,815,761 | 1,421,363 |
| Effect of exchange rate variation | (2,166,445) | 852,169 |
| Change in debt | (2,166,445) | 40,826,529 |
| Balance as at 31 December | 38,660,084 | 40,826,529 |
During the financial years ended 31 December 2022 and 2021, there were no transactions with the Board of Directors, nor were they granted loans.
The detail of "Sales" and "Services rendered" of the periods ended 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Electricity sales | 206,229,942 | 130,709,839 |
| Sale of green certificates | 6,047,524 | — |
| Other sales | 31,135 | — |
| Services rendered | 43,070,946 | 9,935,282 |
| 255,379,547 | 140,645,121 |
As at December 31, 2022, the increase in "Electricity sales", compared to December 31, 2021, is mainly explained by the sales of energy made by (i) the Tilbury plant in the United Kingdom (acquired in June 2021, having contributed with only 6 months of operation to sales for the period ended December 31, 2021), which include 71.4 million Euros referring to ROCs, and (ii) by the Lions solar farm, in Romania (which is operated by LJG Green Source Energy Alpha, S. A., acquired in May 2022).
Additionally, the item "Sale of green certificates" (6,047,524 Euros) reflects the income from the sale of green certificates from the Lions PV plant in Romania.
Finally, it should be noted that the increase in the caption "Services rendered" (compared to the period ended December 31, 2021) is essentially justified by the increase in the activity of the companies operating in the distributed generation segment.
As previously mentioned, the Group's revenue sources per segment are divided between biomass, development (solar and wind energy) and distributed generation (Notes 3 and 40).
The income statement line item "Other income" in the financial years ended 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Own works capitalized | 3,689,952 | 576,646 |
| Investment grants | 243,730 | 238,744 |
| Others | 428,870 | 46,029 |
| 4,362,552 | 861,419 |
Own works capitalized, mostly associated with Greenvolt Power, correspond to internal development expenditures for which the Group expects the associated assets to generate future economic benefits, being therefore capitalized.
As at 31 December 2022 and 2021, the line item "External supplies and services" is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Specialised services | 24,204,212 | 9,233,252 |
| Subcontracts | 15,436,679 | 10,936,653 |
| Maintenance and repairs | 7,329,727 | 4,159,764 |
| Insurance | 3,137,787 | 1,545,240 |
| Energy and fluids | 3,017,713 | 2,097,541 |
| Environmental costs | 2,619,414 | 1,741,964 |
| Business rates | 1,915,421 | 966,882 |
| Transport costs | 1,223,921 | 161,208 |
| Rents and leases | 939,446 | 97,217 |
| Others | 6,838,893 | 3,332,929 |
| 66,663,213 | 34,272,650 |
As at December 31, 2022, the overall change in External supplies and services is mainly explained by the increase in the Group's operational activity, also reflecting a full year of operation of the subsidiaries that were acquired by the Group during 2021, with a special focus on TGP and Greenvolt Power (which only contributed six months of activity in the same period of 2021).
As at 31 December 2022 and 2021, the line item "Payroll expenses" is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Remunerations | 22,099,736 | 5,070,389 |
| Charges on remuneration | 2,700,808 | 739,668 |
| Insurance | 875,629 | 77,334 |
| Costs with pensions | 170,314 | 41,040 |
| Other payroll expenses | 1,969,194 | 513,944 |
| 27,815,681 | 6,442,375 |
The increase in Payroll expenses on December 31, 2022 (compared to the same period in the previous year), reflects the growth of the business and the multiple acquisitions of companies (and respective workforce) made by the Greenvolt Group, with the total number of employees reaching 486 by the end of 2022, which represents an increase of 188% when compared to 2021.
The income statement line item "Other expenses" in the financial years ended 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Windfall tax | 6,193,659 | — |
| Indirect taxes | 702,506 | 124,022 |
| Donations | 143,789 | — |
| Inventory losses | 73,677 | — |
| Direct taxes | 15,094 | 2,332 |
| Others | 1,672,284 | 463,057 |
| 8,801,009 | 589,411 |
As at December 31, 2022, the increase in "Other expenses", compared to December 31, 2021, is mainly explained by the expenses incurred with the Windfall tax in Romania (6,193,659 Euros).
The income statement line item "Amortization and depreciation" regarding financial years ended 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Property, plant and equipment (Note 12) | 30,478,254 | 21,690,384 |
| Right-of-use assets (Note 13.1) | 3,473,373 | 1,457,362 |
| Intangible assets (Note 14) | 9,103,356 | 3,538,935 |
| 43,054,983 | 26,686,681 |
The financial results for the financial years ended 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Financial expenses: | ||
| Interest expenses | 13,653,083 | 3,755,047 |
| Interest expenses - Related parties (Note 31) | 2,815,761 | 1,421,363 |
| Interest expenses related to lease liabilities (Note 13.2) | 3,033,912 | 1,526,124 |
| Exchange rate losses | 13,484,938 | 491,809 |
| Losses in financial investments | 321,988 | — |
| Losses in derivative instruments (Note 25) | 299,800 | 575,696 |
| Unwinding of the discount (Note 26) | 76,068 | 117,933 |
| Other financial expenses | 2,308,142 | 1,168,077 |
| 35,993,692 | 9,056,049 | |
| Financial income: | ||
| Exchange rate gains | 10,035,702 | 462,116 |
| Interest income | 399,426 | — |
| Interest income - Related parties (Note 31) | 3,774,608 | 246,804 |
| Gains in derivative instruments (Note 25) | 819,352 | — |
| Other financial income | 6,101 | 61 |
| 15,035,189 | 708,981 |
Earnings per share concerning the periods ended 31 December 2022 and 2021 were calculated based on the following amounts:
| 31.12.2022 | 31.12.2021 (Restated) |
|
|---|---|---|
| Number of shares for basic and diluted earning calculation | 129,858,410 | 78,187,116 |
Integrated Annual Report 2022
| Result for the purpose of calculating earnings per share | 16,609,421 | 7,749,573 | |
|---|---|---|---|
| Earnings per share | |||
| Basic | 0.13 | 0.10 | |
| Diluted | 0.13 | 0.10 |
As at 31 December 2022 and 2021, there are no dilution effects on the number of circulating shares.
The Group has the following business segments:
These segments were identified taking into account the following criteria/conditions: the fact that they are Group units that carry out activities where revenues and expenses can be identified separately, for which separate financial information is developed, their operating results are regularly reviewed by management and on which it makes decisions about, for example, allocation of resources, the fact that they have similar products/services and also taking into account the quantitative threshold (as provided for in IFRS 8).
The Board of Directors will continue to assess the identification of operating segments in accordance with IFRS 8, through which they monitor operations and include them in the decision making process, considering the evolution of the Group's operations considering its current expansion strategy.
The contribution of the business segments to the consolidated income statement for the period ended on 31 December 2022 and 2021 is as follows:
| 31 December 2022 | Biomass and structure |
Development - solar and wind energy |
Distributed generation |
Total | Elimination s |
Consolidate d |
|---|---|---|---|---|---|---|
| Operating income: Sales |
193,061,600 | 19,215,867 | 31,134 | 212,308,601 | — | 212,308,601 |
| Sales - intersegmental | — | — | — | — | — | — |
| Services rendered | 40,378 | 5,972,053 | 37,058,515 | 43,070,946 | — | 43,070,946 |
| Services rendered - intersegmental | 912,849 | — | 6,757,852 | 7,670,701 | (7,670,701) | — |
| Other income | 1,149,501 | 2,907,512 | 305,539 | 4,362,552 | — | 4,362,552 |
| Other income - intersegmental | — | — | — | — | — | — |
| Total operating income | 195,164,328 | 28,095,432 | 44,153,040 | 267,412,800 | (7,670,701) | 259,742,099 |
| Operating expenses: | ||||||
| Cost of sales | (58,166,717) | (2,007,430) | (23,019,829) | (83,193,976) | 3,867,472 | (79,326,504) |
| External supplies and services | (34,673,543) | (15,137,962) | (20,391,571) | (70,203,076) | 3,539,863 | (66,663,213) |
| Payroll expenses | (9,287,587) | (12,409,611) | (6,118,483) | (27,815,681) | — | (27,815,681) |
| Provisions and impairment losses | — | 62,202 | (231,373) | (169,171) | — | (169,171) |
| Other expenses | (362,433) | (7,901,178) | (537,398) | (8,801,009) | — | (8,801,009) |
| Total operating expenses | (102,490,280) | (37,393,979) | (50,298,654) (190,182,913) | 7,407,335 | (182,775,578) | |
| Results related to investments | — | 14,939,664 | 58,061 | 14,997,725 | — | 14,997,725 |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non current assets |
92,674,048 | 5,641,117 | (6,087,553) | 92,227,612 | (263,366) | 91,964,246 |
| Amortization and depreciation | (43,054,983) | |||||
| Impairment reversals / (losses) in non current assets |
4,654,867 | |||||
| Financial results | (20,958,503) | |||||
| Profit/(loss) before income tax and CESE | 32,605,627 | |||||
| Income tax | (6,133,634) | |||||
| Energy sector extraordinary contribution (CESE) |
(980,096) | |||||
| Consolidated net profit/(loss) for the financial year |
25,491,897 | |||||
| Attributable to: | ||||||
| Equity holders of the parent | 16,609,421 | |||||
| Non-controlling interests | 8,882,476 | |||||
| 25,491,897 |
| 31 December 2021 (Restated) |
Biomass and structure |
Development - solar and wind energy |
Distributed generation |
Total | Elimination s |
Consolidate d |
|---|---|---|---|---|---|---|
| Operating income: | ||||||
| Sales | 130,708,543 | — | 1,296 | 130,709,839 | — | 130,709,839 |
| Sales - intersegmental | — | — | — | — | — | — |
| Services rendered | — | 1,621,608 | 8,313,674 | 9,935,282 | — | 9,935,282 |
| Services rendered - intersegmental | 90,682 | — | 334,006 | 424,688 | (424,688) | — |
| Other income | 222,855 | 217,661 | 16,279 | 456,795 | — | 456,795 |
| Other income - intersegmental | 404,624 | — | — | 404,624 | — | 404,624 |
| Total operating income | 131,426,704 | 1,839,269 | 8,665,255 | 141,931,228 | (424,688) | 141,506,540 |
| Operating expenses: | ||||||
| Cost of sales | (41,507,026) | (22,555) | (1,708,257) | (43,237,838) | — | (43,237,838) |
| External supplies and services | (26,454,777) | (1,959,255) | (6,283,370) | (34,697,403) | 424,753 | (34,272,650) |
| Payroll expenses | (4,120,863) | (1,897,542) | (423,970) | (6,442,375) | — | (6,442,375) |
| Provisions and impairment losses | — | (146,885) | — | (146,885) | — | (146,885) |
| Other expenses | (114,554) | (462,904) | (11,953) | (589,411) | (1) | (589,411) |
| Total operating expenses | (72,197,220) | (4,489,141) | (8,427,550) | (85,113,912) | 424,752 | (84,689,159) |
| Results related to investments | — | (292,702) | 16,499 | (276,204) | — | (276,204) |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non current assets |
59,229,484 | (2,942,574) | 254,204 | 56,541,112 | 64 | 56,541,177 |
| Amortization and depreciation | (26,686,681) | |||||
| Financial results | (8,347,068) | |||||
| Profit/(loss) before income tax and CESE | 21,507,428 | |||||
| Income tax | (8,239,201) | |||||
| Energy sector extraordinary contribution (CESE) |
(1,015,013) | |||||
| Consolidated net profit/(loss) for the financial year |
12,253,214 | |||||
| Attributable to: | ||||||
| Equity holders of the parent | 7,749,573 | |||||
| Non-controlling interests | 4,503,641 | |||||
| 12,253,214 |
Compensations granted to key Management who, in view of the Group's governance model, are members of the Greenvolt Group's Board of Directors, during the financial year ended 31 December 2022 and 2021, were as follows
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Fixed remunerations | 499,992 | 416,660 |
| Variable remunerations | 350,000 | 350,000 |
| 849,992 | 766,660 |
In addition, the Key manager has phantom shares corresponding to the valuation of an investment of two million euros by reference to the closing price of the Greenvolt share on the date of the IPO, exercisable for 50% of its total amount from 2024 and 2025, respectively.
In 2022, the fees of Deloitte entities for the audit and legal review of the annual accounts of all the companies included within Greenvolt Group, amounted to 285,408 Euros (301,700 Euros in 2021). Additionally, Deloitte's global fees for other assurance services, which include other non-audit services, amounted to 712,184 Euros (1,004,022 Euros in 2021).
In 2022, the fees of Deloitte & Associados, SROC S.A. related to the external audit and legal review of the annual accounts of all the Portuguese companies included within Greenvolt Group amounted to 148,708 Euros (220,700 Euros in 2021).
On 24 February 2022, the Russian Federation launched an unprovoked and unjustified invasion of Ukraine, neighbouring country of Poland and Romania, geographies in which Greenvolt, through its subsidiary Greenvolt Power, has significant activity. These events have reinforced the need for expansion of renewable energies, a sector where Greenvolt operates.
Although no significant direct impacts on its activity are anticipated, the Group has been monitoring and following up the several consequences of the conflict, namely regarding the evolution of commodity prices, regulatory changes in the several countries where the Group operates (with the creation of new taxes and fees on energy sector companies and limits introduced to the electricity sale price), increase of interest rates and inflation, as well as exchange rate devaluation, namely of the Polish zloty (whose effects are not expected to be significant at Group level). In addition, since the beginning of the conflict, there have been changes in the Polish labour market, with several Ukrainian workers returning to their country of origin to fight, which may lead to slight delays in the completion of photovoltaic plants.
Thus, based on the available information, Poland and Romania continue to be attractive countries for investors in renewable energies, and the prospects for monetization of the assets that may be originated are not affected.
On January 20, 2023, Greenvolt and the global infrastructure fund managed by Kohlberg Kravis Roberts & Co. L.P. (KKR), reached an agreement for the subscription by KKR's investment fund of a 200 million euros bond issue convertible into shares.
This issue of bonds convertible into shares is subject to approval by Greenvolt's shareholders at an ordinary general meeting to be held no later than May 31, 2023. At the signing of this agreement, the shareholders representing the majority of the capital announced their commitment to this transaction by voting in favor of the terms as well as the appointment of an additional non-executive to the company's management.
The bonds to be subscribed by KKR's investment fund, which will not be admitted to trading on Euronext Lisbon, carry an annual interest rate of 4.75%. The maturity of these bonds is seven years, with the possibility of conversion into Greenvolt common shares at the end of the third year.
The price for conversion of these bonds into shares was set at ten Euros, a value that has an implicit premium of about 25% above the weighted average price of Greenvolt shares listed on Euronext Lisbon, in the 47 days prior to the execution of this agreement. At the defined conversion value, Greenvolt is valued at 1.39 billion Euros.
In January 2023, Greenvolt, through its subsidiary V-Ridium Solar Sun 6 S.r.l., completed the acquisition of two solar photovoltaic farms of 3 MWp each (owned by the companies Sun Records S.r.l. and Sun Terminal S.r.l.), in operation in Romania since 2013, for a total amount of 9.5 million Euros.
In the year ended December 31, 2022, these plants generated revenues totalling 1.3 million Euros.
In the first quarter of 2023, Greenvolt, in partnership with Globalsat-Teleunicom Group, a leading telecommunications company in the Greek market in the distribution of technology products, established Greenvolt Next Greece, a company that is based on the development of energy generation projects through photovoltaic solar panels for self-consumption, but also in the creation and management of energy communities and the management of a network of charging stations for electric vehicles.
The entry in Greece materializes the presence of Greenvolt Next Holding (sub-holding of the Greenvolt Group) in new geographies in which it offers its solutions for distributed generation of energy obtained from renewable sources, with the aim of exploiting the high potential of this segment in the Greek market.
On March 16, 2022 Greenvolt entered into an agreement to acquire a 37.3% stake in Solarelit, an Italian company with more than 30 years of experience in the development, implementation and management of photovoltaic projects, in the B2B segment, for the price of 33.5 million Euros. It should be noted that Greenvolt holds an option to increase its stake in the company's capital, exercisable in 2027. The transaction was concluded on April 3, 2022.
Solarelit currently has more than 100 MW in installations of energy production units from solar irradiation.
Greenvolt, through Augusta Energy, entered into a 15-year bilateral Power Purchase Agreement (PPA) with BA Glass in Poland (14.5 MW).
Additionally, through its subsidiary Golditábua, Greenvolt Group entered into a 10-year bilateral Power Purchase Agreement (PPA) with Celbi, in Portugal (48 MW).
From 31 December 2022 to the date of issue of this report, there were no other relevant facts that could materially affect the financial position and the future results of Greenvolt Group and its subsidiaries, joint ventures and associates included in the consolidation.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU), some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 6 April 2023. The final approval is still subject to the agreement of the Shareholders' General Meeting, yet to be performed.
Integrated Annual Report 2022
| The Board of Directors | |
|---|---|
| Clara Patrícia Costa Raposo | |
| Paulo Jorge dos Santos Fernandes | |
| João Manuel Matos Borges de Oliveira | |
| Ana Rebelo de Carvalho Menéres de Mendonça | |
| Pedro Miguel Matos Borges de Oliveira | |
| Domingos José Vieira de Matos | |
| Clementina Maria Dâmaso de Jesus Silva Barroso | |
| Céline Dora Judith Abecassis-Moedas | |
| António Jorge Viegas de Vasconcelos | |
| José Armindo Farinha Soares de Pina |
João Manuel Manso Neto
| Company | Registered office |
Effective held percentage | Main activity | |
|---|---|---|---|---|
| December 2022 |
December 2021 |
|||
| Parent company: | ||||
| Greenvolt – Energias Renováveis, S.A. | Porto | Electricity generation and holding company | ||
| Subsidiaries: | ||||
| Ródão Power – Energia e Biomassa do Ródão, S.A. | Vila Velha de Ródão |
100% | 100% | Electricity generation using waste and biomass sources |
| Sociedade Bioelétrica do Mondego, S.A. | Figueira da Foz | 100% | 100% | Electricity generation using waste and biomass sources |
| Greenvolt Comunidades, S.A. (a) | Figueira da Foz | 100% | 100% | Promotion, development and management of self consumption installations |
| Greenvolt Comunidades II, S.A. (b) | Figueira da Foz | 100% | — | Promotion, development and management of self consumption installations |
| Golditábua, S.A. | Figueira da Foz | 100% | 100% | Electricity generation |
| Sociedade de Energia Solar do Alto Tejo (SESAT), Lda. | Nisa | 80% | 80% | Renewable energies |
| Paraimo Green, Lda. | Lisbon | 70% | 70% | Electricity generation |
| Greenvolt Energias Renovaveis Holdco Limited | Norwich | 100% | 100% | Holding |
| Lakeside Topco Limited | Norwich | 51% | 51% | Holding |
| Lakeside Bidco Limited | Norwich | 51% | 51% | Holding |
| Tilbury Green Power Holdings Limited | Essex | 51% | 51% | Holding |
| Tilbury Green Power Limited | Essex | 51% | 51% | Electricity generation using biomass from urban waste wood |
| Greenvolt Next Portugal, Lda. (c) | Mafra | 70% | 70% | Installation of distributed solar energy production units (B2B) |
| Greenvolt Next Portugal II Invest, Unipessoal, Lda. (d) | Mafra | 70% | 70% | Development and financing of projects to improve energy efficiency through solar energy |
| Greenvolt Next Polska SP z.o.o | Warsaw | 69% | — | Development and financing of projects to improve energy efficiency through solar energy |
| Greenvolt Next Holding, S.A. | Lisbon | 100% | — | Holding |
| Tresa Energía, S.L. | Madrid | 42% | 42% | Installation of distributed solar energy production units (B2C) |
| Perfecta Gestion, S.L. | Madrid | 42% | — | Management and administrative processing services of projects and installations |
| Garuda Solar, S.L. | Madrid | 32% | — | Installation of distributed solar energy production units |
| Tresa Energía Industrial, S.L. | Madrid | 42% | — | Installation of distributed solar energy production units (B2B) |
| Greenvolt Power Group Sp. z o.o. (e) | Warsaw | 100% | 100% | Holding |
| Greenvolt Power Poland Sp. z o.o. (f) | Warsaw | 100% | 100% | Project development |
| Greenvolt Power Wind Poland Sp. z o.o. (g) | Warsaw | 100% | 100% | Project development – wind energy |
| VRW 1 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 2 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 3 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 4 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 5 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 8 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 9 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 10 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 11 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 12 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 13 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 14 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 15 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 16 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 17 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 18 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 19 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 20 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
325 5. C.F. STATEMENTS AND NOTES

| VRW 21 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
|---|---|---|---|---|
| VRW 22 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 23 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 24 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 25 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 26 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 27 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 28 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 29 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 30 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| VRW 31 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| FW Lubieszewo Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| V-Ridium Zaklików Sp z o.o. | Warsaw | 100% | — | Wind energy project |
| Radan NordWind Sp. z o.o. | Gliwice | 100% | — | Wind energy project |
| WPP FOREST WIND DOO | Belgrade | 100% | — | Wind energy project |
| WPP GREENWATT DOO | Belgrade | 100% | — | Wind energy project |
| WPP WEST WIND DOO | Belgrade | 100% | — | Wind energy project |
| WPP BLACK MUD DOO | Belgrade | 100% | — | Wind energy project |
| WPP EAST WIND ONE DOO | Belgrade | 100% | — | Wind energy project |
| WINDNET Sp. Z o.o. | Warsaw | 100% | — | Holding |
| Agat Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Ametyst Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Bursztyn Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Szafir Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Diament Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Koral Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Perła Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Rubin Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Szmaragd Energia Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Topaz Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| WINDNET 2 Sp. Z o.o. | Warsaw | 100% | — | Holding |
| Mars Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| Neptun Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| Saturn Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| Wenus Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| Jowisz Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| Uran Energia Sp. Z o.o. | Warsaw | 100% | — | Wind energy project |
| V-Ridium Galicia Wind, S.L.U. | Madrid | 100% | — | Wind energy project |
| V-Ridium Wind Abruzzo 1 S.r.l. | Rome | 100% | — | Wind energy project |
| V-Ridium Wind Molise 1 S.r.l. | Rome | 100% | — | Wind energy project |
| V-Ridium Wind Molise 2 S.r.l. | Rome | 100% | — | Wind energy project |
| V-Ridium Wind Molise 3 S.r.l. | Rome | 100% | — | Wind energy project |
| V-Ridium Wind Molise 4 S.r.l. | Rome | 100% | — | Wind energy project |
| Greenvolt Power EM Orka Ehf (h) | Reykjavik | 100% | — | Wind energy project |
| Garpsdalorka Ehf. | Reykjavik | 100% | — | Wind energy project |
| V-Ridium Atlas Ltd | Sofia | 76% | — | Wind energy project |
| V-Ridium Mars EOOD | Sofia | 100% | — | Wind energy project |
| Greenvolt Power Solar Poland sp. z o.o. (i) | Warsaw | 100% | 100% | Project development – Solar PV |
| VRS 1 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 3 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 6 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 7 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 8 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 9 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 10 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 11 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 12 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 13 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 14 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 15 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
326 5. C.F. STATEMENTS AND NOTES

| VRS 16 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
|---|---|---|---|---|
| VRS 18 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 19 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 22 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 23 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 24 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 25 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 26 Sp. z o.o. | Warsaw | 100% | — | PV project |
| VRS 27 Sp. z o.o. | Warsaw | 100% | — | PV project |
| VRS 28 Sp. z o.o. | Warsaw | 100% | — | PV project |
| VRS 29 Sp. z o.o. | Warsaw | 100% | — | PV project |
| VRS 30 Sp. z o.o. | Warsaw | 100% | — | PV project |
| J&Z PV Farms Mikułowa Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Merak Energia Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Mizar Energia Sp. z o.o. | Warsaw | 100% | — | PV project |
| PVE 3 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Green Venture Rotello S.r.l. | Pescara | 100% | 100% | PV project |
| V-Ridium Solar Marche 1 S.r.l. | Rome | 100% | 100% | PV project |
| V-Ridium Solar Abruzzo 1 S.r.l. | Rome | 100% | 100% | PV project |
| V-Ridium Solar Abruzzo 2 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Abruzzo 3 S.r.l. | Rome | 100% | — | PV project |
| Green Venturo Montenero S.r.l. | Pescara | 100% | 100% | PV project |
| Green Venturo Montorio S.r.l. | Pescara | 100% | 100% | PV project |
| V-Ridium Solar Puglia 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Puglia 2 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Puglia 3 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Puglia 4 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Puglia 2 S.R.L. (j) | Rome | 100% | — | PV project |
| V-Ridium Hybrid Sicilia 1 S.R.L. | Rome | 100% | — | PV project |
| V-Ridium Hybrid Abruzzo 1 S.R.L. | Rome | 100% | — | PV project |
| V-Ridium Hybrid Molise 1 S.R.L. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 2 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 3 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 4 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 5 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 6 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Calabria 7 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Hybrid Sicilia 2 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Sicilia 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Sicilia 2 S.r.l. (k) | Rome | 100% | — | PV project |
| V-Ridium Solar Sicilia 3 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Sicilia 5 S.r.l. (l) | Rome | 100% | 100% | PV project |
| V-Ridium Solar Sicilia 6 S.r.l. (m) | Rome | 100% | — | PV project |
| V-Ridium Solar Sicilia 7 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar ER 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar ER 2 S.r.l. | Rome | 100% | — | PV project |
| ARNG Solar I S.R.L. | Pescara | 100% | — | PV project |
| ARNG Solar III S.R.L. | Rome | 100% | — | PV project |
| ARNG Solar VI S.R.L. | Rome | 100% | — | PV project |
| V-Ridium Solar Sardegna 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Lombardia 2 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar Campania 1 S.r.l. | Rome | 100% | — | PV project |
| V-Ridium Solar 45 S.r.l. | Bucharest | 100% | — | PV project |
| LJG Green Source Energy Alpha S.A (Lions) | Bucharest | 100% | — | PV project |
| V-Ridium PV Greece I.K.E. | Attica | 100% | 100% | PV project |
| Rensol Energy PV1 M.I.K.E. | Attica | 100% | 100% | PV project |
| Rensol Energy PV2 M.I.K.E. | Attica | 100% | 100% | PV project |
| Rensol Energy PV3 M.I.K.E. | Attica | 100% | 100% | PV project |
| Rensol Energy PV4 M.I.K.E. | Attica | 100% | 100% | PV project |
327 5. C.F. STATEMENTS AND NOTES
| Rensol Energy PV5 M.I.K.E. | Attica | 100% | 100% | PV project |
|---|---|---|---|---|
| Rensol Energy PV6 M.I.K.E. | Attica | 100% | 100% | PV project |
| Rensol Energy PV7 M.I.K.E. | Attica | 100% | 100% | PV project |
| V-Ridium Solar Sun 6 S.r.l. | Bucharest | 100% | — | Electricity generation |
| V-Ridium Amvrakia Eregeiaki Anonimi Etaireia | Athens | 100% | — | Electricity generation |
| Μenelou Single Member P.C. | Attica | 100% | — | Wind energy project |
| Greenvolt Bulgaria EOOD (n) | Sofia | 100% | 100% | Holding and project development |
| Greenvolt Power Balkan d o.o (o) | Belgrade | 100% | — | Holding and project development |
| Greenvolt Power Greece P.C. (p) | Attica | 100% | 100% | Holding and project development |
| Greenvolt Power Renouvelables France SAS (q) | Lyon | 100% | 100% | Holding and project development |
| Greenvolt Power Italy S.r.l. (r) | Rome | 100% | 100% | Holding and project development |
| Krajowy System Magazynów Energii sp. z o.o. | Warsaw | 51% | 51% | Project development |
| Greenvolt Power Renewables S.R.L (s) | Bucharest | 100% | 100% | Holding and project development |
| Greenvolt Power Spain, S.L.U. (t) | Madrid | 100% | — | Holding and project development |
| OSD Greenvolt Power sp. z o.o. (u) | Warsaw | 100% | 100% | Electricity distribution |
| Magazyn EE Turośń Kościelna Sp. Z o.o. | Warsaw | 100% | — | Electricity generation |
| Magazyn EE Kozienice Sp. Z o.o. | Warsaw | 100% | — | Electricity generation |
| Magazyn EE Ełk Sp. Z o.o. | Warsaw | 100% | — | Electricity generation |
| Magazyn EE Mieczysławów Sp. Z o.o. | Warsaw | 100% | — | Electricity generation |
| Magazyn EE Kamionka Sp. Z o.o. | Warsaw | 100% | — | Electricity generation |
| Magazyn EE Siedlce Sp. Z.o.o. | Warsaw | 100% | — | Electricity generation |
| Green Repower Photovoltaic Single Member P.C. | Attica | 100% | — | Electricity generation |
| Greenvolt Power USA Inc. (v) | Delaware | 100% | 100% | Holding and project development |
| Greenvolt Power Renewables LLC (w) | Delaware | 80% | 80% | Holding and project development |
| Greenvolt Power Holding LLC (x) | Delaware | 80% | 80% | Holding and project development |
| NerWind Services, LLC | Delaware | 71% | — | Electricity generation |
| NerWind Services ApS | Skodsborg | 71% | — | Electricity generation |
| Greenvolt Power Renewables de Mexico, S. de R.L. de C.V. (y) |
Ciudad Victoria | 80% | — | Holding and project development |
| Renewables Frontier, S. de R.L. de C.V. | Ciudad Victoria | 80% | — | Holding and project development |
| Greenvolt Power de Mexico, S. de R.L. de C.V. (z) | Ciudad Victoria | 80% | — | Holding and project development |
| Monclova Solar, S. de R.L. de C.V. | Ciudad Victoria | 80% | — | Electricity generation |
| Monclova Solar 2, S. de R.L. de C.V. | Ciudad Victoria | 80% | — | Electricity generation |
| Dime Energia Renovable, S. de R.L. de C.V. | Ciudad Victoria | 80% | — | Electricity generation |
| Energia Renovable La Noria, S. de R.L. de C.V. | Ciudad Victoria | 80% | — | Electricity generation |
| Herkimer Solar LLC | New York | 80% | — | Electricity generation |
| HCCC Solar LLC | New York | 80% | — | Electricity generation |
| Greenvolt Power Land Ventures LLC | Liberty Hill | 100% | — | Holding and project development |
| Greenvolt Power Trading sp. z o.o. (aa) | Warsaw | 100% | — | Holding and project development |
| Greenvolt Power Danmark ApS | Risskov | 100% | — | Electricity generation |
| Greenvolt Power Germany GmbH | Berlin | 100% | — | Electricity generation |
| Greenvolt Power Development GmbH | Hamburg | 100% | — | Electricity generation |
| Greenvolt Power Hungary Limited Liability | Budapest | 100% | — | Electricity generation |
| Greenvolt Power UK Limited | Cheshire | 100% | — | Holding |
| GV 1 Limited | Cheshire | 100% | — | Electricity generation |
| GV 2 Limited | Cheshire | 100% | — | Electricity generation |
| Sustainable Energy One, S.L. | Madrid | 98.75% | — | Development of solar PV projects |
| Silvano ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| Fanfi ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| Pitiu ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| Perseo ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| Tora ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| Atenea ITG, S.L.U. | Madrid | 98.75% | — | Development of solar PV projects |
| FV Cueva Del Duque Lorca, S.L.U. | Murcia | 98.75% | — | Development of solar PV projects |
| FV Casa Colorada Lorca, S.L.U. | Murcia | 98.75% | — | Development of solar PV projects |
| Greenvolt España, S.L. | Madrid | 100% | — | Holding, back-office services |
| Univergy Autoconsumo, S.L. | Madrid | 50% | — | Installation of distributed solar energy production units |
| Vipresol, S.L. | Albacete | 45% | — | Installation of distributed solar energy production units |
(a) Formerly known as Energia Unida, S.A.
(b) Formerly known as Comunidades Energia Unida, S.A.

| Statements of Financial Position as at 31 December 2022 and 2021 | 332 |
|---|---|
| Income Statements for the years ended 31 December 2022 and 2021 | 333 |
| Statements of Comprehensive Income for the years ended 31 December 2022 and 2021 |
334 |
| Statements of Changes in Equity for the years ended 31 December 2022 and 2021 |
335 |
| Statements of Cash Flows for the years ended 31 December 2022 and 2021 |
336 |
| 1 Introductory Note | 337 |
| 2 Main Accounting Policies | 339 |
| 2.1 Basis of Presentation | 339 |
| 2.2 Main Recognition and Measurement Criteria | 342 |
| 3 Financial Risk Management | 361 |
| 4 Investments In Subsidiaries | 363 |
| 5 Investments In Joint Ventures And Associates | 367 |
| 6 Other Investments | 369 |
| 7 Classes of Financial Instruments | 369 |
| 8 Property, Plant And Equipment | 372 |
| 9 Right-of-use | 374 |
| 10 Intangible Assets | 376 |
| 11 Current And Deferred Taxes | 377 |
| 12 Trade Receivables And Assets Associated With Contracts With Customers |
379 |
| 13 Other Receivables | 380 |
| 14 State And Other Public Entities | 381 |
| 15 Other Current Assets | 382 |
| 16 Cash And Cash Equivalents | 382 |
| 17 Share Capital And Reserves | 383 |
| 18 Loans | 385 |

| 19 Derivative Financial Instruments | 387 |
|---|---|
| 20 Provisions | 389 |
| 21 Trade Payables | 391 |
| 22 Other Payables | 392 |
| 23 Other Current And Non-Current Liabilities | 393 |
| 24 Sales And Services Rendered | 393 |
| 25 Other Income | 394 |
| 26 External Supplies and Services | 394 |
| 27 Payroll Expenses | 395 |
| 28 Other Expenses | 395 |
| 29 Amortization And Depreciation | 396 |
| 30 Financial Results | 396 |
| 31 Guarantees | 397 |
| 32 Group Companies And Related Parties | 397 |
| 33 Subsequent Events | 401 |
| 34 Translation Note | 402 |
| 35 Approval Of Financial Statements | 402 |
(Translation of financial statements originally issued in Portuguese - Note 34) (amounts expressed in Euros)
| ASSETS | Notes | 31.12.2022 | 31.12.2021 |
|---|---|---|---|
| NON-CURRENT ASSETS: | |||
| Property, plant and equipment | 8 | 63,196,105 | 65,912,518 |
| Right-of-use assets | 9 | 4,321,267 | 4,060,607 |
| Intangible assets | 10 | 1,795,626 | 150,262 |
| Investments in subsidiaries | 4 | 143,804,896 | 114,261,644 |
| Investments in joint ventures and associated companies | 5 | 23,647,000 | — |
| Other investments | 6 | 26,115 | 3,956 |
| Derivative financial instruments | 19 | 478,736 | — |
| Other debts from third parties | 13 | 378,543,318 | — |
| Deferred tax assets | 11 | 1,565,800 | 1,429,644 |
| Total non-current assets | 617,378,863 | 185,818,631 | |
| CURRENT ASSETS: | |||
| Trade receivables | 12 | 6,989,943 | 5,207,864 |
| Assets associated with contracts with customers | 12 | 4,323,976 | 4,173,880 |
| Income tax receivable | 14 | 28,753 | 301,556 |
| State and other public entities | 14 | 182,560 | — |
| Other debts from third parties | 13 | 41,564,012 | 168,042,891 |
| Other current assets | 15 | 3,048,261 | 358,738 |
| Derivative financial instruments | 19 | 788,393 | — |
| Cash and cash equivalents | 16 | 221,290,861 | 185,612,145 |
| Total current assets | 278,216,759 | 363,697,074 | |
| Total assets | 895,595,622 | 549,515,705 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 17 | 367,094,275 | 267,099,998 |
| Issuance premiums deducted from costs with the issue of shares | 17 | (3,490,429) | 772,612 |
| Legal reserve | 17 | 131,963 | 10,000 |
| Other reserves and retained earnings | 17 | 47,630,803 | 44,482,354 |
| Net profit for the year | 3,525,298 | 2,439,253 | |
| Total equity | 414,891,910 | 314,804,216 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Bank loans | 18 | 27,833,638 | 28,791,990 |
| Bond loans | 18 | 369,448,907 | 123,642,571 |
| Other loans | 18 | 39,564,019 | 39,521,862 |
| Lease liabilities | 9 | 4,163,329 | 4,230,758 |
| Provisions | 20 | 5,939,829 | 6,741,659 |
| Other payables | 22 | 19,381,789 | 16,289,251 |
| Deferred tax assets | 11 | 323,118 | — |
| Other non-current liabilities | 23 | 1,008,102 | 389,220 |
| Total non-current liabilities | 467,662,731 | 219,607,312 | |
| CURRENT LIABILITIES: | |||
| Bank loans | 18 | 970,517 | 958,352 |
| Bond loans | 18 | 23,979 | 138,416 |
| Other loans | 18 | — | 2,489,943 |
| Lease liabilities | 9 | 621,573 | 334,119 |
| Trade payables | 21 | 5,386,374 | 6,640,473 |
| Other payables | 22 | 2,889,465 | 1,444,403 |
| State and other public entities | 14 | 349,668 | 698,283 |
| Other current liabilities | 23 | 2,799,405 | 2,400,189 |
| Total current liabilities | 13,040,981 | 15,104,178 | |
| Total liabilities | 480,703,712 | 234,711,489 | |
| Total equity and liabilities | 895,595,622 | 549,515,705 |
The accompanying notes are part of these financial statements.
(Translation of financial statements originally issued in Portuguese - Note 34) (amounts expressed in Euros)
| Notes | 31.12.2022 | 31.12.2021 | |
|---|---|---|---|
| Sales | 24 | 49,038,283 | 45,938,444 |
| Services rendered | 24 | 3,567,188 | 495,306 |
| Other income | 25 | 430,947 | 222,713 |
| Cost of sales | (24,251,860) | (19,322,070) | |
| External services and supplies | 26 | (14,896,323) | (12,757,804) |
| Payroll expenses | 27 | (9,099,161) | (4,120,863) |
| Provisions and impairment reversals /(losses) in current assets | (181,679) | — | |
| Results related to investments | 5 | (604,019) | — |
| Other expenses | 28 | (346,574) | (77,800) |
| Earnings before interest, taxes, depreciation, amortization and | |||
| Impairment reversals / (losses) in non-current assets | 3,656,802 | 10,377,925 | |
| Amortization and depreciation | 29 | (9,802,247) | (9,428,756) |
| Impairment reversals / (losses) in non-current assets | 4 | 2,398,354 | — |
| Earnings before interest and taxes | (3,747,091) | 871,369 | |
| Financial expenses | 30 | (14,572,667) | (1,846,778) |
| Financial income | 30 | 11,995,060 | 4,707,159 |
| Dividends received | 30 | 8,492,388 | — |
| Profit before income tax and CESE | 2,167,690 | 3,809,551 | |
| Income tax | 11 | 1,686,020 | (1,026,316) |
| Energy sector extraordinary contribution (CESE) | 11 | (328,412) | (343,983) |
| Profit after income tax and CESE | 3,525,298 | 2,439,253 | |
| Net profit for the year | 3,525,298 | 2,439,253 |
The accompanying notes are part of these financial statements.
(Translation of financial statements originally issued in Portuguese - Note 34) (amounts expressed in Euros)
| Notes | 31.12.2022 | 31.12.2021 | |
|---|---|---|---|
| Net profit for the year | 3,525,298 | 2,439,253 | |
| Other comprehensive income: | |||
| Items that may be reclassified to profit or loss in the future | 944,011 | — | |
| Total comprehensive income for the year | 4,469,309 | 2,439,253 |
The accompanying notes are part of these financial statements.
(Translation of financial statements originally issued in Portuguese - Note 34) (amounts expressed in Euros)
| Notes | Share capital |
Other equity instruments |
Legal reserve |
Hedging reserves |
Other reserves |
Retained earnings |
Net profit for the year |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2021 | 17 | 50,000 | 9,583,819 | 10,000 | — | 13,150,000 | 27,280,338 | 14,418,196 | 64,492,353 |
| Appropriation of net profit from 2020 |
— | — | — | — | — | 14,418,196 | (14,418,196) | — | |
| Share capital increase | 199,499,998 | — | — | — | — | — | — | 199,499,998 | |
| Share capital increase in kind | 47,600,000 | 8,400,000 | — | — | — | — | — | 56,000,000 | |
| Conversion of reserves into share capital |
19,950,000 | — | — | — | — | (19,950,000) | — | — | |
| Conversion of supplementary capital into reserves |
— | (9,583,819) | — | — | 9,583,819 | — | — | — | |
| Charges with issuance of new shares |
— | (7,627,388) | — | — | — | — | — | (7,627,388) | |
| Total comprehensive income for the year |
— | — | — | — | — | — | 2,439,253 | 2,439,253 | |
| Balance as at 31 December 2021 | 17 | 267,099,998 | 772,612 | 10,000 | — | 22,733,819 | 21,748,534 | 2,439,253 | 314,804,216 |
| Balance as at 1 January 2022 | 17 | 267,099,998 | 772,612 | 10,000 | — | 22,733,819 | 21,748,534 | 2,439,253 | 314,804,216 |
| Appropriation of net profit from 2020 |
— | — | 121,963 | — | — | 2,317,290 | (2,439,253) | — | |
| Share capital increase | 17 | 99,994,277 | — | — | — | — | — | — | 99,994,277 |
| Charges with issuance of new shares |
17 | — | (4,263,041) | — | — | — | — | — | (4,263,041) |
| Others | — | — | (112,851) | — | — | (112,851) | |||
| Total comprehensive income for the year |
— | — | — | 944,011 | — | — | 3,525,298 | 4,469,309 | |
| Balance as at 31 December 2022 | 17 | 367,094,275 | (3,490,429) | 131,963 | 944,011 | 22,620,968 | 24,065,824 | 3,525,298 | 414,891,910 |
The accompanying notes are part of these financial statements.
(Translation of financial statements originally issued in Portuguese - Note 34) (amounts expressed in Euros)
| Notes | 31.12.2022 | 31.12.2021 | |||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Receipts from customers | 59,574,592 | 51,625,983 | |||
| Payments to suppliers | (54,244,994) | (36,931,965) | |||
| Payments to personnel | (7,015,414) | (2,443,896) | |||
| Other receipts/(payments) relating to operating activities | (1,863,665) | (3,671,766) | |||
| Income tax (paid)/received | (333,461) | (3,882,942) | (2,616,039) | 5,962,317 | |
| Cash flows generated by operating activities (1) | (3,882,942) | 5,962,317 | |||
| Investing activities: | |||||
| Receipts arising from: | |||||
| Financial investments | — | 3,433 | |||
| Interest and similar income | 1,870,615 | 102,693 | |||
| Dividends | 30 | 8,492,388 | 10,363,004 | — | 106,126 |
| Payments relating to: | |||||
| Financial investments | 16 | (46,468,242) | (20,952,917) | ||
| Property, plant and equipment | (7,216,570) | (5,018,376) | |||
| Intangible assets | (1,466,976) | (55,151,789) | (151,285) | (26,122,578) | |
| Cash flows generated by investment activities (2) | (44,788,785) | (26,016,452) | |||
| Financing activities: | |||||
| Receipts arising from: | |||||
| Loans obtained | 18 | 317,500,000 | 328,000,000 | ||
| Loans with Group companies | 32 | 140,000,000 | 22,000,000 | ||
| Share capital increases | 17 | 99,994,277 | 557,494,277 | 199,499,998 | 549,499,998 |
| Payments relating to: | |||||
| Interest and similar expenses | (10,782,699) | (3,664,810) | |||
| Charges with issuance of new shares | (4,263,041) | (7,594,753) | |||
| Lease liabilities | 9 | (673,989) | (375,486) | ||
| Loans obtained | 18 | (71,000,000) | (148,500,000) | ||
| Loans with Group companies | 32 | (385,401,085) | (185,372,652) | ||
| Other financing transactions | 18 | (1,023,020) | (473,143,834) | — | (345,507,701) |
| Cash flows generated by financing activities (3) | 84,350,443 | 203,992,297 | |||
| Cash and cash equivalents at the beginning of the year | 16 | 185,612,145 | 1,673,983 | ||
| Net increase/(decrease) in cash and cash equivalents: (1)+(2)+(3) |
35,678,716 | 183,938,162 | |||
| Cash and cash equivalents at the end of the year | 16 | 221,290,861 | 185,612,145 |
The accompanying notes are part of these financial statements.
Greenvolt – Energias Renováveis, S.A. (hereinafter referred to as "Greenvolt" or "the Company", until 10 March 2021 formerly named Bioelétrica da Foz, S.A.), is a private limited company incorporated in 2002, under the laws of Portugal, having its registered office in Rua Manuel Pinto de Azevedo, Porto, and registered with the Portuguese trade register under number 506 042 715.
At the end of November 2018, following the approval by the competent competition authorities and the fulfilment of the conditions necessary for the execution of the share purchase and sale agreement, the agreement of the Altri Group with the EDP Group for the acquisition of the remaining 50% of the Company's capital was concluded.
All the shares representing Greenvolt's share capital were admitted to trading on Euronext Lisbon on July 15, 2021.
Until June 30, 2021, the company's activities were focused on the promotion, development, and management, directly or indirectly, of power plants and other facilities for the production and sale of energy, through sources of waste and biomass and the carrying out of studies and execution of projects within the same scope, as well as the provision of any other related activities and services.
| Power plant | Country | Beginning of electricity supply to the grid |
Injection capacity (MW) (1) |
End of tariff period |
|---|---|---|---|---|
| Mortágua | Portugal | August 1999 | 10 MW | August 2024 |
| Constância | Portugal | July 2009 | 13 MW | July 2034 |
| Figueira da Foz I | Portugal | April 2009 | 30 MW | April 2034 |
As at the present date, the Company holds biomass plants in:
(1) According to the respective license
In addition, through its subsidiaries, the Company holds stakes in the following biomass plants:
| Power plant | Country | Beginning of electricity supply to the grid |
Injection capacity (MW) (1) |
End of tariff period |
|---|---|---|---|---|
| Ródão Power | Portugal | December 2006 | 13 MW | November 2031 |
| Figueira da Foz II | Portugal | July 2019 | 34.5 MW | July 2044 |
| Tilbury | United Kingdom | January 2019 | 41.6 MW | March 2037 |
(1) According to the respective license
2021 and 2022 were extremely important for Greenvolt Group, of which the Company is the parent company, as the Group began a strategy of mostly inorganic growth, based not only on biomass, but also dedicated to the development of wind and photovoltaic energy projects and distributed energy generation, through the following acquisitions of companies (nonexhaustive information):
Greenvolt is also dedicated to managing shareholdings primarily in the energy sector, as the parent company of the group of companies shown under Note 4.
The main accounting policies adopted in preparing the attached financial statements are described below:
The accompanying financial statements were prepared in the assumption of going concern basis, from the accounting books and records of the Company, in accordance with the International Financial Accounting Standards, as adopted by the European Union, and as foreseen in the Paragraph 3 of the Article 4 of the Decree-Law no. 158/2009 of 13 July, republished by the Decree-Law no. 98/2015, of 2 June. Such accounting standards include: the International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards ("IAS"), as issued by the International Accounting Standard Committee ("IASC") and respective interpretations – IFRIC and SIC, issued, respectively, by the IFRS Interpretations Committee ("IFRS-IC") and by the Standing Interpretations Committee ("SIC"), which have been adopted by the European Union on the account publication date, which had been endorsed by the European Union. Hereinafter, all those standards and interpretations will be generically referred to as "IFRS".
The Board of Directors assessed the capacity of the Company and its subsidiaries to operate on a going concern basis, based on the entire relevant information, facts and circumstances, of a financial, commercial or other nature, including events subsequent to the financial statements' reference date, as available regarding the future. As a result of the assessment conducted, the Board of Directors concluded that it has adequate resources to keep up its operations, which it does not intend to cease in the short term; therefore, it was considered appropriate to use the going concern basis in preparing the financial statements.
Up to the date of approval of these financial statements, the European Union endorsed the following accounting standards, interpretations, amendments, and revisions, mandatorily applied to the financial year beginning on 1 January 2022:
| Standard / Interpretation | Applicable in the European Union in the financial years began on or after |
|
|---|---|---|
| Amendments to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and annual improvements to the 2018-2020 standards |
1-Jan-22 | These amendments correspond to a set of updates to the various standards mentioned, namely: – IFRS 3 - update of the reference to the 2018 conceptual structure; additional requirements for analysing obligations under IAS 37 or IFRIC 21 on the acquisition date; and explicit clarification that contingent assets are not recognized in a business combination. – IAS 16 - prohibition of deducting the cost of a tangible asset from income related to the sale of products before the asset is available for use. – IAS 37 - clarification that the costs of fulfilling a contract correspond to costs directly related to |
| the contract. – Annual improvements 2018-2020 correspond essentially to amendments to standards, IFRS 1, IFRS 9, IFRS 16 and IAS 41. |
The adoption of the these standards, interpretations, amendments and revisions had no significant effects on the Company's financial statements for the period ended 31 December 2022.
The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future years:
| Standard / Interpretation | Applicable in the European Union in the financial years began on or after |
|
|---|---|---|
| IFRS 17 – Insurance contracts; includes amendments to IFRS 17 |
1-Jan-23 | This standard establishes, for insurance contracts within its scope, the principles for their recognition, measurement, presentation and disclosure. This standard replaces IFRS 4 – Insurance Contracts. |
| Amendment to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Definition of accounting estimates |
1-Jan-23 | This amendment changes the definition of accounting estimates and clarifies that changes in estimates as a result of new information do not correspond to errors. |
| Amendment to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 – Disclosure of Accounting Policies |
1-Jan-23 | These amendments establish criteria for the identification and disclosure of material accounting policies. |
| Amendment to IAS 12 Income Taxes: Deferred Taxes related to Assets and Liabilities arising from a Single Transaction |
1-Jan-23 | These amendments establish criteria for deferred tax related to assets and liabilities arising from a single transaction. |
| Amendment to IFRS 17 – Initial application of IFRS 17 and IFRS 9 – Comparative information |
1-Jan-23 | This amendment introduces a transition option regarding the comparative presentation of financial assets in the initial application of IFRS 17, aligning the requirements regarding initial application and comparative information for IFRS 17 and IFRS 9 (classification overlay). |
Despite having been endorsed by the European Union, these amendments were not adopted by the Company in the financial statements for the period ended 31 December 2022, since their application is not yet mandatory. The future adoption of these amendments is not expected to have a significant impact on the financial statements.
The following standards, interpretations, amendments and revisions were not endorsed by the European Union at the date of the approval of these financial statements:
| Standard / Interpretation | Applicable in the European Union for financial years beginning on or after |
|
|---|---|---|
| Amendment to IAS 1 Presentation of Financial Statements - Classification of liabilities as current or non-current and disclosure of non-current liabilities subject to covenants |
1-Jan-24 | This amendment published by IASB clarifies the classification of liabilities as current and non-current, as well as the disclosure criteria for non-current liabilities subject to covenants, analysing the contractual conditions existing at the reporting date. |
| Amendment to IFRS 16 Leases – Lease Liability in a sale and leaseback |
1-Jan-24 | This amendment published by the IASB adds requirements that clarify how sale and leaseback transactions should be accounted for under this standard. |
These standards have not yet been endorsed by the European Union and, as such, the Company did not proceed with the early adoption of any of these standards in the financial statements for the period ended 31 December 2022, as their application is not mandatory, and is in the process of examining the expected effects of these standards.
The accounting policies adopted in the preparation of the attached financial statements were consistently applied, in all material aspects, when comparing to the accounting policies used in the preparation of the financial statements for the period ended 31 December 2021, except for the adoption of new standards effective for periods beginning on or after January 1, 2022, as well as the introduction of new policies that were not applicable to the financial statements as at 31 December 2021.
During the period ended December 31, 2022, there were no voluntary changes in the accounting policies, and no material errors were recognised related to prior years.
The main recognition and measurement criteria used by the Company in preparing its financial statements are as follows:
Investments in subsidiaries and associated companies are measured in accordance with IAS 27, at acquisition cost net of any impairment losses.
Subsidiaries are all entities where the Company has decision-making power over financial or operational policies, normally associated with direct or indirect control of more than half of the voting rights.
Dividends received from these investments are recorded as gains on investments, when attributed.
Financial investments in joint ventures are investments in entities that are the object of a joint agreement by all or by their holders, with the parties that have joint control of the agreement rights over the entity's net assets. Joint control is obtained by contractual provision and exists only when the associated decisions have to be taken unanimously by the parties that share control.
Financial investments in associated companies are investments in entities over which Greenvolt has significant influence, but does not exercise control.
Financial investments in subsidiaries, joint ventures and associated companies are recorded using the equity method, these financial investments are initially recorded at acquisition cost and subsequently adjusted by the amount corresponding to the Company participation in the comprehensive income (including net income for the year) of the joint ventures, against other comprehensive income of the Company or of the gains or losses for the year, as applicable.
Dividends received from these investments are recorded as dividends received, when attributed.
The Company performs impairment tests to financial investments in subsidiaries and associates whenever events or changes in the circumstances indicate that the amount for which they are recorded in the financial statements might not be recoverable.
The impairment analysis is based on the fair value estimate of the net assets of the subsidiary, net of the fair value of its liabilities.
Any change in impairment losses is recognized under the line item "Impairment reversals / (losses) in financial investments".
Property, plant and equipment are recorded at acquisition cost, net of the corresponding depreciation as well as accumulated impairment losses.
The acquisition cost includes the asset's purchase price, expenses directly attributable to its acquisition and charges with the preparation of the asset so that it can be readied for proper use. Borrowing costs incurred with the construction of qualifiable tangible assets are recognised as part of the asset's construction cost.
After the date when the assets are available for use, amortization is calculated using the straight-line method in accordance with the estimated useful life period for each group of assets.
Amortization rates used correspond to the following estimated useful life periods:
Integrated Annual Report 2022
| Years | |
|---|---|
| Land and buildings | 1 to 2 |
| Basic equipment | 3 to 24 |
| Transport equipment | 4 to 6 |
| Administrative equipment and tools | 3 to 8 |
Maintenance and repair expenses that do not increase the assets' useful life or result in significant upgrades or improvements to components of property, plant and equipment are recorded as an expense in the financial year when they are incurred.
In the case of scheduled periodic maintenance, some of which are required by regulation, the costs of such operations are recorded as assets and depreciated during the estimated period until the next periodic maintenance.
Property, plant and equipment in progress represent fixed assets still under construction, and are recorded at acquisition cost net of any impairment losses. These fixed assets are amortised from the moment when they are available for use and under the necessary operating conditions.
The Company assesses the assets' impairment whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount and, at least, annually, being the impairment recognised in the income statement (when applicable).
Gains or losses resulting from the sale or write-off of the tangible fixed assets are determined as the difference between the sales price and the net book value on the disposal or write-off date, being recorded in the income statement under the line items "Other income" or "Other expenses."
Intangible assets are recorded at acquisition cost, net of amortization and accumulated impairment losses. Intangible assets are recognised only if they are likely to result in future economic benefits for the Company, if they can be controlled by the Company, and if their value can be reasonably measured.
When acquired individually, intangible assets are recognised at acquisition cost, net of accumulated amortization and impairment losses.
Internal expenses associated with software maintenance and development are recorded as costs in the income statement when incurred, except when said costs are directly associated with projects for which future economic benefits are likely to be generated. In such situations, costs are capitalised as intangible assets. These costs include expenses with employees directly assigned to the projects.
After the assets are available for use, amortization is calculated using the straight-line method in accordance with the estimated useful life period.
The Company's assets impairment is assessed on the date of every statement of financial position and whenever there is an event or change in circumstances indicating that the amount for which the asset is recorded might not be recoverable.
Whenever the amount for which the asset is recorded is higher than its recoverable amount, an impairment loss is recognised and recorded in the income statement under the line item "Impairment losses in non-current assets".
The recoverable amount is determined as the higher of its net sales price and its value in use. The net sales price is the amount that would be obtained from the asset's disposal, in a transaction between independent knowledgeable entities, net of the costs directly attributable to the disposal. The value in use is the present value of estimated future cash flows that are expected to be obtained from the continuous use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated individually for each asset or, if not possible, for the cash-generating unit to which the asset belongs.
The reversal of impairment losses recognised in previous financial years is recorded when it is concluded that previously recognised impairment losses no longer exist or have decreased. The reversal of impairment losses is recognised in the income statement under the line item "Impairment reversals in non-current assets". This reversal is made to the extent that the new carrying amount does not exceed the carrying amount that would have been determined, net of amortization or depreciation, if no impairment loss had been recognised in prior periods.
At the start of every agreement, the Company assesses whether the agreement is, or contains, a lease. That is, whether the right of use of a specific asset or assets is being transferred for a certain period of time in exchange for a payment.
The Company applies the same recognition and measurement method to every lease, except for short-term leases and leases associated with low-value assets. The Company recognises a liability related to lease payments and an asset identified as a right of use of the underlying asset.
At the lease start date (that is, the date from which the asset is available for use), the Company recognises an asset related to the right of use. "Right-of-use" assets are measured at cost, net of depreciation and accumulated impairment losses, adjusted by the remeasuring of the lease liability. The cost comprises the initial value of the lease liability adjusted for any lease payments made on or prior to the start date, on top of any initial direct costs incurred, as well as a cost estimate for dismantling and removing the underlying asset (if applicable), net of any incentive granted (if applicable).
The right-of-use asset is depreciated in twelfths, using the straight-line depreciation method, based on the lease term.
If the ownership of the asset is transferred to the Company at the end of the lease period, or the cost includes a purchase option, depreciation is calculated taking into account the asset's estimated useful life.
Right-of-use assets are also subject to impairment losses.
At the lease start date, the Company recognises a liability measured at the present value of the lease payments to be made throughout the agreement. Lease payments included in measuring the lease liability include fixed payments, net of any incentives already received (where applicable) and variable payments associated with an index or rate. Where applicable, payments also include the cost of exercising a purchase option, which shall be exercised by the Company with reasonable certainty, and payments of penalties for ending the agreement, if the lease terms reflect the Company's exercising option.
The lease liability is measured at amortised cost, using the effective interest method, being remeasured when changes occur to future payments derived from a change to the rate or index, as well as possible modifications to the lease agreements.
Variable payments not associated with any indices or rates are recognised as an expense during the financial year, in the financial year when the event or condition leading to the payment occurs.
To calculate the present value of future lease payments, the Company uses its incremental interest rate on the lease start date, since the interest rate implicit in the agreement cannot be readily determined. After that date, the lease liability amount is increased by adding interest and reduced by lease payments made. In addition, the amount is remeasured in the event of a change in the terms of the agreement, the in lease amounts (e.g., changes in future payments caused by a change to an index or rate used in determining said payments) or a change in the assessment of a purchase option associated with the underlying asset.
The Company derecognises a financial liability (or a part of a financial liability) from its statement of financial position when, and only when, the obligation specified in the contract is discharged or cancelled or expired. An exchange between an existing borrower and lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability, or a part of it, is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in the income statement.
The Company applies the recognition exemption to its assets' short-term leases (i.e., leases lasting up to 12 months and not containing a purchase option).
The Company also applies the recognition exemption to leases of assets deemed to be of low value. Payments of short-term and low-value leases are recognised as an expense in the financial year, throughout the lease period.
Financial expenses related to loans are generally recognised as an expense in the income statement on an accrual basis.
Financial expenses on loans directly related to the acquisition, construction or production of property, plant and equipment are capitalised as part of the cost of the asset. The capitalisation of these expenses begins after the start of preparation of the construction or development activities of the asset and is interrupted when those assets are available for use or at the end of the construction of the asset or when the project in question is suspended.
Operating grants, namely related to personnel training programs, are recorded in the income statement in the same period the related costs are incurred, regardless of the period when the grants are received.
Financial incentives received for funding property, plant and equipment are recorded in the statement of financial position as "Other current liabilities" and "Other noncurrent liabilities", regarding short-term and medium/long-term instalments, respectively, and recognised in the income statement proportionally to the amortization of the subsidised property, plant and equipment.
Financial assets and liabilities are recognised in the Company's statement of financial position when it becomes part of the instrument's contractual provisions.
Financial assets and liabilities are initially measured at their fair value. Transaction costs directly attributable to the acquisition or issue of financial assets and liabilities (which are not financial assets and liabilities measured at fair value through income statement) are added to or deducted from the fair value of the financial asset and liability, as appropriate, in the initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or liabilities recognised at fair value through profit or loss are recognised immediately in the income statement.
All purchases and sales of financial assets are recognised on the date of signature of the respective purchase and sale contracts, regardless of the date of their financial settlement.
All recognised financial assets are subsequently measured at amortised cost or at their fair value, depending on the business model adopted by the Company and the characteristics of its contractual cash flows.
Classification of financial assets
Fixed income debt instruments and receivables that meet the following conditions are subsequently measured at amortised cost:
The effective interest rate method is a method of calculating the amortised cost of a financial instrument and of allocating the corresponding interest during its life.
For financial assets that are not acquired or originated with impairment (i.e. assets impaired on initial recognition), the effective interest rate is the rate that accurately discounts the estimated future cash flows (including fees and commissions paid or received that are an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the instrument in its gross carrying amount at the date of its initial recognition.
The amortised cost of a financial asset is the amount by which it is measured on initial recognition net of principal repayments plus the accumulated amortization, using the effective interest rate method, of any difference between that initial amount and the amount of its repayment, adjusted for any impairment losses.
Interest-related revenue is recognised in the income statement under the line item "Financial income", using the effective interest rate method, for financial assets subsequently recorded at amortised cost or at fair value through profit or loss. Interest revenue is calculated by applying the effective interest rate to the financial asset's gross carrying amount.
Debt instruments and receivables that meet the following conditions are subsequently measured at fair value through other comprehensive income:
In the initial recognition, the Company can make an irrevocable choice (on a financial instrument-by-financial-instrument basis) to state certain investments under equity instruments (shares) at fair value through other comprehensive income when these fulfil the definition of capital provided for under IAS 32 Financial instruments: Presentation and not held for trading. Classification is determined on an instrumentby-instrument basis.
The fair-value designation through other comprehensive income is not permitted if the investment is held for trading purposes or when resulting from a contingent consideration recognised as part of a business combination.
A capital instrument is held for trading if:
Investments in equity instruments recognised at fair value through other comprehensive income are initially measured at their fair value plus transaction expenses. Subsequently, they are measured at their fair value with gains and losses arising from their change, as recognised under other comprehensive income. At the time of its disposal, the accumulated gain or loss generated with these financial instruments is not reclassified to the consolidated income statement, but, rather, merely transferred to "Retained earnings", included in the equity line item "Other reserves and retained earnings".
(iii) Financial assets at fair value through profit or loss
Financial assets that do not meet the criteria for being measured at amortised cost or at fair value through other comprehensive income are measured at fair value through profit or loss.
These assets include financial assets held for trading, financial assets designated at the time of initial recognition as measured at fair value through profit or loss, or financial assets that are mandatorily measured at fair value.
Financial assets recorded at fair value through profit or loss are measured at fair value obtained at the end of each reporting period. The corresponding gains or losses are recognised in the income statement, except if they are part of a hedging relationship.
The Company recognises expected impairment losses for debt instruments measured at amortised cost or at fair value through other comprehensive income, as well as for trade receivables, other receivables, and assets associated with contracts with customers. Impairment loss of these assets is recorded according to the expected impairment losses ("expected credit losses") of those financial assets. The loss amount is recognised in the income statement of the financial year when this situation occurs.
The expected impairment loss amount for the aforementioned financial assets is updated on every reporting date in order to reflect the credit risk changes occurred since the initial recognition of the corresponding financial assets.
Expected impairment losses for financial assets measured at amortised cost (trade receivables and other debts from third parties and assets associated with contracts with customers) are estimated taking into account the specificities of each business, the historical knowledge of each client, as well as from estimated future macroeconomic conditions.
According to the expected simplified approach, the Company recognizes the expected impairment losses for the economic life of trade receivables and other debts from third parties ("lifetime"). Expected losses on these financial assets are estimated using an impairment matrix based on the Company's historical experience of impairment losses, affected by specific prospective factors related to debtors' expected credit risk, by the evolving general economic conditions and by an evaluation of current and projected circumstances on the financial reporting date, when relevant.
Measuring expected impairment losses reflects the estimated probability of default, the probability of loss due to such default (i.e., the magnitude of loss in the event of default) and the Company's actual general exposure to such default.
Assessment of the probability of default and of loss due to such default is based on existing historical information, adjusted for future estimated information as described above.
For financial assets, exposure to default is shown as the assets' gross book value on each reporting date. For financial assets, expected impairment loss is estimated as the difference between every contractual cash flow owed to the Company, as agreed upon between the parties, and the cash flows the Company expects to receive, discounted at the original effective interest rate.
The Company recognizes gains and losses regarding impairments in the income statement for every financial instrument, with the corresponding adjustments to their book value via the line item of accumulated impairment losses in the statement of financial position.
Taking into consideration the Company's rigorous credit control policy, irrecoverable debts have been almost non-existent.
The Company maintains impairments recognised in previous financial years as a result of specific past events and based on specific balances examined on a case-by-case basis.
The amounts presented in the statement of financial position are net of accumulated impairment losses for bad debts that were estimated by the Company; therefore, they are at their fair value.
For every other situation and nature of balances receivable, the Company applies the general impairment model approach. On every reporting date, it assesses whether there was a significant increase in credit risk from the asset's initial recognition date. If credit risk did not increase, the Company calculates an impairment corresponding to the amount equivalent to expected losses within a 12-month period. If credit risk did increase, the Company calculates an impairment corresponding to the amount equivalent to expected losses for every contractual cash flow up to the asset's maturity. The credit risk is assessed in accordance with the loans disclosed in the credit risk management policies.
The Company derecognises a financial asset only when the asset's contractual cashflow rights expire, or when transferring the financial asset and substantially every risk and benefit associated with its ownership to another entity. When substantially every risk and benefit arising from ownership of an asset is neither transferred nor retained, or control over the asset is not transferred, the Company keeps on recognising the transferred asset to the extent of its continued involvement. In this case, the Company also recognises the corresponding liability, the transferred asset and corresponding liability are measured on a basis that reflects the rights and obligations retained by the Company. If the Company retains substantially every risk and benefit associated with ownership of a transferred financial asset, the Company keeps on recognising said asset; in addition, it recognises a loan for the amount received in the meantime.
In derecognising a financial asset measured at amortised cost, the difference between the carrying amount and the sum of the retribution received and to be received is recognised in the income statement.
On the other hand, when derecognising a financial asset represented by a capital instrument recorded at fair value through other comprehensive income, the accumulated gain or loss in the revaluation reserve is reclassified to the income statement.
However, in derecognising a financial asset represented by a capital instrument irrevocably designated in the initial recognition as recorded at fair value through other comprehensive income, the accumulated gain or loss in the revaluation reserve is not reclassified to the income statement, but, rather, transferred to the line item "Retained earnings".
Financial liabilities and equity instruments are classified as liability or as equity according to the transaction's contractual substance.
The Company considers equity instruments to be those where the transaction's contractual support shows that the Company holds a residual interest in a set of assets after deducting a set of liabilities.
The equity instruments issued by the Company are recognised by the amount received, net of costs directly attributable to their issue.
Supplementary capital is considered to be an equity instrument as it bears no interest, has no defined maturity and may only be reimbursed by the Company and favourable approval by the shareholders and within legal constraints.
Whenever the ownership of supplementary capital is transferred to the Company, such transfer is recorded as a repurchase of equity instruments and is recorded in the caption "Other reserves" within Equity.
The repurchase of equity instruments issued by the Company (own shares) is accounted for at its acquisition cost as a deduction from equity. Gains or losses inherent to disposal of own shares are recorded under the line item "Other reserves".
After initial recognition, every financial liability is subsequently measured at amortised cost or at fair value through profit or loss.
Financial liabilities are recorded at fair value through profit or loss when:
A financial liability is classified as held for trading if:
Financial liabilities recorded at fair value through profit or loss are measured at their fair value with the corresponding gains or losses arising from their variation, as recognised in the income statement, except if assigned to hedging transactions.
Financial liabilities not designated for being recorded at fair value through profit or loss are subsequently measured at amortised cost using the effective interest rate method.
The effective interest rate method is a method of calculating the amortised cost of a financial liability and of allocating the corresponding interest during its life.
The effective interest rate is the rate that accurately discounts the estimated future cash flows (including fees and commissions paid or received that are an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the instrument in its gross carrying amount at the date of its initial recognition.
Loans in the form of commercial paper issues are categorised as non-current liabilities when they are guaranteed to be placed for at least one year, and the Company's Board of Directors intends to use this source of funding also for at least one year.
The other financial liabilities basically refer to lease liabilities, which are initially recorded at their fair value. Following their initial recognition, these financial liabilities are measured at amortised cost, using the effective interest rate method.
The Company derecognises financial liabilities when, and only when, the Company's obligations are settled, cancelled or have expired.
The difference between the derecognised financial liability's carrying amount and the consideration paid or payable is recognised in the income statement.
When the Company and a given creditor exchange a debt instrument for another containing substantially different terms, said exchange is accounted for as an extinction of the original financial liability and the recognition of a new financial liability.
Likewise, the Company accounts for substantial modifications to the terms of an existing liability, or to a part thereof, as an extinction of the original financial liability and the recognition of a new financial liability.
If the modification is not substantial, the difference between: (i) the liability's carrying amount prior to modification; and (ii) the present value of future cash flows after modification is recognised in the income statement as a modification gain or loss.
Financial assets and financial liabilities are offset and the corresponding net amount is shown under the statement of financial position if there is a present right of mandatory fulfilment to offset the recognised amounts and with the intention of either settling on a net basis or realising the asset and simultaneously settling the liability.
Greenvolt uses derivative instruments in managing its financial risks as a way to ensure hedging against said risks. Derivative instruments are not used for trading purposes.
The derivative instruments used by the Company and defined as cash-flow hedging instruments concern interest rate hedging instruments for interest rate fluctuation, as well as hedging of inflation rate.
Risk is hedged in its entirety, thus not giving rise to the hedging of risk components. For said risks, no single objective hedging amount is set.
The derivative financial instruments used for economic risk hedging purposes can be classified in the accounts as hedging instruments, provided they cumulatively meet the following conditions:
a. On the transaction start date, the hedging ratio is identified and formally documented, including identification of the hedged item, the hedging instrument and assessment of hedging effectiveness;
354 6. S.F. STATEMENTS AND NOTES
Integrated Annual Report 2022
Whenever expectations of evolving interest rates so justify, the Company seeks to contract protection transactions against unfavourable operations, using derivative instruments, such as, among others, interest rate swaps (IRS) and interest rate collars.
Selecting hedging instruments to be used basically states their features in terms of economic risks they seek to hedge. Also considered are the implications of including each additional instrument in existing derivative portfolio, namely effects in terms of volatility of results.
In the case of variable interest rate hedging instruments, the indexes, the calculation conventions, the interest rate reset dates and the repayment schedules for the interest rate hedging instruments are in all respects identical to the conditions established for the underlying loans contracted, so they set up perfect hedging relationships.
The hedging instrument is contracted based on the best estimate of the associated future transactions and in order to minimize the sources of inefficiency arising from the fact that cash flows do not occur at the same time and from the fact that transaction values are subject to inflation variation be variable. Similarly to the interest rate setting instruments, Greenvolt contracts an index similar to the one used to update the price of the hedged transaction.
Hedging instruments are recorded at their fair value.
Fair value of these financial instruments is determined by third entities and validated by using IT systems for stating derivative instruments. In the case of swaps, this was based on updating, for the date of the statement of financial position, the future cash flows of the derivative instrument's fixed leg and variable leg.
Accounting for the hedging of derivative instruments is discontinued when the instrument matures or is sold, or when the future transaction is no longer highly probable.
In situations where the derivative instrument is no longer qualified as a hedging instrument, the fair value differences accumulated up to that point, which are recorded in equity under the line item "Hedging reserves", are transferred to results for the period, or added to the asset's book value to which the transactions subject to hedging gave rise, and subsequent revaluations are recorded directly under the line items of the income statement. In the case of highly probable future transaction hedges, the accumulated amount in Other comprehensive income should remain if future hedged cash flows are expected to still occur. Otherwise, the accumulated amount is immediately reclassified to the income statement as a reclassification
adjustment. After the interruption, as soon as the hedged cash flows occur, any accumulated amount remaining in equity under "Hedging reserves" must be accounted for in accordance with the nature of the underlying transaction.
Provisions are recognised when, and only when, the Company has a present (legal or constructive) obligation resulting from a past event, it is likely that, to resolve this obligation, an outflow of resources occurs and the obligation amount can be reasonably estimated. Provisions are reviewed on the date of each statement of financial position and adjusted to reflect the best estimate on that date.
Provisions for restructuring expenses are recognised by the Company whenever a formal and detailed restructuring plan exists and has been communicated to the parties involved.
The Company records provisions for these purposes when there is a legal, contractual or constructive obligation at the end of the assets' useful life. Consequently, provisions of this nature have been included at power plants in order to address the corresponding liabilities regarding expenses with restoring sites and land to its original conditions. These provisions are calculated based on the present value of the corresponding future liabilities. They are recorded against an increase in the respective property, plant and equipment, being amortized on a straight-line basis for the average expected useful life of these assets.
On an annual basis, provisions are subject to review in accordance with the estimate of the corresponding future liabilities. The provision's financial update, in reference to the end of each period, is recognised in the income statement.
Environmental expenditures are recognised as expenses in the period in which they are incurred, unless they meet the necessary criteria for being recognised as an asset.
The amounts included under the line item "Cash and cash equivalents" correspond to cash amounts, bank deposits, term deposits, and other treasury applications, maturing in less than three months, and are subject to insignificant risk of change in value.
In terms of statement of cash flows, the line item "Cash and cash equivalents" also comprises bank overdrafts included under the current liability line item "Bank loans".
The statement of cash flows is prepared according to IAS 7, using the direct method.
The statement of cash flows is categorised under operating (which include receipts from customers, payments to suppliers, payments to personnel and others related to operating activities), financing (which include payments and receipts related to borrowings, lease liabilities and dividend payments) and investment activities (which include acquisitions and disposals of investments in subsidiaries and receipts and payments arising from the purchase and sale of property, plant and equipment).
Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not fully under the control of the Company.
Contingent assets are not recognised in the Company's financial statements being disclosed only when a future economic benefit is likely to occur.
Contingent liabilities are defined by the Company as: (i) possible obligations arising from past events, whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not under full control of the Company, or (ii) present obligations arising from past events but that are not recognised because it is unlikely that a cash flow affecting economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the Company's financial statements and are disclosed unless the possibility of a cash outflow affecting future economic benefits is remote, in which case they are not disclosed at all.
Greenvolt attributed performance bonuses to some employees, whose value is indexed to the evolution of the shares price. The exercise date of the option to realise the bonus may be determined at the discretion of the employee after three years from its attribution, up to a maximum of 50%, and the remainder may be exercised at the discretion of the employee after the fourth year of attribution.
The settlement of such amount is made in cash, whereby the value of these liabilities is determined on the grant date and subsequently updated, at the end of each reporting period, based on the number of shares, in a total of 3,730,000 shares, and their fair value at the reporting date, which is determined by Bloomberg, using the Black-Scholes model. The associated liability is recognised as personnel costs proportionally to the time elapsed between these dates, with the unpaid amount being recognised as "Other current liabilities" or "Other non-current liabilities", depending on the option exercise date.
The Company has a defined contribution pension plan for its employees with permanent subordinated employment contracts. According to this plan, Greenvolt attributes to each permanent employee a percentage of their pensionable salary according to their length of service. The contribution to the Pension Fund varies each year according to the Greenvolt Group's results, with the contributions it makes being recorded as a cost for the year.
Current income tax is calculated based on the taxable results of the Company in accordance with the tax regulations in force.
With reference to the fiscal year 2022, Greenvolt is taxed under the special group taxation regime ("RETGS"), according to the article 69 of the Corporate Income Tax Code, being the dominant company of the tax group that also comprises the following companies: Ródão Power - Energia e Biomassa do Ródão, S.A.; Sociedade Bioelétrica do Mondego, S.A.; Comunidades de Energia, S.A. (formerly known as Energia Unida, S.A.); and Sociedade de Energia Solar do Alto Tejo (SESAT), Lda. For the period ended December 31, 2021, there is no tax group in place.
Deferred taxes are calculated using the statement of financial position liability method and reflect the temporary differences between the amount of assets and liabilities for accounting reporting purposes and the respective amounts for tax purposes. Deferred tax assets and liabilities are calculated and annually assessed using the tax rates in force or substantially in force at the expected date of the reversal of temporary differences.
The measurement of deferred tax assets and liabilities:
Deferred tax assets are recognised only when there are reasonable expectations of sufficient future tax profits for their use, or in situations where there are taxable temporary differences that offset the temporary differences deductible in the period of their reversal. At the end of each period, a review is made of these deferred taxes, which are reduced whenever their future use is no longer likely.
Deferred tax liabilities are recognised for every taxable temporary difference.
Deferred taxes are recorded as expenses or income for the financial year, except if they result from amounts recorded directly in equity, in which case the deferred tax is also recorded under the same line item.
Law no. 83-C/2013 of the 2014 State Budget ("State Budget Law 2014"), approved by the Portuguese Government on 31 December 2013, introduced an extraordinary contribution applicable to the energy sector (CESE), with the objective of financing mechanisms that promote the systemic sustainability of the energy sector, through the constitution of a fund that aims to contribute to the reduction of tariff debt and to finance social and environmental policies in the energy sector. This contribution is generally concentrated on economic operators that carry out the following activities: (i) generation, transport or distribution of electricity; (ii) transportation, distribution, storage or wholesale supply of natural gas; and (iii) refining, treatment, storage, transportation, distribution and wholesale supply of oil and oil products.
CESE is calculated based on the companies' net assets as at January 1 of each year, which comply, cumulatively, to: (i) property, plant and equipment; (ii) intangible assets, except industrial property elements; and (iii) financial assets assigned to concessions or licensed activities. In the case of regulated activities, CESE focuses on the value of regulated assets if it is higher than the value of those assets.
The CESE regime was successively extended and became valid for 2020 and 2021 through Law no. 71/2018 of 31 December and Law no. 75-B/2020 of 31 December, respectively. The Portuguese Government has extended CESE to renewable energies. The general rate is 0.85%, which is applied to the value of the net assets allocated to the activity (of each power plant), with reference to January 1 of the respective year.
The biomass plants whose power is less than 20 MW are exempt from CESE payments, which is why no tax has been determined or recorded for the plants whose exemption is applicable.
The annual expense related to CESE is recognized as a liability and recorded as a cost in the income statement under the line item "Energy sector extraordinary contribution", as at January 1 in accordance with IFRIC 21 - Levies.
The Company recognizes the revenue in accordance with IFRS 15, which sets forth that an entity recognizes revenue in order to reflect the transfer of goods and services contracted by customers, in the retribution amount to which the entity expects to be entitled to receive as consideration for delivery of said goods or services, based on the following 5-step model: (i) contract identification with a client; (ii) performance obligation identification; (iii) pricing of the transaction; (iv) allocation of the transaction price to the performance obligation; and (v) recognition of the revenue when or as the entity meets a performance obligation.
Revenue is recognised net of bonuses, discounts and taxes (example: commercial discounts and quantity discounts), and refers to the consideration received or receivable of the goods and services sold.
Revenue is recognised by the amount of the performance obligation fulfilled.
Revenue arising from energy production is recognized in the income statement with its transfer to the national public grid, moment when the performance obligation is satisfied.
Regarding the transaction price, it does not present variable amounts.
The Company considers the facts and circumstances when analyzing the terms of each contract with clients, applying the requirements that determine the recognition and measurement of revenue in a harmonized way, when dealing with contracts with similar characteristics and circumstances.
The remaining income and expenses are recorded on an accrual basis, whereby they are recognised as they are generated regardless of when they are received or paid. The differences between the amounts received and paid and the corresponding income and expenses generated are recorded under the line items "Other current assets" and "Other current liabilities".
A customer agreement asset is a right to receive a retribution in exchange for goods or services transferred to the customer. If the Company delivers the goods or provides the services to a customer before the customer pays the retribution or prior to the retribution falling due, the contractual asset corresponds to the conditional retribution amount.
A receivable represents the Group's unconditional right (that is, it only depends on the passage of time until the retribution falls due) to receive the retribution.
The Company's financial results include interest costs on borrowings, interest income on funds invested, and gains and losses arising from exchange rate differences related to the Company's financing activity.
Considering the accounting model provided by IFRS 16, the financial results also include the interest costs ("unwinding") calculated on the lease liabilities (rents due from lease contracts).
All assets and liabilities expressed in foreign currency were converted to Euros using official exchange rates in force on the date of the statement of financial position.
Favourable and unfavourable exchange rate differences originated by the differences between exchange rates applicable on the transaction date and those applicable on the collection date, payments or at the date of the statement of financial position, of those same transactions, are recorded as income and expenses in the income statement for the financial year.
The events occurring after the date of the statement of financial position providing additional evidence or information regarding conditions that existed on the date of the statement of financial position (adjusting events) are reflected in the financial statement. Events after the date of the statement of financial position that are indicative of the conditions that arose after the date of the statement of financial position (non-adjusting events), when material, are disclosed in the notes to the financial statements.
The Company is exposed to a variety of risks, including the effects of changes in interest rates, exchange rates, liquidity, electricity market prices and capital management. The main objective of the Board of Directors in the management of financial risk is to manage these risks at an acceptable level to conduct the Company's activities.
The more relevant financial risks to the Company are described below.
The objective of interest rate risk management policy aims to mitigate the impact of market rate fluctuations in the financial burden of contracted financing.
The Board of Directors of Greenvolt approves the terms and conditions of the financing considered material for the Company, analysing for this the structure of the debt, the inherent risks and the different options existing in the market, in particular as to the type of interest rate (fixed/variable).
Greenvolt's objective is to limit the volatility of cash-flows and results taking into account the profile of its operating activity through the use of an appropriate combination of fixed and variable rate debt.
The Company's Financial Department performs sensitivity analysis to the fair value of the loans arising from changes in the interest rates. As at 31 December 2022, the results of this analysis are as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Interest expenses (variable rate) | 4,227,870 | 725,000 |
| Decrease of 1 p.p. in the interest rate applied to the total indebtedness contracted at variable rate |
(910,000) | (340,867) |
| Increase of 1 p.p. in the interest rate applied to the total indebtedness contracted at variable rate |
1.090.000 | 340,867 |
Greenvolt makes investments and operates internationally, and is exposed to the risk associated with transactional foreign currency, as well as currency fluctuations which can occur when incurs in revenue in one currency and costs in another, or its assets or liabilities are denominated in foreign currency, and there is an adverse currency fluctuation in the value of net assets, debt and income denominated in foreign currencies, namely Pound Sterling (GBP) and American Dollar (USD).
As at 31 December 2022, balances expressed in a currency other than the functional currency are as follows:
| USD | |
|---|---|
| Accounts receivable 106,039,913 |
— |
| Accounts payable — |
(435,666) |
| Bank deposits — |
— |
The investments in subsidiaries, taking into account their registered offices, proportion of capital held, main activity and financial position as at 31 December 2022 and 2021 were as follows:
| Company | Registered office |
Effective held percentage |
Statement of financial position |
Main activity | |||
|---|---|---|---|---|---|---|---|
| December 2022 |
December 2021 |
December 2022 |
December 2021 |
||||
| Gross value | |||||||
| Rodão Power - Energia e Biomassa do Rodão, S.A. |
Vila Velha de Ródão |
100% | 100% | 21,657,703 | 21,657,703 Electricity generation using waste and biomass sources |
||
| Sociedade Bioelétrica do Mondego, S.A. |
Figueira da Foz |
100% | 100% | 50,000 | 50,000 Electricity generation using waste and biomass sources |
||
| Greenvolt Comunidades, S.A. | Figueira da Foz |
100% | 100% | 4,300,000 | 300,000 | Promotion, development and management of self-consumption installations |
|
| Sociedade de Energia Solar do Alto Tejo (SESAT), Lda. |
Nisa | 80% | 80% | 360,000 | 240,000 Renewable energies | ||
| Paraimo Green, Lda | Lisbon | 70% | 70% | 833,000 | 91,000 Electricity generation | ||
| Golditábua, S.A. | Figueira da Foz |
100% | 100% | 4,863,348 | 4,863,348 Electricity generation | ||
| Greenvolt Next Portugal, Lda. | Mafra | 70% | 70% | 5,543,086 | 5,543,086 Installation of distributed solar energy production units (B2B) |
||
| Greenvolt Next Holding, S.A. | Lisbon | 100% | — | 50,000 | — Holding | ||
| Greenvolt Energias Renovaveis Holdco Limited |
Norwich | 100% | 100% | 1 | 1 Holding | ||
| Greenvolt Power Group Sp. z.o.o. |
Warsaw | 100% | 70% | 71,831,564 | 69,891,992 Holding | ||
| Tresa Energía, S.L. | Madrid | 42% | 70% | 14,024,242 | 14,022,867 Installation of distributed solar energy production units (B2C) |
||
| Greenvolt España, S.L. | Madrid | 100% | — | 93,000 | — Holding, back office services | ||
| Sustainable Energy One, S.L. | Madrid | 98,75% | — | 6,185,706 | — Development of solar PV projects | ||
| Univergy Autoconsumo, S.L. | Madrid | 50% | — | 14,013,246 | — | Installation of distributed solar energy production units |
|
| 143,804,896 | 116,659,998 | ||||||
| Impairment losses | |||||||
| Rodão Power - Energia e Biomassa do Rodão, S.A. |
100% | 100% | — | (2,398,354) | |||
| — | (2,398,354) | ||||||
| 143,804,896 | 114,261,644 |
The following companies were acquired ot incorporated in 2022:
On 4 January 2022, Greenvolt incorporated a company under Spanish law, Sustainable Energy One (hereinafter "SEO"), in which Greenvolt holds a 98.75% stake. SEO will engage in the promotion, development, construction and sale of small utility scale solar photovoltaic projects in Spain.
The acquisition of 50% of Univergy was concluded on 21 April 2022. The operation took place mostly through a capital increase in the company, which will allow the company to face the rapid growth that decentralized energy production has been registering.
Additionally, Greenvolt holds a substantive option to purchase the remaining share capital of Univergy Autoconsumo S.L., which is dedicated to the development and installation of photovoltaic solar energy solutions in the business segment in Spain.
The acquisition of this company stems from Greenvolt's growth strategy in the distributed electricity generation segment, which has been experiencing strong growth in recent years and in which Greenvolt intends to have a significant presence in the Iberian market.
During 2022, a company under Spanish law, Greenvolt España, was incorporated, fully owned by Greenvolt and dedicated to the provision of back office services to Group companies.
On December 23, 2022 Greenvolt incorporated this company under Portuguese law, in order to have a possible concentration of holdings regarding distributed electricity generation.
The names of the following companies were also changed:
During 2022, supplementary capital was granted to Greenvolt Comunidades S.A., Sociedade Energia Solar (SESAT), Lda., Paraimo Green, Lda., Greenvolt España and Sustainable Energy One, S.L.
Additionally, during 2022, the Company carried out capital increases in the companies Greenvolt Comunidades S.A., Paraimo Green, Lda., and Greenvolt Power Group.
The movements of this line item in the financial years ended 31 December 2022 and 2021 are detailed as follows:

| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Opening balance | 114,261,644 | 23,353,997 |
| Acquisitions | 18,710,155 | 90,421,247 |
| Supplementary capital | 8,434,743 | 492,000 |
| Decreases | — | (5,600) |
| Impairment reversal | 2,398,354 | — |
| Closing balance | 143,804,896 | 114,261,644 |
The main financial information of the subsidiaries as at 31 December 2022 is as follows:
| 31 December 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company | % | Acquisition cost |
Impairment losses |
Statement of financial position |
Total assets | Total equity | Total income (a) |
Net profit for the year |
||
| Ródão Power – Energia e Biomassa do Ródão, S.A. |
100% | 21,657,703 | — | 21,657,703 | 20,807,720 | 13,325,466 | 10,394,499 | 1,075,393 | ||
| Sociedade Bioelétrica do Mondego, S.A. |
100% | 50,000 | — | 50,000 | 84,439,075 | 13,461,458 | 35,522,375 | 4,566,384 | ||
| Greenvolt Comunidades, S.A. |
100% | 50,000 | — | 4,300,000 | 3,728,023 | 3,109,077 | 1,630,894 | (1,101,753) | ||
| Soc. de Energia Solar do Alto Tejo (SESAT), Lda. |
80% | 68,000 | — | 360,000 | 86,108 | 62,450 | — | (58,300) | ||
| Paraimo Green, Lda | 70% | 21,000 | — | 833,000 | 2,391,395 | 1,146,052 | — | (19,021) | ||
| Golditábua, S.A. | 100% | 3,900,048 | — | 4,863,348 | 24,235,574 | 1,954,035 | — | (132,514) | ||
| Greenvolt Next PT, Lda |
70% | 5,543,086 | — | 5,543,086 | 42,026,550 | 1,856,059 | 31,387,307 | (489,975) | ||
| Greenvolt Next Holding, S.A. |
100% | — | — | 50,000 | 50,000 | 50,000 | — | — | ||
| Greenvolt HoldCo Limited |
100% | 1 | — | 1 | 468,243,558 | 43,032,106 | 98,106,795 | 30,589,401 | ||
| Greenvolt Power Group |
100% | 69,891,992 | — | 71,831,564 | 380,203,085 | (1,646,745) | 28,095,431 | (1,866,189) | ||
| Tresa Energía, S.L. | 42% | 14,022,867 | — | 14,024,242 | 15,409,638 | 7,659,093 | 14,139,796 | (2,948,966) | ||
| Greenvolt España | 100% | — | — | 93,000 | 119,903 | 92,474 | 164,917 | |||
| Sustainable Energy One, S.L. |
98.75% | — | — | 6,185,706 | 5,935,961 | 5,370,137 | — | (893,569) | ||
| Univergy Autoconsumo S.L. |
50% | 14,013,246 | — | 14,013,246 | 12,324,870 | 10,965,174 | 2,531,500 | (1,060,645) | ||
| 129,217,943 | — | 143,804,896 |
(a) Total income = Sales, Services rendered and Other income
As at 31 December 2020, the Company performed a valuation of the Rodão plant, owned by Ródão Power - Energia e Biomassa do Ródão S.A., and concluded that the equity valuation exceeded the book value of the financial investment. Consequently, a reversal of the impairment previously recognized, in the amount of 5,000,000 Euros. Additionally, in the financial year ended December 31, 2022, as a result of the impairment analysis made to the financial investment in the company Ródão Power, the remaining impairment in the amount of 2,398,354 Euros was reverted.
The impairment tests carried out by Greenvolt on its financial investments in the individual accounts allowed verifying the absence of impairment. The impairment tests were made
based on a diverse set of information about the subsidiaries, namely estimates of discounted cash flows.
The discount rates used reflect the best estimate of the specific risks of each cash generating unit, varying between 5.6% and 10%, depending on the geography and business.
In the biomass segment, the Company evaluated the discounted cash flows based on the business plans of the plants until the end of the tariff period or expected useful life of the plants.
In the utility scale segment (Greenvolt Power), the impairment test at the end of the year ended December 31, 2022 was based on the best available information regarding the projects that the Company expects to be developed in the coming years and that it has in its portfolio, adjusted by the probability of their completion. It was assumed the sale of all projects in the portfolio (in Ready to Build), with prices varying by technology and country, in a price range that varies between 150,000 Euros/MW and 300,000 Euros/MW, values understood as conservative when compared to current market prices.
In the distributed generation segment, business plans were prepared using projected cash flows for five-year periods, based on operational metrics indicated by the subsidiaries' management in each geography and for each type of market (B2B and B2C), varying according to the MW of installation. A conservative exit multiple was considered in relation to market benchmarks.
It should be noted that, considering Perfecta's negative results for the year ended 31 December 2022, the Company carried out a stress test that considers a reduction in revenue compared to the business plan and budget prepared by management for the projected period, but still presents a relevant level of challenge for the future. Management considers that the constraints experienced during 2022 will be overcome through the acquisition of installation companies that will allow for an increase in MW installed during the coming periods.
The Company has also performed sensitivity analyses on the various valuations, which have not led to material variations in recovery values and therefore no additional material impairments would arise.
The joint ventures and associates, their registered offices, proportion of capital held, main activity and financial position as at 31 December 2022 and 2021 were as follows:
| Company | Registered office |
Effective held percentage |
Statement of financial position |
Main activity | |||
|---|---|---|---|---|---|---|---|
| December 2022 |
December 2021 |
December 2022 |
December 2021 |
||||
| Ideias Férteis II, Lda (a) | Portugal | 50% | — | 460,794 | — Solar PV project | ||
| Ideias Férteis III, Lda (a) | Portugal | 50% | — | 2,269,053 | — Solar PV project | ||
| Trivial Decimal II, Lda (a) | Portugal | 50% | — | 3,408,470 | — Solar PV project | ||
| Trivial Decimal III, Lda (a) | Portugal | 50% | — | 897,779 | — Solar PV project | ||
| Trivial Decimal IV, Lda (a) | Portugal | 50% | — | 404,294 | — Solar PV project | ||
| Tertulia Notável II, Lda (a) | Portugal | 50% | — | 135,579 | — Solar PV project | ||
| Tertulia Notável III, Lda (a) | Portugal | 50% | — | 4,281,225 | — Solar PV project | ||
| Tertulia Notável IV, Lda (a) | Portugal | 50% | — | 179,204 | — Solar PV project | ||
| Tertulia Notável V, Lda (a) | Portugal | 50% | — | 364,570 | — Solar PV project | ||
| Tertulia Notável VI, Lda (a) | Portugal | 50% | — | 1,034,008 | — Solar PV project | ||
| Reflexos Carmim II, Lda (a) | Portugal | 50% | — | 286,113 | — Solar PV project | ||
| Reflexos Carmim III, Lda (a) | Portugal | 50% | — | 105,366 | — Solar PV project | ||
| Reflexos Carmim IV, Lda (a) | Portugal | 50% | — | 546,544 | — Solar PV project | ||
| Cortesia Versátil II, Lda (a) | Portugal | 50% | — | 561,266 | — Solar PV project | ||
| Cortesia Versátil III, Lda (a) | Portugal | 50% | — | 2,786,008 | — Solar PV project | ||
| Cortesia Versátil IV, Lda (a) | Portugal | 50% | — | 253,945 | — Solar PV project | ||
| Léguas Amarelas, Lda (a) | Portugal | 50% | — | 417,328 | — Solar PV project | ||
| SCUR-Mikro 465 UG (c) | Germany | 50% | — | 1,250 | — Holding | ||
| Joint ventures | 18,392,796 | — | |||||
| MaxSolar Bidco GmbH (b) | Germany | 33.4% | — | 5,139,211 | — | Development, implementation and management of solar and energy storage projects |
|
| MaxSolar Co-Invest UG & Co KG (c) | Germany | 22.1% | — | 114,993 | — Holding | ||
| Associates | 5,254,204 | — | |||||
| 23,647,000 | — |
(a) Company acquired on 9 March 2022 (Infraventus partnership). It should be noted that, with the exception of the company Léguas Amarelas, the companies presented above result from the demerger-dissolution of the companies initially acquired.
(b) Company acquired on 31 March 2022
(c) Company acquired / incorporated in the fourth quarter of 2022
Co-development agreement of solar photovoltaic projects in Portugal established with Infraventus (a reference promoter in the Portuguese market, with a pipeline of 243 MW). This partnership was achieved through the acquisition of 50% of the share capital of the six entities. t should be noted that these companies (with the exception of Léguas Amarelas) were subject to a demerger-dissolution operation during 2022, leading to the 16 new companies. The amount recorded as at 31 December 2022 referring to these joint ventures reflects the respective acquisition cost (7,192,032 Euros, of which 4,898,582 Euros corresponds to the fair value of the contingent payment, which was recognised in the captions "Other payables – non-current" and "Other payables – current", depending on the expected payment date), the capital increase and supplementary capital granted by Greenvolt after acquisition (11,275,000 reflected in the caption "Capital increases and other equity instruments") and the effects of the
equity method application, which are recognized in the income statement line item "Results related to investments".
Acquisition of a 35% stake in the German company MaxSolar GmbH (MaxSolar), through the associated company MaxSolar BidCo GmbH. As at 31 December 2022, the stake in this company was 33.4%, as a result of the capital contribution of some of MaxSolar's top managers, under the Management Incentive Plan that was planned since the acquisition of this stake. The amount recorded under this heading as of 31 December 2022 in respect of this associate reflects the acquisition cost of the equity investment in MaxSolar BidCo GmbH (4,771,906 Euros) and the capital increase carried out subsequent to the acquisition (1,078,365 Euros, reflected under "Capital increases and other equity instruments"), net of the result of applying the equity method, which is recognized under "Investment income". Additionally, Greenvolt made shareholder loans of about 26.9 million Euros to this associate (23.4 million Euros recorded under "Other payables - non-current" and 3.5 million Euros recorded under "Other payables current"), which bear interest.
The movement in this line item in the financial year ended 31 December 2022 was as follows:
| 31.12.2022 | |
|---|---|
| Opening balance | — |
| Increases | 12,372,000 |
| Supplementary capital | 11,275,000 |
| Closing balance | 23,647,000 |
As at 31 December 2022, the caption "Results related to investments" refers to the equity method application to associate companies and joint ventures, namely to MaxSolar, in the amount of 529 thousand Euros, and to the entities of Infraventus Group, in the amount of 75 thousand Euros.
At 31 December 2022 and 2021, the summarized financial information of joint ventures and associated companies can be analysed as follows:
| 31 December 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Acquisition cost |
Statement of financial position |
Total assets | Total equity | Total income (a) |
Net profit for the year |
||
| Infraventus (total of 17 entities) | 2,293,450 | 18,391,546 | 32,810,788 | 26,985,928 | — | (150,974) | ||
| MaxSolar Bidco GmbH | 4,771,906 | 5,139,211 | 159,949,389 | 89,422,721 | 99,483,775 | (1,582,904) | ||
| Others | — | 116,243 | — | — | — | |||
| 7,065,356 | 23,647,000 |
(a) Total income = Sales, Services rendered and Other income
As at 31 December 2022 and 2021, the detail of the line item "Other investments" is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Gross value | ||
| CBE - Centro Biomassa para a Energia | 153,501 | 153,501 |
| Compensation fund | 26,115 | 3,956 |
| 179,616 | 157,457 | |
| Impairment loss | ||
| CBE - Centro Biomassa para a Energia | (153,501) | (153,501) |
| (153,501) | (153,501) | |
| 26,115 | 3,956 |
The financial instruments, in accordance with the accounting policies described under Note 2, were classified as follows:
| Notes | Financial assets recorded at amortised cost |
Assets registered to fair value through other income integral |
Financial assets recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|
| 13 | 378,543,318 | 378,543,318 | ||
| 19 | — | 478,736 | — | 478,736 |
| 478,736 | — | 379,022,054 | ||
| 12 | 6,989,943 | — | — | 6,989,943 |
| 12 | 4,323,976 | — | — | 4,323,976 |
| 13 | 41,564,012 | — | — | 41,564,012 |
| 15 | 3,048,261 | — | — | 3,048,261 |
| 19 | — | 788,393 | — | 788,393 |
| 16 | 221,290,861 | — | — | 221,290,861 |
| 788,393 | — | 278,005,446 | ||
| 655,760,371 | 1,267,129 | — | 657,027,500 | |
| 378,543,318 277,217,053 |
369 6. S.F. STATEMENTS AND NOTES
| 31 December 2021 | Notes | Financial assets recorded at amortised cost |
Assets registered to fair value through other income integral |
Financial assets recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|---|
| Current assets | |||||
| Trade receivables Assets associated with contracts with |
12 | 5,207,864 | — | — | 5,207,864 |
| customers | 12 | 4,173,880 | — | — | 4,173,880 |
| Other receivables | 13 | 168,042,891 | — | — | 168,042,891 |
| Other current assets | 15 | 358,738 | — | — | 358,738 |
| Cash and bank deposits | 16 | 185,612,145 | — | — | 185,612,145 |
| 363,395,518 | — | — | 363,395,518 | ||
| 363,395,518 | — | — | 363,395,518 |
| 31 December 2022 | Notes | Financial liabilities recorded at amortised cost |
Financial liabilities recorded at fair value through profit or loss |
Total |
|---|---|---|---|---|
| Non-current liabilities | ||||
| Bank loans | 18 | 27,833,638 | — | 27,833,638 |
| Bond loans | 18 | 369,448,907 | — | 369,448,907 |
| Other loans | 18 | 39,564,019 | — | 39,564,019 |
| Lease liabilities | 9 | 4,163,329 | — | 4,163,329 |
| Other payables | 22 | — | 19,381,789 | 19,381,789 |
| 441,009,893 | 19,381,789 | 460,391,682 | ||
| Current liabilities | ||||
| Bank loans | 18 | 970,517 | — | 970,517 |
| Bond loans | 18 | 23,979 | — | 23,979 |
| Other loans | 18 | — | — | — |
| Lease liabilities | 9 | 621,573 | — | 621,573 |
| Trade payables | 21 | 5,386,374 | — | 5,386,374 |
| Other payables | 22 | 426,501 | 2,462,964 | 2,889,465 |
| 7,428,944 | 2,462,964 | 9,891,908 | ||
| 448,438,837 | 21,844,753 | 470,283,590 | ||
| 31 December 2021 | Notes | Financial liabilities recorded at amortised cost |
Financial liabilities recorded at fair value through profit or loss |
Total | |
|---|---|---|---|---|---|
| Non-current liabilities | |||||
| Bank loans | 18 | 28,791,990 | — | 28,791,990 | |
| Bond loans | 18 | 123,642,571 | — | 123,642,571 | |
| Other loans | 18 | 39,521,862 | — | 39,521,862 | |
| Lease liabilities | 9 | 4,230,758 | — | 4,230,758 | |
| Other payables | 22 | — | 16,289,251 | 16,289,251 | |
| 196,187,181 | 16,289,251 | 212,476,432 | |||
| Current liabilities | |||||
| Bank loans | 18 | 958,352 | — | 958,352 | |
| Bond loans | 18 | 138,416 | — | 138,416 | |
| Other loans | 18 | 2,489,943 | — | 2,489,943 | |
| Lease liabilities | 9 | 334,119 | — | 334,119 | |
| Trade payables | 21 | 6,640,473 | — | 6,640,473 | |
| Other payables | 22 | 1,044,403 | 400,000 | 1,444,403 | |
| 11,605,706 | 400,000 | 12,005,706 | |||
| 207,792,887 | 16,689,251 | 224,482,138 |
During the financial years ended 31 December 2022 and 2021 the movement occurred in the value of property, plant and equipment, as well as in the corresponding amortization and accumulated impairment losses, was as follows:
| 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross value | ||||||||
| Buildings and other constructions |
Basic equipment |
Transport equipment |
Administrative equipment |
Property, plant and equipment in progress |
Advances on account of fixed assets |
Total | ||
| Opening balance | — | 153,805,787 | 165,122 | 30,227 | 3,849,253 | 169,484 | 158,019,873 | |
| Increases | — | — | — | — | 7,427,587 | — | 7,427,587 | |
| Disposals and write-offs | — | — | — | (7,584) | — | — | (7,584) | |
| Dismantling costs | — | (831,381) | — | — | — | — | (831,381) | |
| Transfers | 157,246 | 2,351,899 | — | 377,531 | (2,886,675) | — | — | |
| Closing balance | 157,246 | 155,326,305 | 165,122 | 400,174 | 8,390,165 | 169,484 | 164,608,495 |
| Accumulated amortization and impairment losses | |||||||
|---|---|---|---|---|---|---|---|
| Buildings and other constructions |
Basic equipment |
Transport equipment |
Administrative equipment |
Property, plant and equipment in progress |
Advances on account of fixed assets |
Total | |
| Opening balance | — | 91,929,495 | 161,760 | 16,100 | — | — | 92,107,355 |
| Amortization of the period (Note 29) |
38,769 | 9,167,305 | 2,241 | 103,195 | — | — | 9,311,510 |
| Disposals and write-offs | — | — | — | (6,475) | — | — | (6,475) |
| Transfers | — | — | — | — | — | — | — |
| Closing balance | 38,769 | 101,096,800 | 164,001 | 112,820 | — | — | 101,412,390 |
| Valor líquido contabilístico |
118,477 | 54,229,505 | 1,121 | 287,354 | 8,390,165 | 169,484 | 63,196,105 |
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Gross value | |||||||
| Basic equipment |
Transport equipment |
Administrative equipment |
Property, plant and equipment in progress |
Total | |||
| Opening balance | 151,671,697 | 165,122 | 30,227 | 169,484 | 152,036,530 | ||
| Increases | 2,151,998 | — | — | 3,849,253 | 6,001,251 | ||
| Disposals and write-offs | (17,908) | — | — | — | (17,908) | ||
| Transfers | — | — | — | — | — | ||
| Closing balance | 153,805,787 | 165,122 | 30,227 | 4,018,737 | 158,019,873 |
| Accumulated amortization and impairment losses | ||||||
|---|---|---|---|---|---|---|
| Basic equipment |
Transport equipment |
Administrative equipment |
Property, plant and equipment in progress |
Total | ||
| Opening balance | 82,787,006 | 159,519 | 10,963 | — | 82,957,488 | |
| Amortization of the period (Note 29) | 9,142,489 | 2,241 | 5,137 | — | 9,149,867 | |
| Transfers | — | — | — | — | — | |
| Closing balance | 91,929,495 | 161,760 | 16,100 | — | 92,107,355 | |
| Carrying amount | 61,876,292 | 3,362 | 14,127 | 4,018,737 | 65,912,518 |
As at 31 December 2022, the amount of "Property, plant and equipment in progress" includes 7,675,730 Euros for the construction of nine small production units (using solar
photovoltaic technology) located in the facilities of Celulose Beira Industrial (Celbi), a Group company, and five small production units located in the facilities of the Group's company Biotek, S.A., with an individual power of 990 kWh.
The total estimated investment value is 9,330,192 Euros, with the initial injection of electricity into the grid scheduled for June and December of 2023, for the units located at Celbi's and Biotek's facilities, respectively.
As at 1 January 2021, the Company changed the accounting recognition of the biomass plants shutdowns, which are considered as major repairs, as they lead to future economic benefits for the plants. In this sense, the Company started to capitalise the repair on the date it occurs, and amortising it over the estimated period until the next maintenance.
In accordance with IAS 16, the Company derecognised the assets replaced, having considered their replacement cost as an estimated figure. Prior to this change, these costs were recognised under "External supplies and services".
The effect of this change implied an increase in the line item "Basic equipment - gross value" and a reduction in the line item "External supplies and services", in the amount of 2,151,998 Euros (Note 26), and an increase in the line item "Amortisation and depreciation" in the amount of 1,893,772 Euros.
The Company carries out an impairment assessment of its tangible fixed assets at the date of each financial statement and whenever an event or change in circumstances is identified that indicates that the amount at which an asset is recorded may not be recoverable. Impairment losses are recognized when the recoverable amount of a given asset or group of assets is lower than its carrying amount. In the year ended 31 December 2022, the Company carried out impairment tests for its Mortágua, Figueira da Foz and Constância power plants, using a discount rate of 5.9%, and concluded that there was no impairment.
It should also be noted that on 1 July 2020, a concession contract was signed with the Municipality of Mortágua and whose execution depends, as provided for in the aforementioned contract, on the approval, by the competent authorities, of the requests for the setting up and operation of the plant valuation of Mortágua forest biomass, under the terms of Decree-Law no. 64/2017, of 12/06 (as amended by Decree-Law no. 120/2019, of 22/08), and that implemented the special and extraordinary regime for the installation and exploration, by municipalities, of a new biomass power plant and that will surely bring synergies to the existing project.
During the financial year ended 31 December 2022 and 2021, the movement that occurred in the amount of right-of-use assets, as well as the corresponding amortization, was detailed as follows:
| 2022 Gross value |
2021 Gross value |
|||||
|---|---|---|---|---|---|---|
| Land and buildings |
Transport equipment |
Total | Land and buildings |
Transport equipment |
Total | |
| Balance at 1 January | 6,251,731 | 101,375 | 6,353,106 | 4,270,920 | — | 4,270,920 |
| Increases | 373,066 | 353,145 | 726,211 | 1,980,811 | 101,375 | 2,082,186 |
| Disposals and write-offs | — | (9,227) | (9,227) | — | — | — |
| Closing balance | 6,624,797 | 445,293 | 7,070,090 | 6,251,731 | 101,375 | 6,353,106 |
| Accumulated amortization | Accumulated amortization | |||||
|---|---|---|---|---|---|---|
| Land and buildings |
Transport equipment |
Total | Land and buildings |
Transport equipment |
Total | |
| Balance at 1 January | 2,279,782 | 12,717 | 2,292,499 | 2,014,633 | — | 2,014,633 |
| Increases (Note 29) | 389,574 | 71,030 | 460,604 | 265,149 | 12,717 | 277,866 |
| Disposals and write-offs | — | (4,282) | (4,282) | — | — | — |
| Closing balance | 2,669,356 | 79,465 | 2,748,822 | 2,279,782 | 12,717 | 2,292,499 |
| Carrying amount | 3,955,441 | 365,828 | 4,321,268 | 3,971,949 | 88,658 | 4,060,607 |
The line item "Land and buildings" includes the lease agreements established with the Group companies - Celbi, S.A. and Caima - Indústria de Celulose, S.A. - related to the land on which the Figueira da Foz and Constância plants are located.
The main contractual terms of these lease agreements are presented as follows:
| Power Plant | Figueira da Foz | Constância |
|---|---|---|
| Lease term | March 2034 | June 2034 |
| Rents update | Consumer Price Index |
Consumer Price Index |
In 2021, the Company has established lease agreements with Celbi, S.A. and Biotek, S.A., related to related to the areas of the buildings where the small production units will be installed.
These contracts started in August 2021 and have an initial term of 29 years and 11 months, automatically renewable for additional 5-year periods. The additional periods were not considered in the modelling of the contracts since it is not probable that they will be exercised.
Moreover, in April 2021, the Company established a lease agreement with Cofina Media concerning the office located in Lisbon. The contract has a duration of three years, automatically and successively renewable for periods of 1 year (Note 32).
The line item "Transport equipment" refers to vehicle lease agreements. The average duration of the lease agreements included in this caption is four years.
During the financial years ended 31 December 2022 and 2021, the movement in lease liabilities was as follows:
| Movement in lease liabilities | ||||||
|---|---|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | |||||
| Initial balance as at 1 January | 4,564,876 | 2,733,629 | ||||
| Increases | 726,211 | 2,082,185 | ||||
| Interest expenses (Note 30) | 172,748 | 124,548 | ||||
| Payments | (673,988) | (375,486) | ||||
| Other effects | (4,945) | — | ||||
| Closing balance as at 31 December | 4,784,902 | 4,564,876 | ||||
| Current | 621,573 | 334,119 | ||||
| Non-current | 4,163,329 | 4,230,758 | ||||
| 4,784,902 | 4,564,876 |
The repayment term of the lease liabilities is as follows:
| 31.12.2022 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | >2026 | Total | |
| Lease liabilities | 621,573 | 401,269 | 321,895 | 282,125 | 3,158,040 | 4,784,902 |
| 621,573 | 401,269 | 321,895 | 282,125 | 3,158,040 | 4,784,902 | |
| 31.12.2021 | ||||||
| 2022 | 2023 | 2024 | 2025 | >2025 | Total | |
| Lease liabilities | 334,119 | 337,923 | 262,801 | 239,277 | 3,390,756 | 4,564,876 |
| 334,119 | 337,923 | 262,801 | 239,277 | 3,390,756 | 4,564,876 |
For the purpose of determining the discount rate, an incremental interest rate was used by observing market data for compound bond interest rate curves with reference to the contract's start date, for maturities similar to the term of the lease.
During the financial year ended 31 December 2022 and 2021, the movement that occurred in the value of intangible assets, as well as in the corresponding amortization and accumulated impairment losses, was as follows:
| 2022 Gross value |
||||||
|---|---|---|---|---|---|---|
| Other intangible assets |
Intangible assets in progress |
Total | ||||
| Opening balance | 36,817 | 114,468 | 151,285 | |||
| Increases | — | 1,675,496 | 1,675,496 | |||
| Transfers | 98,539 | (98,539) | — | |||
| Closing balance | 135,356 | 1,691,425 | 1,826,781 |
| Amortization and impairment losses | ||||
|---|---|---|---|---|
| Other intangible assets |
Intangible assets in progress |
Total | ||
| Opening balance | 1,023 | 1,023 | ||
| Amortization of the period (Note 29) | 30,132 | 30,132 | ||
| Transfers | — | — | ||
| Closing balance | 31,155 | — | 31,155 | |
| Carrying amount | 104,201 | 1,691,425 | 1,795,626 |
| 2021 Gross value |
|||||
|---|---|---|---|---|---|
| Other intangible assets |
Intangible assets in progress |
Total | |||
| Opening balance | — | — | — | ||
| Increases | 36,817 | 114,468 | 151,285 | ||
| Transfers | — | — | — | ||
| Closing balance | 36,817 | 114,468 | 151,285 |
| Amortization and impairment losses | ||||
|---|---|---|---|---|
| Other intangible assets |
Intangible assets in progress |
Total | ||
| Opening balance | — | — | — | |
| Amortization of the period (Note 29) | 1,023 | — | 1,023 | |
| Transfers | — | — | — | |
| Closing balance | 1,023 | — | 1,023 | |
| Carrying amount | 35,794 | 114,468 | 150,262 |
The line item "Intangible assets in progress" refers essentially to the development of the SAP implementation project.
According to current legislation, tax returns are subject to review and correction by the Portuguese tax authorities during a period of four years (five years for Social Security), except when there have been tax losses, tax benefits granted, or when inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the deadlines are extended or suspended. Thus, the Company's tax returns since 2018 may still be subject to review.
The Company's Board of Directors considers that any corrections resulting from reviews/ inspections by the tax authorities to those tax returns will not have a material effect on the financial statements as at 31 December 2022 and 2021.
Under the terms of the article 88.º of the Corporate Income Tax Code, the Company is subject to autonomous taxation on a set of charges at the rates provided for in the mentioned article.
In 2022, the Company performs the payment of the Corporate Income Tax under the special taxation group regime, while in 2021 the Company was taxed on an individual basis.
According to the legislation in force in Portugal, for the period ended 31 December 2022, the Corporate Income Tax rate was 21%.
In addition, during the period ended 31 December 2022, the state surcharge corresponded to the application of an additional rate of 3% on the part of taxable profit between 1.5 and 7.5 million Euros, 5% on the taxable profit portion between 7.5 and 35 million Euros and 9% on the taxable profit above 35 million Euros.
The income tax recognised in the income statement in the financial years ended 31 December 2022 and 2021 been detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Current tax | 1,437,012 | (1,382,507) |
| Deferred tax | 249,008 | 356,191 |
| 1,686,020 | (1,026,316) |
The reconciliation of the profit before income tax to the income tax and CESE for the years ended 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Profit/(loss) before income tax and CESE | 2,167,691 | 3,809,551 |
| Income tax rate | 21% | 21% |
| 455,215 | 800,006 | |
| Results related to associated companies and joint ventures |
126,844 | — |
| Provisions, impairments and amortization not accepted for tax purposes |
(463,080) | — |
| Other income and expenses not accepted for tax purposes |
(1,736,526) | — |
| Difference in the calculation rate of deferred taxes | (50,411) | — |
| Tax benefits | (39,542) | (32,906) |
| Surtaxes (municipal and state) | — | 183,199 |
| Autonomous taxation | 194,096 | 134,352 |
| Insufficiency of income tax estimate | (209,270) | 29 |
| Others | 36,655 | (58,364) |
| Income tax | (1,686,020) | 1,026,316 |
The Company records in its accounts the tax effect arising from temporary differences between assets and liabilities determined from an accounting standpoint and from a tax standpoint. As at 31 December 2022 and 2021, the deferred taxes are detailed as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |
| Depreciation and interest associated with the capitalized dismantling provision |
1,136,866 | 1,033,010 | — | — |
| Provisions, impairments and amortization not accepted for tax purposes |
424,278 | 242,200 | — | — |
| Right-of-use assets | — | 117,867 | — | — |
| Others | 4,656 | 36,567 | — | — |
| Fair Value Derivative Coverage | — | — | 323,118 | — |
| 1,565,800 | 1,429,644 | 323,118 | — |
The movement that occurred in the deferred taxes in the financial years ended 31 December 2022 and 2021 were as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |
| Opening balance | 1,429,644 | 1,073,453 | — | — |
| Effects on the income statement | — | |||
| Provisions, impairments and amortization not accepted for tax purposes |
249,008 | 356,191 | — | — |
| Total effects on income statement | 249,008 | 356,191 | — | — |
| Fair Value Financial Instruments | — | — | 323,118 | — |
| Total effects on other comprehensive income |
— | — | 323,118 | — |
| Effect on balance sheet | (112,852) | — | — | — |
| Closing balance | 1,565,800 | 1,429,644 | 323,118 | — |
As at 31 December 2021, the reversal of the deferred taxes is mainly due to the tax resulting from the reversal of the impairment, and corresponding amortization, of the assets allocated to the Company (Note 8), offset by the depreciation of the dismantling provision and the financial update of the liability, which are not accepted for tax purposes.
As at 31 December 2022, the increase in the deferred taxes is due to the tax loss of the year and the depreciation of the dismantling provision and the financial update of the liability, as well as to the derecognition of the replaced assets, from the major repairs to the plants not accepted for tax purposes (Note 8).
The Extraordinary Contribution to the Energy Sector for the period ended 31 December 2022 amounted to 328,412 Euros (343,983 Euros for the period ended 31 December 2021).
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Trade receivables, current account | 6,989,943 | 5,207,864 |
| Assets associated with contracts with customers | 4,323,976 | 4,173,880 |
| 11,313,919 | 9,381,744 | |
| Accumulated impairment losses | — | — |
| 11,313,919 | 9,381,744 |
As at 31 December 2022 and 2021, these line items are detailed as follows:
The balances recorded under "Trade receivables, current account" as at 31 December 2022 correspond to the electricity sales of the November month of the three power plants, which were still pending payment by the customer SU – Eletricidade S.A., and whose receipt occurred in the first days of 2022 (5,429,691 Euros) and other services to Group companies.
On the other hand, the balances recorded under "Assets associated with contracts with customers" as at 31 December 2022, in the amount of 4,323,976 Euros (4,173,880 Euros as at 31 December 2021), reflect the accrued income related to the amount of energy supplied in December but not yet invoiced to the customer SU – Eletricidade, S.A.
During the financial years ended 31 December 2022 and 2021, the line item "Other receivables" was detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Other receivables non-current | ||
| Group companies | ||
| Loans granted | 377,883,468 | — |
| Interest on loans granted | 659,850 | — |
| 378,543,318 | — | |
| Other receivables current | ||
| Group companies | ||
| Loans granted | 17,000,000 | 165,533,466 |
| Interest on loans granted | 11,309,049 | 2,443,538 |
| Special taxation group regime | 2,043,275 | — |
| Others | 11,211,688 | 65,887 |
| 41,564,012 | 168,042,891 |
As at 31 December 2022, the item "Loans granted" includes the loans granted to the Group companies (Note 32) Greenvolt HoldCo Limited, amounting to 88,653,078 Pounds (currency in which the loan is denominated) with a duration of 7 years, and to Greenvolt Power Group, amounting 255,000,000 Euros with a duration of 2 years, Greenvolt Next Portugal amounting 11,000,000 Euros (1 year durations), Greenvolt Comunidades II, S.A. amounting 2,500,000 Euros (1 year duration). Additionally, this item includes interest on loans granted to associated Max Solar.
As at 31 December 2022, the item "Others" includes the convertible loan to NIC.
These loans bear interest at market rates, which are recorded in the item "Interest on loans granted".
The detail of the debtor and creditor balances with the State and other public entities as at 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Debtor balances: | ||
| Income tax | 28,753 | 301,556 |
| Income tax receivable | 28,753 | 301,556 |
| Value-added tax | 182,560 | — |
| State and other public entities - assets | 182,560 | — |
| Creditor balances: | ||
| Income tax | — | — |
| Income tax payable | — | — |
| Value-added tax | — | (484,723) |
| Withholding taxes | (163,886) | (107,900) |
| Social Security contributions | (185,782) | (105,660) |
| State and other public entities - liabilities | (349,668) | (698,283) |
As at 31 December 2022, the line item "Income tax receivable" includes the payments on account and withholding taxes made by the Company in the amount of 844,287 Euros, net of the estimate of income tax payable in the amount of 815,534 Euros.
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Accrued income: | ||
| Other accrued income | 2,539,790 | 38,182 |
| Interest receivable | 52,903 | — |
| Deferred costs: | ||
| Prepaid insurance | 202,703 | 142,890 |
| Prepaid interest | — | 177,666 |
| Other prepaid expenses | 252,865 | — |
| 3,048,261 | 358,738 |
As at 31 December 2022 and 2021, this caption was detailed as follows
As at 31 December 2022 and 2021, the detail of the line item "Cash and cash equivalents" was as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Bank deposits | 221,290,861 | 185,612,145 |
| 221,290,861 | 185,612,145 |
During the period ended 31 December 2022, the payments related to financial investments are detailed as follows:
| 31.12.2022 | |
|---|---|
| GREENVOLT COMUNIDADES | 2,000,000 |
| PARAIMO GREEN, LDA | 700,000 |
| GREENVOLT ESPAÑA | 3,000 |
| GREENVOLT POWER POLAND | 1,939,572 |
| TRESA ENERGÍA-C.Aquis. | 1,375 |
| SUSTAIN. ENERGIA SL | 2,963 |
| CORTESIA VERSATIL LDA | 50 |
| IDEIAS FERTEIS LDA | 50 |
| LEGUAS AMARELAS LDA | 50 |
| REFLEXO CARMIM LDA | 50 |
| TERTULIA NOTAVEL LDA | 1,000,050 |
| TRIVIAL DECIMAL LDA | 50 |
| Univergy Autoconsumo | 14,013,246 |
| MaxSolar Bidco | 5,782,736 |
| PARAIMO-PREST.SUP | 42,000 |
| SESAT-P.SUPLEM | 120,000 |
382 6. S.F. STATEMENTS AND NOTES
Integrated Annual Report 2022
| GREENVOLT COMUNIDADES .P.SUPL. | 2,000,000 |
|---|---|
| SUSTAIN.ENER.P.SUPL. | 6,182,743 |
| CORT.VERSAT.P.SUPL. | 2,431,750 |
| IDEIAS FERT.P.SUPL. | 1,883,150 |
| LEGUAS AMAR.P.SUPL. | 230,000 |
| REFLEXO CARM.P.SUPL. | 195,500 |
| TERTULIA NOT.P.SUPL. | 3,763,750 |
| TRIVIAL DEC.P.SUPL. | 4,064,000 |
| GREENVOLT ES-P.SUPL. | 90,000 |
| OUT.INV.FINANC.-FCT | 22,157 |
| — 46,468,242 |
As at 31 December 2021, the share capital of Greenvolt was fully subscribed and realised, and was composed of 121,376,470 ordinary, book-entry, nominative shares, without nominal value.
At the General Meeting, held on 31 March 2021, it was unanimously approved that (i) "Retained earnings", in the amount of 19,950,000 Euros, would be incorporated as the Company's share capital and that (ii) the shareholders would perform a share capital increase, in cash, amounting to 50,000,000 Euros.
Subsequently, on July 14, 2021, an increase in Greenvolt's share capital amounting to 177,599,998.75 Euros was recorded, following which 41,788,235 new ordinary, book-entry, nominative shares, without nominal value, were issued at a unit subscription price of 4.25 Euros, leading to a share capital of 247,599,998.75 Euros, represented by 116,788,235 ordinary, book-entry, nominative shares without nominal value. These shares were subscribed:
On July 26, 2021, the Joint Global Coordinators, acting in the name and on behalf of the Managers, exercised the Greenshoe Option, resulting in the issue by Greenvolt of 4,588,235 additional shares, with a unit price of 4,25 Euros per share. Accordingly, Greenvolt resolved on the corresponding additional capital increase in the amount of 19,499,998.75 Euros, carried out through the issue of the new optional shares. As such, the share capital of the
Company, which amounted to 247,599,998.75 Euros, passed on that date to 267,099,997.50 Euros, represented by 121,376,470 ordinary, book-entry, nominative shares without nominal value.
Subsequently, in July 2022, Greenvolt carried out a capital increase, which comprised the issue of 17,792,576 new ordinary, registered and book-entry shares, without par value, at a unit subscription price of 5,62 Euros, with subscription reserved to Greenvolt shareholders exercising their legal rights of preference and to other investors who have acquired Subscription Rights. As a result, Greenvolt's share capital increased from 267,099,997.50 Euros to 367,094,274.62 Euros, and is now represented by 139,169,046 ordinary, registered, book-entry shares with no par value.
As previously mentioned, on July 14, 2021, Greenvolt Power Poland subscribed 11,200,000 shares of the Company, with an issuance premium in the amount of 8,400.000 Euros.
Additionally, as set forth in IAS 32, the transaction costs associated with the issue of new shares, in the amount of 11,890,429 Euros (7,627,388 Euros, related to the total costs of the capital increase that occurred in 2021 and 4,263,041 Euros related to the capital increase that occurred in 2022), were accounted for as a deduction from equity, as they represent incremental costs, directly attributable to the issue of new shares.
The Portuguese commercial legislation establishes that at least 5% of the annual net profit must be allocated to the "Legal reserve" until it represents at least 20% of the share capital. This reserve is not distributable, but can be used for absorbing losses after the other reserves have been exhausted, or incorporated in capital.
As at 31 December 2022 and 2021, the detail of "Other reserves and retained earnings" was as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Retained earnings | 23,952,973 | 21,748,534 |
| Other reserves | 22,733,819 | 22,733,819 |
| Derivatives Interest rate | 944,011 | — |
| 47,630,803 | 44,482,354 |
At the General Meeting, held on March 19, 2021, it was unanimously approved that the amounts of Supplementary capital, in the amount of 9,583,819 Euros, would be transferred to the exclusive and unconditional ownership of the Company, being classified as "Other reserves", thereby reinforcing the Company's financial position.
In addition, during 2022, derivative financial instrument contracts associated with hedging interest rate and exchange rate variations were entered into. At December 31, 2022, changes in the fair value of cash flow hedging derivatives were recorded in attributable equity.
At the General Meeting, held on April 29, it was approved the proposed application of results for the year 2021, in the amount of 2.439.252,54 Euros (two million, four hundred and thirtynine thousand, two hundred and fifty-two euros and fifty-four cents), as follows:
As presented in the Management Report, the Board of Directors proposes to the Shareholders' Meeting that, in accordance with the applicable legal and statutory terms, the results for the year of 2022, in the amount of 3,525,298.19 (three million, five hundred and twenty-five thousand, two hundred and ninety-eight euros and nineteen cents), be distributed as follows:
As at 31 December 2022 and 2021, the detail of "Bank loans", "Bond loans" and "Other loans" is as follows:
| Nominal value | Book value | |||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |||||
| Current | Non-current | Current | Non current |
Current | Non-current | Current | Non current |
|
| Bank loans |
1,000,000 | 28,000,000 | 1,000,000 | 29,000,000 | 970,517 | 27,833,638 | 958,352 | 28,791,990 |
| Bond loans |
— | 375,000,000 | — | 125,000,000 | 23,979 | 369,448,907 | 138,416 | 123,642,571 |
| Commer cial paper |
— | 40,000,000 | 2,500,000 | 40,000,000 | — | 39,564,019 | 2,489,943 | 39,521,862 |
| 1,000,000 | 443,000,000 | 3,500,000 | 194,000,000 | 994,496 | 436,846,564 | 3,586,711 | 191,956,423 |
The book value includes the accrued interest net of expenses with the issuance of the loans. These expenses are being recognised as financial expenses during the period of the loan they refer to.
In 2021, Greenvolt contracted two new bank loans, in the total amount of 30 million Euros: the first one, in the amount of 5 million Euros, maturing in 2026 and with a repayment plan that provides for annual and successive repayments of 1 million Euros. The outstanding amount will bear annual interest at a rate equal to the 12-month Euribor plus a spread; the second one, in the amount of 25,000,000 Euros, maturing in 2027 and with three annual amortisations, starting in 2024, of 4,400,000 Euros, and a final amortisation, in December 2027, of the remaining 11,800,000 Euros. The outstanding amount will bear annual interest at a rate equal to the 12-month Euribor plus a spread.
In 2022 no new bank loans were contracted.
In November 2021, the Company issued Green Bonds in the amount of 100,000,000 Euros, for a period of 7 years, with a fixed interest rate of 2.625% per annum, whose admission to trading in the Euronext Lisbon regulated market will be requested.
The aforementioned bond issuance is part of Greenvolt's financial strategy of strengthening its capital structure, extending the debt maturity profile and diversifying the sources and types of funding. This issuance was made in accordance with the Green Bond Framework and supported by a Second-Party Opinion issued by an independent company specialised in research, ratings and ESG information, confirming that the Green Bond Framework is in line with the Green Bond Principles (2021 version) published by the International Capital Market Association (ICMA).
In December 2021, Greenvolt issued a bond loan, called "Greenvolt 2021/2026", in the amount of 25,000,000 Euros, maturing in 2026, with annual amortizations, starting in 2024, amounting to 5,000,000 Euros, and a last amortization in December 2026 for the remaining 15,000,000 Euros. This loan bears half-yearly interest at a rate equal to the 6-month Euribor plus a spread.
During the period ended 31 December 2022, Greenvolt issued the following bond loans:
Additionally, in November 2022, Greenvolt issued a green bond aimed at retail investors in Portugal ("Greenvolt Green Bonds 2022-2027"), in the amount of 150,000,000 Euros. Greenvolt Green Bonds 2022-2027, aimed at financing renewable energy and energy efficiency projects, have a maturity of 5 years and a fixed coupon of 5.20%.
The Company has renewable commercial paper programs without placement guarantee in the maximum amount of 100,000,000 Euros and renewable commercial paper programs
with placement guarantee in the maximum amount of 180,000,000 Euros as at 31 December 2021 (100,000,000 Euros of commercial paper without placement guarantee as at 31 December 2020), subscribed by several subsidiaries within Greenvolt Group, which bear interest at a rate corresponding to the Euribor of the respective issue term (from 7 to 364 days), plus spread. As at 31 December 2022, the total amount used by the Company was 40,000,000 Euros (42,500,000 Euros as at 31 December 2021).
Those issues include a tranche in the amount of 40,000,000 Euros classified as non-current debt, relating to programmes that do not allow early termination by the counterparty, and where there is firm underwriting of the issues by the financial institution. In this regard, the Board of Directors classified this debt based on the term without waiver of these commercial papers.
As at 31 December 2022 and 2021, the reconciliation of the change in gross debt to cash flows is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Balance as at 1 January | 195,543,134 | 18,006,580 |
| Payments of loans obtained | (71,000,000) | (148,500,000) |
| Receipts of loans granted | 317,500,000 | 328,000,000 |
| Change in expenses incurred with the issuance of loans | (3,683,099) | (1,963,446) |
| Change in debt | 242,816,901 | 177,536,554 |
| Balance as at 31 December | 438,360,035 | 195,543,134 |
The repayment period of the bank loans, bond loans and other loans is as follows:
| 31/12/2022 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | >2026 | Total (nominal value) |
|
| Bank loans | 1,000,000 | 5,400,000 | 5,400,000 | 5,400,000 | 11,800,000 | 29,000,000 |
| Bond loans | — | 55,000,000 | 40,000,000 | 15,000,000 | 265,000,000 | 375,000,000 |
| Commercial paper | — | — | 10,000,000 | 10,000,000 | 20,000,000 | 40,000,000 |
| 1,000,000 | 60,400,000 | 55,400,000 | 30,400,000 | 296,800,000 444,000,000 |
The book value of the loans is not expected to differ significantly from their fair value. The fair value of the loans is determined based on the discounted cash flow methodology.
As at 31 December 2022, Greenvolt had in place derivative financial instrument contracts associated with hedging interest rate recorded at fair value, based on assessments carried out by specialized external entities, which were subject to internal validation.
Greenvolt only use derivatives to hedge cash flows associated with operations generated by their activity.
As at 31 December 2022 and 2021, the fair value of derivative financial instruments is as follows:
| 31.12.2022 | 31.12.2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Asset | Liability | Asset | Liability | ||||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
||
| Interest rate derivatives |
788,393 | 478,736 | — | — | — | — | — | — | |
| 788,393 | 478,736 | — | — | — | — | — | — |
During the third quarter of 2022, the Company entered into an interest rate derivative contract with the objective of mitigating the volatility risk regarding the interest rate evolution of the bond loan issued in June 2022, with a nominal value of 50,000,000 Euros.
These contracts were valued according to their fair value at 31 December 2022 and the corresponding amount was recognized in the caption "Derivative financial instruments".
As of December 31, 2022 and 2021, the Company had the following interest rate derivative contracts in place:
| Fair Value (in Euros) | ||||||
|---|---|---|---|---|---|---|
| Type | Amount | Maturity | Interests | Fixing | 31/12/2022 | 31/12/2021 |
| Interest rate swap | € 10.000.000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1,78% | 229,091 | ― |
| Interest rate swap | € 10.000.000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1,80% | 226,141 | ― |
| Interest rate swap | € 10.000.000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1,58% | 257,464 | ― |
| Interest rate swap | € 10.000.000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1,50% | 270,401 | ― |
| Interest rate swap | € 10.000.000 | 28/06/2024 | Pays fixed rate and receives Euribor at 6M (floor 0%) |
1,40% | 284,032 | ― |
| 1,267,129 | — |
The derivative evaluation model, used by the counterparties, is based on the Discounted Cash Flows Method, i.e., using Par Swaps Rates, quoted in the interbank market, and available on Reuters and/or Bloomberg pages, for the relevant periods, being calculated the respective forward rates and discount factors used to discount the fixed cash flows (fixed
leg) and the variable cash flows (variable leg). The sum of the two portions results in the Net Present Value of future cash flows or fair value of the derivatives.
Finally, it should be noted that on December 31, 2022, about 70% (30% on December 31, 2021) of the gross nominal financial debt earned interest at a fixed rate. In addition to debt contracted at fixed rates, there are interest rate derivatives contracted under the terms of which a variable rate indexing factor is exchanged for a fixed rate, namely on a notional of 50 million Euros, associated with the "Greenvolt 2022/2024" Bond Loan. These interest rate derivatives, entered into by decision of the Board of Directors in September 2022, allow a hedge corresponding to approximately 11.3% of the gross nominal financial debt issued. Therefore, with reference to December 31, 2022, 30% of the gross financial debt was indexed at a variable rate (70% at December 31, 2021).
The line item "Provisions" is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Provision for dismantling and decommissioning | 5,930,511 | 6,732,341 |
| Others | 9,318 | 9,318 |
| 5,939,829 | 6,741,659 |
The movement of "Provisions for dismantling and decommissioning" is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Dismantling provision: | ||
| Opening balance | 6,732,341 | 6,664,201 |
| Increase / Reversal | (831,381) | — |
| Financial update (Note 30) | 29,551 | 68,140 |
| Closing balance | 5,930,511 | 6,732,341 |
In accordance with the provisions under the corresponding environmental licenses for the thermoelectric plants, when a plant is declared to cease operations, its deactivation phase begins; that is, the set of decommissioning, dismantling, demolition and environmental rehabilitation activities.
In order to update the estimated amount of the deactivation expenses of the power plants with reference to 31 December 2021, the Company requested two studies from two independent entities: one concerning the calculation of the expenses with the dismantling and demolition of the power plants, and another related to the expenses with the power plants' environmental requalification.
Based on these studies, it was concluded that as at 31 December 2021, the liability associated with the dismantling of the plants amounted to 6,732,341 Euros.
As at December 31, 2022 and given that there were no relevant changes in market conditions, the Company considered that the values determined by the studies carried out by the two independent entities remained adequate.
In line with the accounting policy referred in Note 2.2 i), these provisions are calculated based on the present value of future liabilities and recorded against an increase in the corresponding property, plant and equipment, and are depreciated for the remaining expected useful life of the respective assets.
The effect of the financial update, recognised in the line item of "Financial expenses" (Note 30). amounted to 29,552 Euros in 2022 (68,140 Euros in 2021). The assumptions used in the provision estimate were based on an inflation rate of 1.27% and on an average discount rate of approximately 0.88%.
As at 31 December 2022 and 2021, the line item "Trade payables" can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Trade payables, current account | 4,709,468 | 6,321,682 |
| Trade payables, pending invoices | 676,906 | 318,791 |
| 5,386,374 | 6,640,473 |
The line item "Trade payables, current account" includes balances with related parties in the amount of 2,903,502 Euros as at 31 December 2022 (4,222,712 Euros as at 31 December 2021), essentially related to the costs with the sale of electricity and others and to the costs with external services and supplies with Celbi, S.A. (356,301 Euros in 2022 and 679,652 Euros in 2021), with Caima - Indústria de Celulose, S.A. (132,648 Euros in 2022 against 236,485 Euros in 2021) and Biotek, S.A. (106,473 Euros in 2022 and 137,113 Euros in 2021). Also includes the balance of 1,479,625 Euros (3,132,715 Euros in 2021) payable to Altri Abastecimento de Madeira, S.A., related to the purchase of forest biomass (Note 32). It also includes the amount of 684,341 Euros for the purchase of tangible fixed assets to Ródão Power, S.A. (Note 32).
As of 31 December 2022 and 2021, the line item "Other payables" can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Other payables - non-current | ||
| Amounts payable related to acquisitions | 19,381,789 | 16,289,251 |
| 19,381,789 | 16,289,251 | |
| Other payables - current | ||
| Amounts payable related to acquisitions | 2,462,964 | 400,000 |
| Suppliers of investment | 366,194 | 50,798 |
| Other creditors | 60,307 | 61,528 |
| Group companies (Note 32) | ||
| Investment suppliers | — | 932,077 |
| 2,889,465 | 1,444,403 |
With the acquisition of the subsidiaries Greenvolt Power Poland and Greenvolt Next Portugal, the Company incurred, respectively, in a contingent amount of approximately 14 million Euros, which is expected to be fully paid in the year ended December 31, 2024, depending on various indicators related to the future evolution of the subsidiary, and 2.3 million Euros, which are expected to be paid in full by the end of the year ended December 31, 2026, depending on the performance of the subsidiary (Note 4). Additionally, the Company has an identical obligation, regarding the subsidiary Golditábua in the amount of 837 thousand Euros, which is expected to be paid in full in the year ending December 31, 2030. These amounts are reflected in the line items "Amounts payable related to acquisitions - non-current" and "Amounts payable related to acquisitions - current".
During the financial year 2022, in addition to the update of the aforementioned values, it should also be noted the value of the contingent payment of 4.9 million Euros related to the acquisition of 50% stakes in 6 companies belonging to Infraventus Group (Note 5).
As of 31 December 2022 and 2021, the line items "Other current liabilities" and "Other noncurrent liabilities" can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Other non-current liabilities: | ||
| Government grants (Note 25) | 166,809 | 389,220 |
| Remuneration to be settled | 841,293 | — |
| 1,008,102 | 389,220 | |
| Other current liabilities: Accrued expenses |
||
| Remunerations to be settled | 2,363,545 | 1,457,745 |
| Invoices to be received | 210,905 | 714,032 |
| Other accrued expenses | 2,544 | 6,000 |
| Deferred income | ||
| Government grants (Note 25) | 222,411 | 222,412 |
| 2,799,405 | 2,400,189 |
The line items "Government grants" include the non-repayable investment grant attributed for financing the Mortágua power plant, which is being amortized through the recognition of an income in the income statement, throughout the useful life of the associated asset (Note 2.2 g)).
On December 31, 2022 and 2021 the item "Remunerations to be settled - current and noncurrent" includes, among others, the accruals associated with performance bonuses awarded to employees and key members of management, as well as vacation allowances.
The detail of "Sales" and "Services rendered" of the periods ended on 31 December 2022 and 2021 is as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Electricity sales | 49,038,283 | 45,938,444 |
| Services rendered | 3,567,188 | 495,306 |
| 52,605,471 | 46,433,750 |
The Services rendered of the period ended on 31 December 2022, in the amount of 3,567,188 Euros (495,306 Euros in the period ended on 31 December in 2021) Euros, correspond to fees related to services rendered to Group companies.
The line item "Other income" in the financial years ended on 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Investment grants | 222,411 | 222,412 |
| Own works capitalized | 208,519 | — |
| Others | 17 | 301 |
| 430,947 | 222,713 |
The line item "Investment grants" reflects the recognition of the subsidy income related to the subsidised tangible fixed assets, which are amortized on the same basis and at the same rates of the remaining tangible fixed assets of the Company, with the respective cost being offset by the amortization of the subsidies on the same basis and at the same rates as the respective subsidised tangible fixed assets.
In 2022, the company capitalized personnel expenses related to the construction of intangible assets in the amount of 208,519 Euros.
The line item "External services and supplies" in the financial years ended 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Specialised services | 8,319,547 | 7,400,422 |
| Subcontracts | 2,790,391 | 2,808,078 |
| Energy and fluids | 1,857,532 | 1,555,803 |
| Insurance | 454,006 | 430,310 |
| Materials | 444,997 | 377,867 |
| Others | 1,029,850 | 185,324 |
| 14,896,323 | 12,757,804 |
The line item "Specialized services" includes the costs with the contract for the rendering of maintenance, operation, internal biomass and waste management services established with Biotek, in the amount of 579,756 Euros (559,183 Euros in 2021), and the costs with the backoffice support services contract established at the beginning of 2021 with Celbi, in the amount of 432,750 Euros (432,750 Euros in 2021).
In addition, this line item includes the services related to the collection, recycling and disposal of boiler dust and ashes, as well as costs with audit services, studies and opinions, consulting and legal services associated with the acquisition of new companies and also IT services arising from the implementation of a new system of ERP.
The line item "Subcontracts" includes the costs with the contract for the operation, maintenance, internal waste management and general services, established with Celbi, in the amount of 1,505,916 Euros (1,505,916 Euros in 2021), and the costs with the operation and maintenance contract of Constância power plant, established with Caima Indústria de Celulose, in the amount of 1,003,944 Euros (1,003,944 Euros in 2021). In addition, this line item also includes the costs with the biomass handling services.
The line item "Energy and fluids" includes the supply of materials needed for the production process, namely steam, gas, water and compressed air. The increase in this line item is directly related to the higher prices of the materials.
The line item "Materials" includes the cost of purchasing chemical products.
The line item "Others" includes expenses with staff travel, expenses with car hire and other administrative expenses.
As of 31 December 2022 and 2021, the line item "Payroll expenses" is detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Remunerations | 7,440,045 | 3,502,914 |
| Charges on remuneration | 1,226,354 | 469,934 |
| Insurance | 124,412 | 21,768 |
| Costs with pensions | 76,006 | 19,064 |
| Other payroll expenses | 232,344 | 107,183 |
| 9,099,161 | 4,120,863 |
The line item "Other expenses" in the financial years ended on 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Donations | 143,141 | — |
| Taxes and direct taxes | 82,734 | 35,853 |
| Fees | 70,044 | — |
| Indirect taxes | 9,173 | 2,282 |
| Others | 41,482 | 39,665 |
| 346,574 | 77,800 |
The amortization and depreciation regarding financial years ended on 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Property, plant and equipment (Note 8) | 9,311,510 | 9,149,867 |
| Intangible assets (Note 10) | 30,132 | 1,023 |
| Right-of-use assets (Note 9) | 460,604 | 277,866 |
| 9,802,247 | 9,428,756 |
The financial results for the financial years ending on 31 December 2022 and 2021 can be detailed as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Financial income | ||
| Interest income | 11,992,630 | 2,546,232 |
| Exchange rate gains | 2,430 | 2,160,927 |
| 11,995,060 | 4,707,159 | |
| Financial expenses | ||
| Interest expenses | 5,915,860 | 722,673 |
| Interest expenses - lease liabilities (Note 9) | 148,841 | 124,548 |
| Commissions | 1,648,482 | 361,528 |
| Financial update of the dismantling provision ("unwinding") (Note 20) |
29,551 | 68,140 |
| Financial instruments losses | 256,918 | — |
| Exchange rate losses | 5,874,176 | 276 |
| Other financial expenses | 698,839 | 569,613 |
| 14,572,667 | 1,846,778 | |
| Financial results | (2,577,607) | 2,860,381 |
As of 31 December 2022, the line item "Interest income" includes interest earned on loans granted to Group Companies, namely to Greenvolt Holdco Limited in the amount of 6,375,853 Euros (2,169,059 Euros in 2021), to Greenvolt Power Poland in the amount of 3,934,846 Euros (350,313 Euros in 2021), to Greenvolt Next Portugal in the amount of 143,810 Euros, to Greenvolt Comunidades II, S.A. in the amount of 2,592 Euros and to Max Solar BidCo in the amount of 1,527,103 Euros (Note 32). Additionally, it includes 543,750 euros of interest obtained with the convertible loan granted to NIC (Note 32).
The value of the item line "Exchange rate gains" corresponds to the exchange rate adjustment, on December 31, 2022, of the loan granted in Pounds Sterling to the Group's Company, Greenvolt Energias Renováveis HoldCo Limited (Note 32).
As of 31 December 2022 and 2021, the item lines "Commissions" and "Other financial expenses" include, among others, expenses with commissions, stamp duty and banking
services related to the setting up of loans, which are being recognized as an expense over the useful life of the respective loan (Note 18).
On 31 December 2022 the line item "Dividends" received includes dividends distributed by the subsidiaries, namely Greenvolt HoldCo Limited in the amount of 3,385 million euros, Sociedade Bioelétrica do Mondego S.A in the amount of 5 million euros and 107 thousand euros referring to Greenvolt Next PT.
As of 31December 2022 and 2021, the guarantees provided had the following detail:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Operational guarantees - Solar and Wind | 57,654,946 | 376,000 |
| Operational guarantees - Distributed generation | 6,000,000 | — |
| Operational guarantees - Biomass | 146,000 | 146,000 |
| 63,800,946 | 522,000 |
On the one hand, in 2022, the increase in operational guarantees in the "Solar and Wind" segment (when compared to 31 December 2021) is mainly explained by the guarantees provided by Greenvolt to the RAE - Regulatory Authority of Energy - amounting to approximately 33,7 million euros, and to the IPTO - Independent Power Transmission Operator - amounting to approximately 16,6 million euros, on behalf of companies of the Greenvolt Power Group, to ensure the development of projects to be carried out by the guaranteed companies before the respective beneficiaries, namely the submission of the Certification Regulation (in the case of RAE) and to ensure the participation of the companies in the Competitive Tender Procedure for photovoltaic installations (in the case of IPTO).
On the other hand, the increase in operational guarantees in the "Distributed generation" segment is essentially explained by guarantees issued on behalf of Tresa Energía in favour of suppliers, to guarantee the compliance of the contracts established with them, for the purchase of inventories (solar panels), in the global amount of 6 million euros.
The Company's subsidiaries have relationships with each other that qualify as transactions with related parties, which were carried out as market prices.
As of 31 December 2022,the main balances with Greenvolt Group's companies and related entities are as follows:
| Creditor balances | Debtor balances | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | Trade payables (Note 20) |
Other creditors (Note 22) |
Lease liabilities (Note 9) |
Trade receivable s (Note 12) |
Other debtors (Note 13) |
Other receivable s (Note 13) |
Special taxation group regime |
Granted loans and interest (Note 13) |
| Caima Indústria de Celulose, S.A. |
(132,648) | — | (829,170) | — | — | — | — | — |
| Biotek, S.A. | (106,473) | — | (468,506) | — | — | — | — | — |
| Celbi, S.A. | (356,301) | — | (2,901,670) | 72,686 | — | — | — | — |
| Ródão Power, S.A. | (684,341) | — | — | — | 186,980 | — | 704,527 | — |
| Altri Abastecimento de Madeira, S.A. |
(1,479,625) | — | — | — | — | — | — | — |
| Greenvolt Comunidades, S.A. |
— | — | — | — | 139,377 | 183,505 | (345,066) | — |
| Soc. Bioelétrica do Mondego, S.A. |
— | — | — | 1,308 | 626,259 | — | 1,699,312 | — |
| Energia Solar Alto Tejo (SESAT) |
— | — | — | — | 1,187 | 1,597 | (15,497) | — |
| Paraimo Green, Lda | — | — | — | — | 163,638 | 364,565 | — | — |
| Golditábua, S.A. | — | — | — | 654,048 | 171,333 | — | — | — |
| Greenvolt HoldCo Limited |
— | — | — | — | 6,707,490 | — | — | 99,664,062 |
| Greenvolt Next Portugal, Lda |
— | — | — | 160,838 | 162,927 | — | — | 11,000,000 |
| Greenvolt Next Portugal II Invest, Lda |
— | — | — | 13,366 | — | — | — | — |
| Greeenvolt Power Group |
— | — | — | — | 4,209,146 | — | — | 255,000,000 |
| Greenvolt Power Poland |
— | — | — | 87,022 | — | — | — | — |
| Max Solar BidCo | — | — | — | — | 1,555,827 | — | — | 26,719,406 |
| SCUR-Mikro 465 UG | — | 1,250 | — | — | — | — | — | — |
| Greenvolt Next Holding, S.A. |
— | 50,000 | — | — | — | — | — | — |
| Greenvolt España | (24,323) | (2,544) | — | — | — | — | — | — |
| Greenvolt Comunidades II, S.A. |
— | — | — | — | 22,550 | — | — | 2,500,000 |
| PVE 3 Sp. z o.o. | — | — | — | 11,438 | — | — | — | — |
| Greenvolt Power Wind Poland sp |
— | — | — | 25,328 | 10,743 | — | — | — |
| Green Repower Photovoltaic |
— | — | — | 5,096 | — | — | — | — |
| V Ridium PV Greece Mike |
— | — | — | 231,935 | — | — | — | — |
| V Ridium PV7 Greece | — | — | — | 223,932 | — | — | — | — |
| MeneloU Singla Member |
— | — | — | 3,254 | — | — | — | — |
| Cofina Media, S.A. | (117,247) | — | (371,107) | — | — | — | — | — |
| (2,900,958) | 48,706 | (4,570,453) | 1,490,251 | 13,957,457 | 549,667 | 2,043,276 | 394,883,468 |
As of 31 December 2021, the main balances with Greenvolt Group's companies and related entities are as follows:
| Debtor balances | Creditor balances | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | Trade receivabl es (Note 12) |
Other debtors (Note 13) |
Granted loans and interest (Note 13) |
Trade payables (Note 21) |
Other creditors (Note 22) |
Suppliers of investment (Note 22) |
Special taxation group regime |
Lease liabilities (Note 9) |
| Celbi, S.A. | — | — | — | (679,652) | — | — | — | (2,937,690) |
| Caima Indístria de Celulose, S.A. |
— | — | — | (236,485) | — | — | — | (833,271) |
| Biotek, S.A. | 37,031 | — | — | (137,113) | — | — | — | (479,001) |
| Altri Abastecimento de Madeira, S.A. |
— | — | — | (3,132,715) | — | — | — | — |
| Paraimo Green, Lda | — | 65,887 | — | — | — | — | — | — |
| Golditábua, S.A. Greenvolt Next Portugal, |
436,896 | — | — | — | — | — | — | — |
| S.A. | 64,575 | — | — | — | — | (932,077) | — | — |
| Greenvolt HoldCo Limited | — | — | 107,702,525 | — | — | — | — | — |
| Greenvolt Power Group | 800 | — | 60,274,479 | — | — | — | — | — |
| Greenvolt Power Poland | — | 38,182 | — | (32,636) | — | — | — | — |
| Augusta Energy Sp. z o.o. | 6,200 | — | — | — | — | — | — | — |
| Cofina Media, S.A. | — | — | — | (4,112) | — | — | — | (226,033) |
| 545,502 | 104,069 | 167,977,004 | 4,222,712 | — | (932,077) | — | (4,475,994) |
The main transactions of the year of 2022 with Greenvolt Group's companies and related entities can be summarized as follows:
| Company | Purchases | External services and supplies |
Sales and services rendered |
Interest income (Note 30) |
Property, plant and equipment |
Payments of lease liabilities |
|---|---|---|---|---|---|---|
| Caima Indístria de Celulose, S.A. | — | 1,208,122 | — | — | — | 83,772 |
| Biotek, S.A. | — | 579,756 | — | — | — | 24,000 |
| Celbi, S.A. | — | 3,349,811 | — | — | — | 237,732 |
| Ródão Power, S.A. | — | — | 193,700 | — | 556,375 | — |
| Altri Abastecimento de Madeira, S.A. | 24,144,658 | — | — | — | — | |
| Greenvolt Comunicades, S.A. | — | — | 288,568 | — | — | — |
| Soc. Bioelétrica do Mondego, S.A. | — | — | 638,936 | — | — | — |
| Energia Solar Alto Tejo (SESAT) | — | — | 2,485 | — | — | — |
| Paraimo Green, Lda | — | — | 407,096 | — | — | — |
| Golditábua, S.A. | — | — | 347,879 | — | — | — |
| Greenvolt HoldCo Limited | — | — | 601,105 | 4,206,794 | — | — |
| Greenvolt Next Portugal, Lda | — | — | 97,380 | 143,810 | 3,572,077 | — |
| Greenvolt Next Portugal II Invest, Lda | — | — | 10,867 | — | — | — |
| Greeenvolt Power Group | — | — | 274,300 | 5,343,179 | — | — |
| Greenvolt Power Poland | — | — | 230,575 | — | — | — |
| Max Solar BidCo | — | — | 40,378 | 1,527,103 | — | — |
| Greenvolt España | — | 125,153 | — | — | — | — |
| Greenvolt Comunidades II, S.A. | — | — | 19,958 | 2,592 | — | — |
| PVE 3 Sp. z o.o. | — | — | 11,438 | — | — | — |
| Greenvolt Power Wind Poland sp | — | — | 36,071 | — | — | — |
| Green Repower Photovoltaic | — | — | 5,096 | — | — | — |
| V Ridium PV Greece Mike | — | — | 231,935 | — | — | — |
| V Ridium PV7 Greece | — | — | 223,932 | — | — | — |
| MeneloU Singla Member | — | — | 3,254 | — | — | — |
| Cofina Media, S.A. | — | 101,301 | — | — | — | 231,901 |
| 24,144,658 — | 5,364,143 — 3,664,953 — 11,223,478 — 4,128,452 | 577,405 |
<-- PDF CHUNK SEPARATOR -->
The main transactions of the year of 2021 with Greenvolt Group's companies and related entities can be summarized as follows:
| Company | Purchases | External services and supplies |
Interest expenses |
Sales and services rendered |
Interest income (Note 30) |
Property, plant and equipment |
Payments of lease liabilities |
|---|---|---|---|---|---|---|---|
| Celbi, S.A. | — | 3,242,101 | — | — | — | — | 188,296 |
| Caima Indístria de Celulose, S.A. | — | 1,173,547 | — | — | — | — | 83,772 |
| Biotek, S.A. | — | 559,183 | — | — | — | — | 8,000 |
| Soc. Bioelétrica do Mondego, S.A. | — | — | — | — | 17,188 | — | — |
| Altri Abastecimento de Madeira, S.A. | 19,158,816 | — | — | — | — | — | — |
| Paraimo Green, Lda | — | — | — | 49,424 | — | — | — |
| Golditábua, S.A. | — | — | — | 355,200 | — | — | — |
| Greenvolt Next Portugal, S.A. | — | — | — | 52,500 | — | 3,572,077 | — |
| Greenvolt HoldCo Limited | — | — | — | — | 2,169,059 | — | — |
| Greenvolt Power Group | — | 800 | — | — | 350,313 | — | — |
| Greenvolt Power Poland | — | — | — | 38,182 | — | — | — |
| Augusta Energy Sp. z o.o. | — | — | — | 6,200 | — | — | — |
| Cofina Media, S.A. | — | — | — | — | — | — | 66,000 |
| 19,158,816 | 4,975,631 | — | 501,506 | 2,536,560 | 3,572,077 | 346,068 |
During the financial years ended on 31 December 2022 and 2021, there were no transactions with the Board of Directors of the Company, nor were they granted loans.
On January 20, 2023, Greenvolt and the global infrastructure fund managed by Kohlberg Kravis Roberts & Co. L.P. (KKR), reached an agreement for the subscription by KKR's investment fund of a 200 million Euros bond issue convertible into shares.
This issue of bonds convertible into shares is subject to approval by Greenvolt's shareholders at an ordinary general meeting to be held no later than May 31, 2023. At the signing of this agreement, the shareholders representing the majority of the capital announced their commitment to this transaction by voting in favor of the terms as well as the appointment of an additional non-executive to the company's management.
The bonds to be subscribed by KKR's investment fund, which will not be admitted to trading on Euronext Lisbon, carry an annual interest rate of 4.75%. The maturity of these bonds is seven years, with the possibility of conversion into Greenvolt common shares at the end of the third year.
The price for conversion of these bonds into shares was set at ten Euros, a value that has an implicit premium of about 25% above the weighted average price of Greenvolt shares listed on Euronext Lisbon, in the 47 days prior to the execution of this agreement. At the defined conversion value, Greenvolt is valued at 1.39 billion Euros.
From 31 December 2022 to the date of issue of this report, there were no other relevant facts that could materially affect the financial position and the future results of the Company.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU), some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 6 April 2023. The final approval is still subject to the agreement of the Shareholders' General Meeting, yet to be performed.
The Certified Accountant The Board of Directors
Integrated Annual Report 2022

| The Board of Directors |
|---|
| Clementina Maria Dâmaso de Jesus Silva Barroso |
| Paulo Jorge dos Santos Fernandes |
| José Armindo Farinha Soares de Pina |
| João Manuel Matos Borges de Oliveira |
| Ana Rebelo de Carvalho Menéres de Mendonça |
| Pedro Miguel Matos Borges de Oliveira |
| Domingos José Vieira de Matos |
| Céline Dora Judith Abecassis-Moedas |
| António Jorge Viegas de Vasconcelos |
| Maria Joana Dantas Vaz Pais |
João Manuel Manso Neto
| Part I - Information On Shareholder Structure, Organisation And Corporate Governance |
407 |
|---|---|
| A. Shareholder Structure | 407 |
| I Capital Structure | 407 |
| II Shares And Bonds Held | 408 |
| B. Corporate Bodies And Committees | 415 |
| I General Shareholders' Meeting | 415 |
| II Administration And Supervision | 418 |
| III Supervision | 442 |
| IV Statutory External Auditor | 447 |
| V External Auditor | 448 |
| C. Internal Organisation | 451 |
| I Articles Of Association | 451 |
| II Reporting Of Irregularities | 451 |
| III Internal Control And Risk Management | 452 |
| IV Investor Support | 463 |
| V Website | 464 |
| D. Remuneration | 466 |
| I Competence To Determine Remuneration | 466 |
| II Remuneration Committee | 466 |
| III Remuneration Structure | 452 |
| IV Disclosure Of Remuneration | 474 |
| V Agreements Affecting Remuneration | 476 |
| VI Plans For The Allocation Of Shares Or Stock Options | 477 |
| E. Transactions With Related Parties | 478 |
| I Control Mechanisms And Procedures | 478 |
|---|---|
| II Elements Related To Business Activity | 479 |
| Part II - Corporate Governance Assessment | 480 |
| A. Identification Of The Adopted Corporate Governance Code | 480 |
| B. Analysis Of Compliance With The Adopted Corporate Governance Code |
480 |
| C. Annexes | 502 |
The share capital of Greenvolt - Energias Renováveis, S.A. (hereinafter referred to as "Greenvolt" or the "Company") is 367,094,274.62 euros (three hundred and sixty-seven million, ninety-four thousand, two hundred and seventy-four euros and sixty-two cents), fully subscribed and paid up, being represented by 139,169,046 (one hundred and thirty-nine million, one hundred and sixty-nine thousand, and forty-six) non-par value shares.
The distribution of capital and respective voting rights among the shareholders with qualifying shareholdings is detailed in section II.7.
All shares representing the share capital are admitted to trading on the Euronext Lisbon regulated market.
There are no restrictions on the transferability or ownership of the Company's shares.
As at 31 December 2022, the Company did not directly or indirectly hold any percentage of own shares representing its share capital.
4. Significant agreements to which the Company is a party and which will enter into force, be amended or terminate in the event of a change of control of the Company following a takeover bid, as well as the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the Company, other than where the Company is specifically obliged to disclose such information by virtue of other legal requirements
With regard to the Company's contracting of third-party debt, by means of financing agreements or the issue of debt securities, the Company adheres to change of control clauses which constitute accepted practice, required by the Portuguese banking market as an essential condition for the provision of funds. As the use of third-party capital is a common management tool to support the competitive development of the Company's activity, such contractual provisions are not considered liable to harm the economic interest in the transfer of the Company's shares.
In addition to the provisions of the previous paragraph, there are no significant agreements entered into by the Company that would come into force, be amended or terminated in the event of a change of control of the Company following a takeover bid.
No defensive measures have been adopted.
The Board of Directors is unaware of the existence of any shareholder agreements concerning the Company.
In compliance with the provisions of Article 8(1)(b) of CMVM (Portuguese Securities Market Commission) Regulation no. 5/2008, the following information is provided with regard to the qualifying shares held by shareholders in the share capital of Greenvolt on 31 December 2022, identifying the respective attribution of voting rights pursuant to Article 20(1) of the Portuguese Securities Code.
| Name | No. of shares |
|---|---|
| Ana Rebelo de Carvalho Menéres de Mendonça (a) | 13.389.937 |
| João Manuel Matos Borges de Oliveira (b) | 12.101.403 |
| Paulo Jorge dos Santos Fernandes (c) | 13.261.891 |
| Domingos José Vieira de Matos (d) | 11.665.206 |
| Pedro Miguel Matos Borges de Oliveira (e) | 7.529.589 |
(a) The 13,389,937 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by PROMENDO INVESTIMENTOS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is a director and controlling shareholder.
(b) The 12,101,403 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company CADERNO AZUL, S.A., of which the director João Manuel Matos Borges de Oliveira is a director and controlling shareholder.
(c) The 13, 261,891 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company ACTIUM CAPITAL, S.A., of which the director Paulo Jorge dos Santos Fernandes is a director and controlling shareholder.
(d) The 11,665,206 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by LIVREFLUXO, S.A., of which the director Domingos José Vieira de Matos is a director and controlling shareholder.
(e) The 7,529,589 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company 1 THING, INVESTMENTS, S.A., of which the director Pedro Miguel Matos Borges de Oliveira is a director and controlling shareholder. Note: by reference to Article 20(1)(b),(d) and (j) of the Portuguese Securities Code, the sum of the voting rights attributable to the shares held directly or indirectly by the shareholders referred to in the previous paragraphs (a) to (e), is higher than 50% (fifty per cent) of the total voting rights of the Company.
| Exceeding 15% of the voting rights | No. of shares |
% of direct voting rights |
|---|---|---|
| Altri, SGPS, S.A. | 23,154,783 | 16.64% |
| Directly | 4,404,783 | 3.17% |
| Through Celulose Beira Industrial (CELBI), S.A. | 18,750,000 | 13.47% |
| Exceeding 5% of the voting rights | No. of shares |
% of direct voting rights |
|---|---|---|
| PROMENDO INVESTIMENTOS, S.A. (a) | 13.389.937 | 9.62% |
| (a) The 13,389,937 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by PROMENDO INVESTIMENTOS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is a director and controlling shareholder |
||
| ACTIUM CAPITAL, S.A. (b)* | 13.261.891 | 9.53% |
| (b) The 13,261,891 shares of Greenvolt - Energias Renováveis, S.A. held by ACTIUM CAPITAL, S.A. are considered to be held by Paulo Jorge dos Santos Fernandes, its director and controlling shareholder |
||
| CADERNO AZUL, S.A. (c) | 12.101.403 | 8.70% |
| (c) The 12,101,403 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company CADERNO AZUL, S.A., of which the director João Manuel Matos Borges de Oliveira is a director and controlling shareholder |
||
| LIVREFLUXO, S.A. (d) | 11.665.206 | 8.38% |
| (d) The 11,665,206 shares of Greenvolt - Energias Renováveis, S.A. held by LIVREFLUXO, S.A. are considered to be attributable to Domingos José Vieira de Matos, its director and controlling shareholder |
||
| 1 THING, INVESTMENTS, S.A. (e) | 7.529.589 | 5.41% |
| (e) The 7,529,589 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company 1 THING, INVESTMENTS, S.A., of which the director Pedro Miguel Matos Borges de Oliveira is a director and controlling shareholder. |
||
| V-RIDIUM EUROPE SP. Z O. O. and KWE PARTNERS* | 12.841.808 | 9.23% |
*Actium Capital S.A. notified the market, on 26 January 2023, of an increase in its shareholder position to 10.00% and V-Ridium Europe S.P. (which includes KWE Partners and CEEV Partners by consolidation of the same shareholder base) notified the market, on 30 March 2023, of an increase in its shareholder position to 9.57%.
Source: latest communications received from the owners of qualifying holdings addressed to the Company as of 31 December 2022.
This information is also attached to the Annual Management Report.
Updated information on qualifying shares available for consultation on the Company's website at https://greenvolt.com/investors/shareholders/#qualifyingholdings
Disclosure of the number of shares and other securities issued by the Company that are held by members of the management and supervisory bodies
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 3 057 511 |
| 25-May-22 | Div. In Kind | 7 027 673 | 6.780000 | Euronext Lisbon | 10 085 184 |
| 5-Jul-22 | Subscription | 2 951 707 | 5.620000 | Euronext Lisbon | 13 036 891 |
| 14-Oct-22 | Buy | 455 | 7.140000 | Euronext Lisbon | 13 037 346 |
| 14-Oct-22 | Buy | 2 084 | 7.140000 | Euronext Lisbon | 13 039 430 |

| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 142 | 7.150000 | Euronext Lisbon | 13 039 572 |
| 14-Oct-22 | Buy | 600 | 7.150000 | Euronext Lisbon | 13 040 172 |
| 14-Oct-22 | Buy | 360 | 7.150000 | Euronext Lisbon | 13 040 532 |
| 14-Oct-22 | Buy | 1 250 | 7.150000 | Euronext Lisbon | 13 041 782 |
| 14-Oct-22 | Buy | 109 | 7.150000 | Euronext Lisbon | 13 041 891 |
| 14-Oct-22 | Buy | 2 000 | 7.120000 | Euronext Lisbon | 13 043 891 |
| 14-Oct-22 | Buy | 2 000 | 7.120000 | Euronext Lisbon | 13 045 891 |
| 14-Oct-22 | Buy | 1 000 | 7.120000 | Euronext Lisbon | 13 046 891 |
| 14-Oct-22 | Buy | 268 | 7.120000 | Euronext Lisbon | 13 047 159 |
| 14-Oct-22 | Buy | 40 | 7.120000 | Euronext Lisbon | 13 047 199 |
| 14-Oct-22 | Buy | 685 | 7.120000 | Euronext Lisbon | 13 047 884 |
| 14-Oct-22 | Buy | 600 | 7.120000 | Euronext Lisbon | 13 048 484 |
| 14-Oct-22 | Buy | 540 | 7.120000 | Euronext Lisbon | 13 049 024 |
| 14-Oct-22 | Buy | 600 | 7.130000 | Euronext Lisbon | 13 049 624 |
| 14-Oct-22 | Buy | 44 | 7.130000 | Euronext Lisbon | 13 049 668 |
| 14-Oct-22 | Buy | 1 590 | 7.130000 | Euronext Lisbon | 13 051 258 |
| 14-Oct-22 | Buy | 633 | 7.130000 | Euronext Lisbon | 13 051 891 |
| 14-Oct-22 | Buy | 15 | 7.120000 | Euronext Lisbon | 13 051 906 |
| 14-Oct-22 | Buy | 600 | 7.120000 | Euronext Lisbon | 13 052 506 |
| 14-Oct-22 | Buy | 550 | 7.120000 | Euronext Lisbon | 13 053 056 |
| 14-Oct-22 | Buy | 639 | 7.120000 | Euronext Lisbon | 13 053 695 |
| 14-Oct-22 | Buy | 725 | 7.120000 | Euronext Lisbon | 13 054 420 |
| 14-Oct-22 | Buy | 1 960 | 7.130000 | Euronext Lisbon | 13 056 380 |
| 14-Oct-22 | Buy | 185 | 7.120000 | Euronext Lisbon | 13 056 565 |
| 14-Oct-22 | Buy | 1 194 | 7.120000 | Euronext Lisbon | 13 057 759 |
| 14-Oct-22 | Buy | 1 250 | 7.140000 | Euronext Lisbon | 13 059 009 |
| 14-Oct-22 | Buy | 600 | 7.140000 | Euronext Lisbon | 13 059 609 |
| 14-Oct-22 | Buy | 2 000 | 7.140000 | Euronext Lisbon | 13 061 609 |
| 14-Oct-22 | Buy | 1 950 | 7.140000 | Euronext Lisbon | 13 063 559 |
| 14-Oct-22 | Buy | 829 | 7.140000 | Euronext Lisbon | 13 064 388 |
| 14-Oct-22 | Buy | 295 | 7.140000 | Euronext Lisbon | 13 064 683 |
| 14-Oct-22 | Buy | 2 898 | 7.140000 | Euronext Lisbon | 13 067 581 |
| 14-Oct-22 | Buy | 9 000 | 7.150000 | Euronext Lisbon | 13 076 581 |
| 14-Oct-22 | Buy | 1 724 | 7.150000 | Euronext Lisbon | 13 078 305 |
| 14-Oct-22 | Buy | 2 887 | 7.150000 | Euronext Lisbon | 13 081 192 |
| 14-Oct-22 | Buy | 1 151 | 7.150000 | Euronext Lisbon | 13 082 343 |
| 14-Oct-22 | Buy | 2 000 | 7.150000 | Euronext Lisbon | 13 084 343 |
| 14-Oct-22 | Buy | 484 | 7.120000 | Euronext Lisbon | 13 084 827 |
| 14-Oct-22 | Buy | 2 064 | 7.120000 | Euronext Lisbon | 13 086 891 |
| 14-Oct-22 | Buy | 357 | 7.130000 | Euronext Lisbon | 13 087 248 |
| 14-Oct-22 | Buy | 1 270 | 7.130000 | Euronext Lisbon | 13 088 518 |
| 14-Oct-22 | Buy | 373 | 7.130000 | Euronext Lisbon | 13 088 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 089 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 090 891 |
| 14-Oct-22 | Buy | 975 | 7.230000 | Euronext Lisbon | 13 091 866 |
| 14-Oct-22 | Buy | 25 | 7.230000 | Euronext Lisbon | 13 091 891 |

| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 092 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 093 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 094 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 095 891 |
| 14-Oct-22 | Buy | 6 | 7.230000 | Euronext Lisbon | 13 095 897 |
| 14-Oct-22 | Buy | 994 | 7.230000 | Euronext Lisbon | 13 096 891 |
| 14-Oct-22 | Buy | 573 | 7.230000 | Euronext Lisbon | 13 097 464 |
| 14-Oct-22 | Buy | 1 250 | 7.240000 | Euronext Lisbon | 13 098 714 |
| 14-Oct-22 | Buy | 125 | 7.250000 | Euronext Lisbon | 13 098 839 |
| 14-Oct-22 | Buy | 270 | 7.250000 | Euronext Lisbon | 13 099 109 |
| 14-Oct-22 | Buy | 2 000 | 7.250000 | Euronext Lisbon | 13 101 109 |
| 14-Oct-22 | Buy | 1 132 | 7.200000 | Euronext Lisbon | 13 102 241 |
| 14-Oct-22 | Buy | 1 368 | 7.200000 | Euronext Lisbon | 13 103 609 |
| 14-Oct-22 | Buy | 616 | 7.200000 | Euronext Lisbon | 13 104 225 |
| 14-Oct-22 | Buy | 220 | 7.200000 | Euronext Lisbon | 13 104 445 |
| 14-Oct-22 | Buy | 1 664 | 7.200000 | Euronext Lisbon | 13 106 109 |
| 14-Oct-22 | Buy | 1 500 | 7.290000 | Euronext Lisbon | 13 107 609 |
| 14-Oct-22 | Buy | 500 | 7.290000 | Euronext Lisbon | 13 108 109 |
| 14-Oct-22 | Buy | 700 | 7.290000 | Euronext Lisbon | 13 108 809 |
| 14-Oct-22 | Buy | 1 250 | 7.290000 | Euronext Lisbon | 13 110 059 |
| 14-Oct-22 | Buy | 11 000 | 7.300000 | Euronext Lisbon | 13 121 059 |
| 14-Oct-22 | Buy | 1 100 | 7.300000 | Euronext Lisbon | 13 122 159 |
| 14-Oct-22 | Buy | 4 732 | 7.300000 | Euronext Lisbon | 13 126 891 |
| 14-Oct-22 | Buy | 2 500 | 7.300000 | Euronext Lisbon | 13 129 391 |
| 14-Oct-22 | Buy | 1 447 | 7.300000 | Euronext Lisbon | 13 130 838 |
| 14-Oct-22 | Buy | 1 053 | 7.300000 | Euronext Lisbon | 13 131 891 |
| 14-Oct-22 | Buy | 1 433 | 7.300000 | Euronext Lisbon | 13 133 324 |
| 14-Oct-22 | Buy | 2 486 | 7.300000 | Euronext Lisbon | 13 135 810 |
| 14-Oct-22 | Buy | 14 | 7.300000 | Euronext Lisbon | 13 135 824 |
| 14-Oct-22 | Buy | 1 067 | 7.300000 | Euronext Lisbon | 13 136 891 |
| 14-Oct-22 | Buy | 800 | 7.300000 | Euronext Lisbon | 13 137 691 |
| 14-Oct-22 | Buy | 600 | 7.330000 | Euronext Lisbon | 13 138 291 |
| 14-Oct-22 | Buy | 2 400 | 7.330000 | Euronext Lisbon | 13 140 691 |
| 14-Oct-22 | Buy | 3 626 | 7.390000 | Euronext Lisbon | 13 144 317 |
| 14-Oct-22 | Buy | 180 | 7.390000 | Euronext Lisbon | 13 144 497 |
| 14-Oct-22 | Buy | 21 194 | 7.390000 | Euronext Lisbon | 13 165 691 |
| 14-Oct-22 | Buy | 1 200 | 7.350000 | Euronext Lisbon | 13 166 891 |
| 14-Oct-22 | Buy | 2 500 | 7.340000 | Euronext Lisbon | 13 169 391 |
| 14-Oct-22 | Buy | 467 | 7.340000 | Euronext Lisbon | 13 169 858 |
| 14-Oct-22 | Buy | 540 | 7.340000 | Euronext Lisbon | 13 170 398 |
| 14-Oct-22 | Buy | 175 | 7.340000 | Euronext Lisbon | 13 170 573 |
| 14-Oct-22 | Buy | 402 | 7.340000 | Euronext Lisbon | 13 170 975 |
| 14-Oct-22 | Buy | 856 | 7.340000 | Euronext Lisbon | 13 171 831 |
| 14-Oct-22 | Buy | 60 | 7.340000 | Euronext Lisbon | 13 171 891 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 174 391 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 176 891 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 200 | 7.510000 | Euronext Lisbon | 13 177 091 |
| 14-Oct-22 | Buy | 1 800 | 7.510000 | Euronext Lisbon | 13 178 891 |
| 14-Oct-22 | Buy | 700 | 7.510000 | Euronext Lisbon | 13 179 591 |
| 14-Oct-22 | Buy | 675 | 7.510000 | Euronext Lisbon | 13 180 266 |
| 14-Oct-22 | Buy | 700 | 7.510000 | Euronext Lisbon | 13 180 966 |
| 14-Oct-22 | Buy | 211 | 7.510000 | Euronext Lisbon | 13 181 177 |
| 14-Oct-22 | Buy | 111 | 7.520000 | Euronext Lisbon | 13 181 288 |
| 14-Oct-22 | Buy | 1 820 | 7.520000 | Euronext Lisbon | 13 183 108 |
| 14-Oct-22 | Buy | 914 | 7.520000 | Euronext Lisbon | 13 184 022 |
| 14-Oct-22 | Buy | 914 | 7.520000 | Euronext Lisbon | 13 184 936 |
| 14-Oct-22 | Buy | 159 | 7.520000 | Euronext Lisbon | 13 185 095 |
| 14-Oct-22 | Buy | 1 427 | 7.520000 | Euronext Lisbon | 13 186 522 |
| 14-Oct-22 | Buy | 98 | 7.520000 | Euronext Lisbon | 13 186 620 |
| 14-Oct-22 | Buy | 271 | 7.520000 | Euronext Lisbon | 13 186 891 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 189 391 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 191 891 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 194 391 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 196 891 |
| 14-Oct-22 | Buy | 600 | 7.550000 | Euronext Lisbon | 13 197 491 |
| 14-Oct-22 | Buy | 387 | 7.550000 | Euronext Lisbon | 13 197 878 |
| 14-Oct-22 | Buy | 34 | 7.550000 | Euronext Lisbon | 13 197 912 |
| 14-Oct-22 | Buy | 1 479 | 7.550000 | Euronext Lisbon | 13 199 391 |
| 14-Oct-22 | Buy | 2 500 | 7.550000 | Euronext Lisbon | 13 201 891 |
| 14-Oct-22 | Buy | 2 500 | 7.550000 | Euronext Lisbon | 13 204 391 |
| 14-Oct-22 | Buy | 2 000 | 7.550000 | Euronext Lisbon | 13 206 391 |
| 14-Oct-22 | Buy | 500 | 7.550000 | Euronext Lisbon | 13 206 891 |
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 209 391 |
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 211 891 |
| 14-Oct-22 | Buy | 110 | 7.500000 | Euronext Lisbon | 13 212 001 |
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 214 501 |
| 14-Oct-22 | Buy | 2 390 | 7.500000 | Euronext Lisbon | 13 216 891 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 219 391 |
| 14-Oct-22 | Buy | 325 | 7.450000 | Euronext Lisbon | 13 219 716 |
| 14-Oct-22 | Buy | 600 | 7.450000 | Euronext Lisbon | 13 220 316 |
| 14-Oct-22 | Buy | 1 900 | 7.450000 | Euronext Lisbon | 13 222 216 |
| 14-Oct-22 | Buy | 586 | 7.450000 | Euronext Lisbon | 13 222 802 |
| 14-Oct-22 | Buy | 2 486 | 7.450000 | Euronext Lisbon | 13 225 288 |
| 14-Oct-22 | Buy | 14 | 7.450000 | Euronext Lisbon | 13 225 302 |
| 14-Oct-22 | Buy | 1 589 | 7.450000 | Euronext Lisbon | 13 226 891 |
| 14-Oct-22 | Buy | 2 500 | 7.400000 | Euronext Lisbon | 13 229 391 |
| 14-Oct-22 | Buy | 308 | 7.400000 | Euronext Lisbon | 13 229 699 |
| 14-Oct-22 | Buy | 697 | 7.400000 | Euronext Lisbon | 13 230 396 |
| 14-Oct-22 | Buy | 1 087 | 7.400000 | Euronext Lisbon | 13 231 483 |
| 14-Oct-22 | Buy | 716 | 7.400000 | Euronext Lisbon | 13 232 199 |
| 14-Oct-22 | Buy | 726 | 7.400000 | Euronext Lisbon | 13 232 925 |
| 14-Oct-22 | Buy | 200 | 7.470000 | Euronext Lisbon | 13 233 125 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 71 | 7.480000 | Euronext Lisbon | 13 233 196 |
| 14-Oct-22 | Buy | 3 173 | 7.480000 | Euronext Lisbon | 13 236 369 |
| 14-Oct-22 | Buy | 522 | 7.480000 | Euronext Lisbon | 13 236 891 |
| 14-Oct-22 | Buy | 178 | 7.480000 | Euronext Lisbon | 13 237 069 |
| 14-Oct-22 | Buy | 9 822 | 7.480000 | Euronext Lisbon | 13 246 891 |
| 14-Oct-22 | Buy | 473 | 7.490000 | Euronext Lisbon | 13 247 364 |
| 14-Oct-22 | Buy | 600 | 7.490000 | Euronext Lisbon | 13 247 964 |
| 14-Oct-22 | Buy | 1 400 | 7.490000 | Euronext Lisbon | 13 249 364 |
| 14-Oct-22 | Buy | 476 | 7.490000 | Euronext Lisbon | 13 249 840 |
| 14-Oct-22 | Buy | 3 415 | 7.490000 | Euronext Lisbon | 13 253 255 |
| 14-Oct-22 | Buy | 600 | 7.500000 | Euronext Lisbon | 13 253 855 |
| 14-Oct-22 | Buy | 2 000 | 7.500000 | Euronext Lisbon | 13 255 855 |
| 14-Oct-22 | Buy | 1 250 | 7.500000 | Euronext Lisbon | 13 257 105 |
| 14-Oct-22 | Buy | 399 | 7.500000 | Euronext Lisbon | 13 257 504 |
| 14-Oct-22 | Buy | 4 387 | 7.500000 | Euronext Lisbon | 13 261 891 |
| 31-Dec-22 | - | - | - | - | 13 261 891 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 1 740 106 |
| 25-May-22 | Div. In Kind | 7 937 438 | 6,780000 | Euronext Lisbon | 9 677 544 |
| 5-Jul-22 | Subscription | 2 423 859 | 5,620000 | Euronext Lisbon | 12 101 403 |
| 31-Dec-22 | - | - | - | - | 12 101 403 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 1 872 743 |
| 25-May-22 | Div. In Kind | 9 805 310 | 6.780000 | Euronext Lisbon | 11 678 053 |
| 5-Jul-22 | Subscription | 1 711 884 | 5.620000 | Euronext Lisbon | 13 389 937 |
| 31-Dec-22 | - | - | - | - | 13 389 937 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 961 711 |
| 25-May-22 | Div. In Kind | 5 259 520 | 6.780000 | Euronext Lisbon | 6 221 231 |
| 5-Jul-22 | Subscription | 1 308 358 | 5.620000 | Euronext Lisbon | 7 529 589 |
| 31-Dec-22 | - | - | - | - | 7 529 589 |
This information is also attached to the Annual Management Report.
Pursuant to Article 4(2) of the Company's Articles of Association, the Board of Directors may, under the terms of the applicable law, decide to increase the Company's share capital on one or more occasions, up to a limit of seventy-five million euros, establishing in that resolution the conditions of subscription, any classes of shares to be issued among the existing shares, and the other terms and conditions applicable to the increase.
No significant relationships of a commercial nature have been notified to the Company between holders of qualifying shares and the Company.
Information on business dealings between the Company and related parties can be found in note 31 of the Notes to the Consolidated Accounts and note 32 of the Notes to the individual accounts of the Company relating to transactions with related parties.
a) Composition of the Board of the Shareholders' General Meeting
At the General Meeting on 24 June 2021, members of the Board of the Shareholders' General Meeting were elected for the term 2021-2023. After the Secretary's resignation from office was received on 1 December 2021, the Secretary of the Board of the Shareholders' General Meeting was elected on 29 April 2022:
| Board of the General Shareholders' Meeting |
|---|
| António Lobo Xavier, Chair |
| Inês Pinto Leite, Secretary |
During the 2022 financial year, a Shareholders' General Meeting of the Company was convened and held on 29 April 2022. The Chair of the Board was paid a fee of 5,000.00 € per meeting of the Shareholders' General Meeting in which he takes part, and the Secretary of the Board of the Shareholders' General Meeting was paid 1,500.00 € per meeting in which she takes part.
The Company's share capital is represented in its entirety by a single class of shares, ordinary, with each share corresponding to one vote. There are no statutory limitations on the exercise of voting rights.
The blocking of shares is not a condition for participation in the General Meeting, and the "Date of Registration" is the relevant moment for proving shareholder status and for exercising the corresponding participation and voting rights at the General Meeting, in accordance with the provisions of Article 23-C(1) of the Portuguese Securities Code. The "Date of Registration" is also the relevant point in time for shareholders who professionally hold shares in their own name but on behalf of clients to participate and vote.
In compliance with the provisions of Article 23-C of the Portuguese Securities Code:
the financial intermediary with whom the individual registration account is open, by the end of the 6th trading day prior to the date of the General Meeting, and for such purpose, the email address indicated in the convening notice may be used;
Notices convening General Meetings shall specify the way in which the right to vote by proxy is to be exercised, in accordance with the applicable legal provisions and the Company's Articles of Association.
Shareholders may be represented at General Meetings by means of a written proxy document, addressed and received by the Chair of the Board of the General Shareholders' Meeting by the end of the third business day prior to the date of the General Meeting, stating the name and address of the representative and the date of the meeting, by post or by email, in which case the email address stated on the convening notice may be used for this purpose. If the proxy instrument is sent by email, the original must be handed to the Chair of the General Meeting on the day of the General Meeting, in compliance with the provisions of Article 12(4) of the Articles of Association.
A shareholder may appoint different proxies for shares held in different securities accounts, subject to the principle of unity of voting, pursuant to Article 385 of the PCC, and voting differently is permitted, in accordance with Article 23C(6) of the Securities Code, for shareholders who professionally hold shares in their own name but on behalf of clients.
Under the terms of the applicable law and within the legally established time limits, the Company shall provide adequate information for shareholders who wish to be represented to give voting instructions to their proxies through the disclosure of proposals to be submitted to the General Meeting and forms for proxy documents and postal votes, all of which are available on the Company's website.
Shareholders may vote by post on all matters submitted for discussion by the General Meeting. Notwithstanding the requirement of proof of shareholder status, postal votes will be considered when received at the Company's head office by recorded delivery letter or by certified courier delivery at the head office by the end of the 3rd business day prior to the date of the General Shareholders' Meeting in question, unless an earlier deadline is set in the call for the meeting, identifying the sender and addressed to the Chair of the Board of the General Shareholders' Meeting. The right to vote may also be exercised by electronic means, in accordance with requirements that ensure its authenticity, under the terms defined by the Chair of the Board of the Shareholders' General Meeting.
If it is sent by recorded delivery letter, the voting statement must be signed by the shareholder or his/her legal representative, and the shareholder, if an individual, shall accompany the statement with a certified copy of their national identification document or passport, or alternatively, under the terms and for the purposes of Article 5(2) of Law No. 7/2007 of 5 February, the statement shall contain a certified signature under the terms of the applicable law and, if a company, the signature must be certified with mention of the capacity and powers to act.
It is incumbent upon the Chair of the Board of the Shareholders' General Meeting or their substitute, to verify the conformity of postal votes, and any postal votes that do not fulfil the requirements will not be accepted and will be treated as null and void.
.
There is no statutory limitation on the exercise of voting rights, that is, no limit on the number of votes that may be held or exercised by a single shareholder or group of shareholders.
In accordance with the Company's Articles of Association, decisions are taken by a majority of the votes cast, regardless of the percentage of share capital represented at the Shareholders' General Meeting, unless there is a legal or statutory provision that requires a qualified majority.
The Company has not adopted a statutory requirement to raise the deliberating quorum.
The Company was admitted to trading on 15 July 2021 and, at the Shareholders' General Meeting held on 24 June 2021 whose purpose was to adapt the Company's governance to its new condition as a company with securities admitted to trading, it was decided to adopt a single-tier governance model, with the management structure being attributed to the Board of Directors and the supervisory structure, with a reinforced nature, composed by the Statutory Audit Board, as provided for in Article 278(1)(a) of the PCC and by a Statutory External Auditor, in compliance with the provisions of Article 413(2)(a) of the PCC, by reference to Article 278(3) of the PCC.
The adopted model of governance is suitable for the performance of the responsibilities of each of the company's management bodies, ensuring a governance balance between the supervision functions and the management functions, through the composition of the Board of Directors with independent members who also form part of specialized committees that support its decision-making process, and the existence of procedures for dialectical action between the Board of Directors, the CEO, the Statutory Audit Board and the Statutory External Auditor.
Through its management and supervisory bodies, the Company constantly assesses the suitability of the model in place for the size of the Company and the complexity of the risks inherent to its activity, promoting the continuous improvement of its procedures and internal regulations.
The election of members to the Company's Board of Directors is the responsibility of the shareholders, by resolution taken at the Shareholders' General Meeting. Members are elected for three-year terms of office and may be re-elected one or more times in accordance with the company's Articles of Association.
Also with regard to the election of members to the Board of Directors, it is important to note the statutory rule set out in Article 14 of the Articles of Association, pursuant to which, at the General Shareholders' Meeting, a director shall be elected individually from among the persons proposed in lists put forward by groups of shareholders, provided that none of these groups holds shares representing more than twenty per cent or less than ten per cent of the share capital. If there are proposals to this effect, the election is held separately before the election of the other directors. Each of the lists mentioned above must propose at least two eligible persons for each of the positions to be filled. No shareholder may subscribe to more than one such list.
In accordance with the law, the Articles of Association provide that, in the event of death, resignation or temporary or permanent impediment of any Director, the Board of Directors will arrange for his or her replacement through co-option, such appointment being subject to ratification by the shareholders at the next Shareholders' General Meeting.
Pursuant to the Articles of Association, the Board of Directors may be composed of an odd or even number of members, between a minimum of three and a maximum of fifteen, elected by shareholders at a Shareholders' General Meeting.
As at 31 December 2022, the Board of Directors was composed of the following members:
During 2022, the Board of Directors suffered the following changes:
Most of members of the Board of Directors were appointed as directors for the three-year period from 2021 to 2023 of the Company for the first time at Shareholders' General Meeting held on 24 June 2021, with the exception of:
• José Soares de Pina, appointed for the first time by resolution of the Shareholders' General Meeting of 14 July 2020, for the term of office 2020-2022, from which she resigned on 23 June 2021;
The Remuneration and Appointments Committee is responsible for proposing to the Board of Directors the selection criteria, composition and the necessary powers for the Company's internal structures and bodies, and those of the Greenvolt Group companies, including the exercise of the right of co-option of members of the Board of Directors, as well as of other entities in relation to which the Company has the right to appoint the members of the management bodies, and their repercussions on its composition, preparing instruments and policies that reflect these criteria, promoting merit, suitability to the function and diversity. Additionally, and in collaboration with the Salaries Committee, the Remuneration and Appointments Committee may induce, to the extent of its powers, transparent selection processes for members of the management bodies, guided by principles of meritocracy, functional suitability and promotion of diversity, including gender diversity, considering that, under the Portuguese legal framework, the power to select and appoint or elect the members of the management and supervisory bodies of commercial companies falls exclusively to the Shareholders' General Meeting.
In selecting the members of the management bodies for the Company's first mandate as a listed company, the Company's shareholders took special care in selecting the members of all the management bodies, promoting a diverse composition based on criteria of independence, integrity, experience, competence and gender. The diversity and professional experience of the members of the Board of Directors and of the Statutory Audit Board are described in Annex I to this Report.
The expression of the Greenvolt Group's position on diversity is publicly disclosed in its Plan for Gender Equality, available at www.cmvm.pt since 15 September 2022, and applicable to employees and members of the Greenvolt management bodies.
The Company's Board of Directors appointed for the three-year period 2021-2023 is composed of eleven members, of whom only one, João Manso Neto, performs executive functions as Chief Executive Officer, due to his professional experience, management capacity and integrity of personal profile, and he is widely recognised by peers as a leading light in the renewable energy sector.
The Company considers that the non-executive directors are sufficient to ensure effective monitoring, as well as true supervision and inspection, of the activity carried out by the Chief Executive Officer, especially considering that the Company has developed mechanisms to allow the non-executive directors to make independent and informed decisions, namely through the adoption of the following procedures:
The Board of Directors includes four independent members: Clementina Barroso, Céline Abecassis-Moedas, Jorge Vasconcelos and Joana Pais. The Company therefore seeks to ensure balance in the composition of the Board of Directors by including non-executive directors and independent directors, alongside the Chief Executive Officer. The qualification of the independence of the directors is made by an individual declaration by the directors themselves, renewed periodically, attesting to compliance with the criteria established by Recommendation III.4 of the IPCG Corporate Governance Code (2018, as amended in 2020).
The professional qualifications and curricular elements of the members of the Board of Directors is presented in Annex I to this Report.
On 31 December 2022, one member of the Company's Board of Directors, Paulo Jorge dos Santos Fernandes was also a director and controlling shareholder of the company ACTIUM CAPITAL, S.A., which holds 12.84% of the share capital of ALTRI, SGPS, S.A., as controlling shareholder of Greenvolt ("Altri").
Also, on the same date, another director, João Manuel Matos Borges de Oliveira, was also director and shareholder of the company CADERNO AZUL, S.A., which has a 15.11% shareholding in ALTRI.
Pedro Miguel Matos Borges de Oliveira is also Chair of the Board of Directors of 1 THING, INVESTMENTS, S.A., a company which holds 10.01% of ALTRI's share capital, and is the brother of the director João Manuel Matos Borges de Oliveira.
The director Domingos José Vieira de Matos is also a director and controlling shareholder of LIVREFLUXO, S.A., a company that has a 13.00% holding in ALTRI.
The director Ana Rebelo de Carvalho Menéres de Mendonça is also a director and controlling shareholder of PROMENDO INVESTIMENTOS, S.A., a company which has a 18.67% holding in ALTRI.
The following organisation chart represents the distribution of powers among the various corporate bodies, committees and departments of the Company on the date of disclosure of this Report, which was subject to progressive implementation during the course of the financial year 2022 and up to the present date:


The Board of Directors, by resolution passed on 28 June 2021, delegated the day-to-day management of the Company to the Chief Executive Officer, in accordance with Article 407(4) of the PCC.
Under the terms of the said instrument, the Chief Executive Officer is given the necessary powers to:
• Manage corporate business and carry out all acts and operations relating to its business scope, with respect for the powers attributed to other bodies of the Company and the limits established by law;
In the exercise of his delegated powers, the Chief Executive Officer liaises with the non-executive members of the Board of Directors, particularly with the members of the Company's Operational Strategy Committee, which is responsible for monitoring the performance of the Chief Executive Officer and issuing a prior opinion for the practice of certain acts by the Chief Executive Officer, within the limits established in the delegation of powers.
Without prejudice to the powers conferred on the Chief Executive Officer:
Structured Financing Advisor provides support to the Chief Executive Officer in the analysis and implementation of structured equity and debt transactions across the Greenvolt Group, in the context of the Company's financing needs and based on the framework of the objectives defined for Greenvolt.
The Implementation and Investment Strategy Advisor is in charge of coordinating and monitoring Greenvolt's origination activity in wind, solar and storage projects, whose activities are based on the following axes:
Business planning: support to the Chief Executive Officer during the Business Planning and Budget phase in assembling and validating the operational data, namely the COD (commercial operational date) dates per wind farm and the evolution of the pipelines;
M&A Activity: challenge the M&A opportunities identified by the Business Unit. Supporting Country Managers to move forward with those that fit Greenvolt's/V-Ridium's and Greenvolt Power's strategy through the review and approval phase. Support the integration of new businesses, namely with regard to the recruitment of Development and Project Management Teams, as well as Business Development Processes. Monitor relations with local partners, led by Country Managers. Origination of M&A opportunities, complemented as identified by the Companies and exploration of new markets and technologies; and
In addition to the offices listed above, which provide direct support to the Chief Executive Officer, the following departments have also been created, which report directly to the Chief Executive Officer:
The Risk Management Department has the following responsibilities:
The Finance Department, considering its integrated and cross-cutting vision in relation to all group companies is responsible for:
The Tax Consolidation and Advisory Department has the following responsibilities:
Communicating with the Statutory Audit Board;
Monitoring financial and tax due diligence carried out by external entities in acquisition processes;
The Management Planning and Control Department has the following responsibilities:
The M&A and Investor Relations Department has the following responsibilities:
• Originating and implementing acquisition and sale processes of companies and assets, allowing the group to execute its strategic plan;
This Department also includes the preparation, management and coordination of all activities necessary for its interactions with shareholders, institutional investors and analysts to be successful, ensuring communication that provides a coherent and integral vision of Greenvolt, thereby helping to facilitate the investment decision process and the sustained creation of shareholder value. The Department also plays an active role in benchmarks and defining Greenvolt's investment strategy.
The Department includes an Investor Relations Officer, Ana Fernandes, whose main functions are:
The IT and Processes Department has the following responsibilities:
Implementing and managing information systems across the group, including change management, monitoring and support to employees to ensure the correct use of the implemented systems;
Promoting digitalisation to improve the efficiency of processes and quality of management information;
The Sustainability Department has the following responsibilities:
The Human Resources Department has the following responsibilities:
The Legal Department has the following responsibilities:
The Energy Management Department has the following responsibilities:
The Regulation Department has the following responsibilities:
communicate potential impacts and contribute to solutions that best fit Greenvolt's situation;
• Maintaining permanent contact with the various company departments to ensure that the necessary contributions are collected in the evaluation and proposals of legislative initiatives.
The Technical Department has the following responsibilities:

• Representing the organisation in contacts with institutions and public authorities and other stakeholders.
The New Business Department has the following responsibilities:
The Assurance, Compliance & Efficiency Department has the following responsibilities:
This Department also assumes, through the Compliance area, second line functions with regard to the identification, management and monitoring of regulatory non-compliance risks, and has autonomy in the performance of its functions and direct access and functional reporting to the Organisation's top Management. The Compliance Area also incorporates the functions of the Regulatory Compliance Officer for compliance with the General Regime for the Prevention of Corruption. Additionally, the Compliance Area has the following responsibilities:
The internal regulations of the Board of Directors are available for consultation on the Company's website.
According to Article 16(1) of the Company's Articles of Association, the Board of Directors meets whenever a meeting is convened by its chairman, on his own initiative or at the request of any two directors, and, in any case, at least on once every quarter basis.
The quorum for any meeting of the Board of Directors is the majority of its members present or duly represented.
During 2022, the Board of Directors met sixteen times with an attendance rate of 93.75%, with one duly justified absence.
The meetings of the Board of Directors are scheduled and prepared in advance. Supporting documentation of the proposed agenda is made available in order to ensure that functions are exercised in adequate conditions and resolutions are adopted in a fully informed manner.
Likewise, the corresponding convening notices and subsequent minutes of the meetings will be sent to the chairperson of the Statutory Audit Board, to ensure regular information flow, thus promoting active and permanent supervision.
The Shareholders' Remuneration Committee is the specialised committee responsible for approving the remuneration of the members of the corporate bodies, as well as for preparing the remuneration policy proposal and submitting it for the approval of the General Meeting, pursuant to Article 26-B(1) of the PSC and Recommendation V.2.2. of the IPCG Corporate Governance Code.
In order to set the variable remuneration, the Remuneration Committee shall evaluate the individual performance of the Chief Executive Officer on an annual basis and include in that evaluation the contribution of the former to the operation of the Board of Directors and the relationship between the various Company bodies. For these purposes, the Remuneration Committee must consider the opinion of the Strategic and Operational Monitoring Committee, constituted within the Board of Directors, and consult the non-executive members of the Board of Directors.
Additionally, in compliance with IPCG Recommendation V.1.1, the Board of Directors must assess its own performance each year, as well as the performance of its committees and the Chief Executive Officer, taking into account compliance with the Company's strategic plan, budget, risk

management, its internal functioning, the contribution of each member and the relationship between the Board of Directors and the committees.
The performance evaluation of the Chief Executive Officer is based on pre-determined criteria, based on performance indicators objectively established for each mandate, which are aligned with the medium/long term strategy for the Company's performance and business growth.
These indicators consist of qualitative and quantitative KPI (Key Performance Indicators), associated with individual performance and the performance of the Company.
The pre-established criteria for evaluating the performance of the Chief Executive Officer result from the application of the Remuneration Policy approved by the General Meeting on a proposal from the Remuneration Committee and are described in the Remuneration Report which constitutes Appendix II to this Governance Report.
The directors of the Company are fully committed to the nature and requirements of their functions. The top management of the Company is present and close both to the people and the business.
Notwithstanding the above, some directors hold positions in other companies within and outside the company group and perform other activities that may be considered relevant for the purposes of this Report. This information is described in Annex I.
c) Committees within the managing or supervisory body and executive directors
The Board of Directors created the following committees:
The operating regulations of these Committees can be found at https://www.greenvolt.com.
As described in Point 21 of this Corporate Governance Report, the Board of Directors delegated the day-to-day management of the Company to a single Chief Executive Officer, João Manso Neto, under the terms and for the purposes set out in the respective delegation of powers and within the limits established in Article 407(4) of the Portuguese Companies Code.
The competences of each of the specialised or follow-up committees created by the Board of Directors are set out in their respective internal regulations, which can be consulted at https:// www.greenvolt.com.
This Committee is responsible for preparing the policies regarding the recruitment and fixed and variable remuneration of Company's employees; monitoring the implementation of these policies; verifying and assessing compliance with these policies; proposing a set of recruitment criteria to the Board of Directors as well as the composition and the necessary competencies of each of the Company's internal structures and bodies; cooperating with the Company's Shareholders' Remunerations Committee and assisting the Board of Directors in identifying and selecting potential candidates to the list of people recommended for nomination as members of the Board of Directors to be presented at the General Meeting; and promoting the substitution or filling of vacant positions in the Company's corporate bodies.
The operating regulations of the Remunerations and Nominations Committee are available at the following address: https://www.greenvolt.com
The Remunerations and Appointments Committee is composed of the following three nonexecutive members of the Board of Directors, who have been appointed by the Board of Directors:
| João Borges de Oliveira | Non-Executive Non-Independent |
|---|---|
| Paulo Fernandes | Non-Executive Non-Independent |
| Céline Abecassis-Moedas | Non-Executive Independent |
*Clara Raposo, the previous Chair of the Remunerations and Appointments Committee, was in office until her resignation, on 22 November 2022.
This Committee meets at least twice a year.
Minutes of the meetings of this Committee are drawn up and distributed to other members of the Board of Directors.
In the 2022 financial year, two (2) meetings were held and the attendance rate was 100%.
The Audit, Risk and Related Party Committee is responsible for reviewing the annual and interim financial statements and earnings documents; advising the Board of Directors on its reports addressed to shareholders and the financial markets as regards the adequacy and quality of the information provided by Directors and on the systems and standards for internal control and risk management applied by the Company; identifying and resolving conflicts of interest. This Committee is also responsible for, among others, monitoring the internal audit activity of the Company in line with the work plans approved by the Statutory Audit Board; guaranteeing the liaison with the Statutory Audit Board; ensuring compliance with the corporate governance policies adopted by the Company; preparing the Related Party Transactions Policy; defining and verifying compliance/full implementation of the principles and procedures regarding Related Parties, as well as issuing an opinion on material transactions conducted by the Company with Related Parties.
The Audit, Risk and Related Party Committee is composed of the following three non-executive, independent members of the Board of Directors, who have been appointed by the Board of Directors:
| Audit, Risk and Related Parties Committee | ||
|---|---|---|
| Clementina Barroso | Chair Non-Executive Independent |
|---|---|
| Joana Pais | Non-Executive Independent |
| Jorge Vasconcelos | Non-Executive Independent |
The regulations of the Audit, Risk and Related Parties Committee are available at the following address: https://www.greenvolt.com

This Committee meets, at least, once every quarter.
Minutes of the meetings of this Committee are drawn up and distributed to other members of the Board of Directors.
In FY2022, six (6) meetings were held and the attendance rate was 100%.
The Strategic and Operational Monitoring Committee is responsible for issuing an opinion on the performance of the Executive Director of the Company to be submitted to the Remuneration Committee, which will be taken into account in the setting of the variable remuneration of that Director by that Committee; issuing an opinion, in relation to the Company or its subsidiary companies, on the Annual Budget and respective amendments, the Medium Term Strategic Plan, the implementation of Business Plans, Investment Plans and Activity Plans, the Company's annual budgets, the assumption of costs or the making of investments outside the Budget; supporting and collaborating with the Ethics and Sustainability Committee, in relation to the assessment and evaluation of the corporate governance and sustainability model, practices, policies and standards adopted by the Company, including the monitoring of their implementation and the presentation of proposals for their revision; the evaluation of the management and conduct practices and internal procedures adopted by the Company, assessing compliance with legal and regulatory standards, as well as the recommendations and guidelines issued by the competent authorities, including the presentation of proposals for their revision.
The Strategic and Operational Monitoring Committee is composed of seven members appointed by the Board of Directors, three of whom are non-executive, non-independent directors, and one of whom is an executive director, hereinafter identified:
| Paulo Fernandes | Non-Executive Non-Independent |
|---|---|
| João Borges de Oliveira | Non-Executive Non-Independent |
| João Manso Neto | Executive |
| José Soares de Pina | Non-Executive Non-Independent |
| Pedro Borges de Oliveira | Non-Executive Non-Independent |
| Domingos de Matos | Non-Executive Non-Independent |
| Ana Mendonça | Non-Executive Non-Independent |
The operating regulations of the Strategic and Operational Monitoring Committee are available at the following website: https://www.greenvolt.com.
This Committee meets, at least, once every quarter.
Minutes of the meetings of this Committee are drawn up and distributed to other members of the Board of Directors.
In FY2022, 8 (eight) meetings were held and the attendance rate was 100%.
The Ethics and Sustainability Committee's mission is to assist the Board of Directors in developing and implementing ESG (Environmental, Social and Governance) policies, practices and initiatives in line with the Greenvolt Group's Sustainability Strategy, promoting a transversal approach throughout the Company, as well as the pursuit of common strategic objectives and goals, through the integration of sustainability principles into management processes, incorporating ESG commitments, objectives and goals into the Greenvolt Group's business, and promoting good practices in the sector in all its activities, with a view to creating long-term value.
The Non-Executive Directors exercised, autonomously and permanently, either as members of the Board of Directors, or as members of the specialised committees supporting the activity of the Board of Directors, the supervision of the activity of the Chief Executive Officer. They intervened in the process of strategic and structural decision-making, in the definition of the corporate strategy and main policies, including the risk management policy, monitoring the respective compliance, and participated in the preparation and disclosure of the financial statements under the terms described in point 55.
The Chief Executive Officer, during 2022, was responsible for the day-to-day management of the Company, monitoring the activity of the businesses under the delegation of powers granted to him by the Board of Directors, and executed the strategic decisions and the implementation of the approved policies. The Chief Executive Officer reported to the Board of Directors and to the other supervisory bodies and entities on the activities carried out during the financial year, providing information on the decisions taken and the main actions carried out in order to exercise his powers and duties and to comply with the strategy and policies approved by the Board of Directors.
The Ethics and Sustainability Committee is composed of the following three members appointed by the Board of Directors, two of whom are independent non-executive directors:
| Céline Abecassis-Moedas | Chair Non-Executive Independent |
|---|---|
| Clementina Barroso | Non-Executive Independent |
| João Manso Neto | Executive |
| Joana Pais | Non-Executive Independent |
The Ethics and Sustainability Committee may by supported in the exercise of its competences, pursuant to the set forth subparagraph b) of paragraph 2.1 of article 2 of its Regulation, by employees of the Company and/or of its subsidiaries who perform management roles and/or of special responsibility. The following Directors have been appointed to permanently support this Committee: Head of Sustainability, Head of Legal and Head of Human Resources.
The operating regulations of the Ethics and Sustainability Committee are available at the following website https://www.greenvolt.com.
This Committee meets, if necessary, once every quarter.
Minutes of the meetings of this Committee are drawn up and distributed to other members of the Board of Directors.
In FY2022, two (2) meetings were held and the attendance rate was 100%.
A Statutory Audit Board and a Statutory External Auditor conduct supervision, pursuant to article 413(1)(b) and 413(2)(a) of the PCC.
The Statutory Audit Board is elected by the General Meeting for a three-year term of office, which may be renewed once or more. It is composed of three members and one or two alternates, who fully assume the functions set out in the law, which include proposing a Statutory External Auditor or Firm of Statutory External Auditors, pursuant to article 420(2)(b) of the PCC.
As at 31 December 2022, the Statutory Audit Board was composed of the following members:
| Statutory Audit Board | |
|---|---|
| Pedro João Reis de Matos Silva | Chair Independent |
| Francisco Domingos Ribeiro Nogueira Leite |
Member Independent |
| Cristina Isabel Linhares Fernandes | Member Independent |
| André Seabra Ferreira Pinto | Alternate |
In accordance with Article 414(5) of the PCC, the members of the Statutory Audit Board confirm their independent status and the lack of incompatibilities assessed in accordance with the definition of Article 414-A(1) of the PCC from time to time, by submitting an individual statement to the Company.
The Chair of the Statutory Audit Board is an independent member, as required by the current version of Article 3(2)(c) of Law 148/2015, of 9 September.
All members of the Statutory Audit Board of the Company have the necessary education, competence and experience to fully exercise their functions, as required by Article 414(4) of the PCC and Article 3(2) of Law 148/2015, of 9 September, as amended.
Annex I to this Report presents the professional qualifications and other activities conducted by the members of the Statutory Audit Board.

The operating regulations of the Statutory Audit Board are available for consultation at https:// www.greenvolt.com.
According to its Regulations, the Statutory Audit Board meets, at least, on a quarterly basis as well as whenever convened by its Chair (or two of its members), on his own initiative or at the request of the Chairwoman of the Board of Directors and the Statutory External Auditor.
Decisions are adopted by majority vote and the reasons for dissenting votes must be recorded.
During 2022, the Company's Statutory Audit Board met 16 (sixteen) times, with an attendance rate corresponding to 100%. The minutes of said meetings are recorded in the Audit Board's minute book, in compliance with the provisions of Article 423(3) of the PCC.
Annex I of this Report includes information on other offices held, qualifications and professional experience of the members of the Statutory Audit Board.
It is incumbent on the Statutory External Auditor to approve any services, other than audit services, to be provided by the Statutory External Auditor, with the aim to supervise the independence of the Statutory External Audit pursuant to Article 5 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014, the current version of Article 3(3)(e) of Law No. 148/2015, of 9 September, Recommendation VII.2.1. of the IPCG and the Regulations of the Statutory Audit Board.
For these purposes, in its meeting of 9 September 2021, the Statutory Audit Board decided to analyse and to issue a preliminary opinion on the separate audit services to be provided by the Statutory External Auditor or the External Auditor in office. This preliminary control procedure enables the Statutory Audit Board to ensure:
The functions of Statutory Audit Board, as set out in the law and the company's articles of association, include:

In order to fulfil these functions, the Statutory Audit Board shall:
regarding the relevant projects and work plans, as well as the adequacy of the resources allocated to the execution of these projects;
As part of the Company's supervisory body, the Statutory External Auditor and the External Auditor shall, within the annual auditing process:
In 2022, the Statutory External Auditor monitored the development of the Company's activity and conducted the necessary examinations and verifications to review and issue the Audit Reports and legal accounts' certification, in liaison with the Statutory Audit Board, with the full cooperation of the Board of Directors in order to allow access to the information requested.
Deloitte & Associados, SROC S.A., represented by Nuno Miguel Santos Figueiredo, registered with the CMVM under no. 1272, was appointed as the Company's Statutory External Auditor for the 2022 term of office.
Deloitte & Associados, SROC, S.A. was appointed as the Company's Statutory External Auditor for the first time on 24 June 2021, for the 2021 term of office, and was re-elected for the year 2022 at the General Meeting of 29 April 2022.
The Statutory External Auditor is also the Company's External Auditor as detailed below.
The Company's Statutory External Auditor appointed under the terms and for the purposes of Article 8 of the PSC is Deloitte & Associados, SROC S.A., represented by Nuno Miguel Santos Figueiredo, registered with the CMVM under no. 1272.
Following the approval of the amendments to the Company's Articles of Association at the Shareholders' General Meeting of 24 June 2021, the Company appointed, under the terms and for the purposes of Article 413(1)(b) of the PCC and Article 19 of the Articles of Association, as amended, the statutory audit firm Deloitte & Associados, SROC, S.A. to carry out the duties of Statutory External Auditor and the partner Nuno Miguel Santos Figueiredo as the respective representative of the Statutory External Auditor. The statutory audit firm and its partner representative were re-elected for the year 2022 at the General Meeting of 29 April 2022.
The External Auditor shall be subject to rotation rules and in particular to non-rotation, as from 1 January 2016, the frequency of rotation of the External Auditor and the Partner representing it is determined by Article 54 of Law number 140/2015, of 7 September, as amended from time to time.
In accordance with the legal provision, the External Auditor is subject to rotation rules, and in particular rotation at the end of ten years, counting from the date of admission to trading of the share capital of Greenvolt, i.e. 15 July 2021. The partner representing the firm of external auditors may not be the same after seven years, being able to be again appointed upon a three year period.
As part of its duties, the Statutory Audit Board shall monitor and supervise the performance of the functions of the Statutory External Auditor throughout the year and assess its independence on an annual basis. It shall also approve the scope and remuneration of the additional work to be performed by the Statutory External Auditor in advance. In addition, the Statutory Audit Board shall, whenever necessary or appropriate in light of evolution of the Company's activity or legal or market requirements, promote that the suitability of the Statutory External Auditor be reconsidered to meet the required levels of performance of its duties.
During the 2022 financial year, the External Auditor rendered services other than auditing services, namely, review of the Company's prospectuses and issuance of the corresponding comfort letters to financial institutions, review of the Sustainability Report and Green Bond Allocation and Impact Reports, as well as the Limited Review relative to September 30, 2022. In addition, due diligence services were also provided in relation to potential acquisitions of the entity, which are included in the column Other Services.
In 2022, the fees of the entities of the Deloitte universe relating to the audit and legal review of the annual accounts of all the companies comprising the Greenvolt Group amounted to 148.708 Euros. In addition, Deloitte's global fees in respect of assurance services other than auditing services rendered, namely the services included in Point 46 for other assurance services, which include other non-audit services, amounted to 561.000 Euros.
In addition, the services provided by Deloitte & Associados, SROC S.A. or by companies belonging to the Deloitte network in Portugal or abroad to the Company or to companies in a control or group relationship are listed below:
| Audit | Reliability assurance services |
Tax consulting services |
Other services |
TOTAL | |
|---|---|---|---|---|---|
| Year-end total | |||||
| By the company | 82,400.00€ | 561,000.00€ | - 107,000.00€ | 750,400.00€ | |
| 11.0% | 74.8% | 0.0% | 14,3% | 100,0% | |
| By companies belonging to the group | 205,008.00 € | 23,300.00€ | 18,884.00€ | 15,000.00€ | 262,192.00€ |
| 78.2% | 8.9% | 7.2% | 5,7% | 100,0% | |
| Total | 287,408.00€ | 584,300.00€ | 18,884.00€ | 122,000.00€ | 1,012,592.00€ |
| 28.4% | 57.7% | 1.9% | 12,0% | 100,0% |
a) The amount of fees for auditing and reliability assurance services are presented on the basis of the financial year to which they refer, regardless of whether or not they are billed in the financial year itself, while the remaining fees are presented on the basis of the billing that took place. b) The above fees for other services consider 15,000.00 € regarding services provided to Altri, SGPS, S.A. until 6 May 2023, as a group company, for consultancy services associated with the implementation of the EU Taxonomy.
c) The amount relating to "Other Services" includes due diligence services.
Pursuant to Articles 13(2) and 13(3) of the Articles of Association, the required quorum to approve any amendments to the Articles of Association is a majority of two-thirds of the votes cast and, the quorum for holding the relevant Shareholder's meeting shall be one third of the Company's share capital.
The Company has a Code of Ethics and Conduct that promotes the adoption of best practices guided by personal and professional ethics that must be observed by all employees, regardless of their position or function. This Code of Ethics and Conduct also includes a policy on the reporting of irregularities, in compliance with Recommendation I.2.4 of the IPCG Corporate Governance Code. The Code of Ethics and Conduct is published at https://www.greenvolt.com
In addition, the Company has strengthened its commitment to transparency with regard to whistleblowing with the creation of an Ethics and Sustainability Committee, which implemented a Greenvolt Group whistleblowing channel, defining procedures to receive, record and process all the information, communications and complaints regarding alleged irregularities or breaches of the provisions of the Code of Ethics and Conduct or of the standards that develop it or that deal with the topics listed therein, as well as developing the necessary mechanisms to ensure their rigorous investigation and fair treatment, and providing for the adoption of appropriate measures for the immediate regularisation of the irregularities or breaches and the penalisation of the offenders.
In 2022, the Board of Directors approved an internal whistleblowing policy, under the terms and for the purposes of Law no. 93/2021, of 20 December.
It should be noted that no irregularities were reported in 2022.
The Company's Board of Directors is the body responsible for defining the internal control and risk management system necessary to support the managing bodies of the Company and its subsidiaries in achieving their strategic and business goals. Additionally, as the body responsible for defining general strategic policies and, in particular, for approving the strategic and business plan, the management objectives, budgets and financial projections, it periodically monitors the implementation of the internal control and risk management system, allowing it to identify and act, together with the respective departments, in the effective management of the risks and opportunities identified.
The Company's Statutory Audit Board is the body responsible for supervising the effectiveness of the internal control system, risk management and for preparing and disclosing financial information.
For a closer monitoring of the implementation of the internal control and risk management system, of the instituted policies, and to verify and evaluate compliance with the established actions, the following committees were set up by the Company's Board of Directors, for the three-year period 2021-2023:
The competences of each of the committees created and a summary of the activities carried out in the exercise of these competences are presented in item 29.
The Risk Management Department is the support department of the Chief Executive Officer with responsibility for, among others, developing and updating the integrated risk management policy, the risk appetite statement, identifying critical risks, analysing and assessing risks, identifying and supporting the definition of risk indicators, as well as advising, to the extent of the assigned responsibilities, on the implementation of mitigation actions and on the creation and maintenance of risk management processes and methodologies.
During the 2022 financial year, the Company set up the Assurance, Compliance & Efficiency Department.
The Assurance dimension aggregates Internal Audit ant Internal Control areas. Internal auditing is an independent assurance and consulting activity designed to add value and improve the organisation's operations. It assists the organisation in achieving its objectives, through a systematic and disciplined approach, in evaluating the effectiveness of the risk management, control and governance processes.
The Internal Audit Department defines an annual Audit Plan, including an evaluation of the risk management system based on Greenvolt's strategic priorities and on the results of the risk assessment of the processes in the various business units. The Annual Audit Plan is validated by the Audit, Risk and Related Parties Committee and supervised by the Statutory Audit Board, which controls its execution.
The Internal Audit Department regularly informs and alerts the Audit Committee and the Statutory Audit Board, at their regular meetings, of all relevant facts, identifying opportunities to improve internal control and promoting their implementation.
Equally in 2022, the Internal Control area played a crucial role in ensuring the effectiveness and efficiency of the Greenvolt Group's operations, through the promotion, coordination and monitoring of the implementation of a control system, which allows it to operate consistently with its policies and procedures, in accordance with the COSO 2013 international reference framework.
This area encompasses an interactive process in communication with the area of organisational efficiency, embodied by monitoring between the various company departments and business units, accompanying the extension and development of the activity in its operating segments.
During 2022, the area started to develop a process of surveying risks and controls with the departments and business units, which helped in identifying the main risks of the organisation and identifying control activities to mitigate and respond to those risks. It also increased and focused the responsibility of departments and business units for internal control activities.
The Internal Control area intends to support the Group with a plan to review, systematise and document its internal control system for financial reporting, in order to strengthen risk mitigation controls and thus assert itself as a leading entity with regard to the reliability of its financial information.
The Company is committed to integrity and ethical values, as well as to conveying its risk culture to all employees. In addition, the Company's management body also establishes that all employees at the different levels of the organisation have duties and responsibilities in terms of quality in the implementation of the internal control system, risk management and the process of preparing and releasing financial information, and must therefore contribute towards efficient and effective control management.
The strategies for risk assessment with a potential to impact the business are submitted to the Company's Statutory Audit Board. It is therefore the responsibility of this body to supervise the company's actions in this regard and verify on a regular basis that the risks effectively incurred by the Company are consistent with the decisions of the Board of Directors.
The Board of Directors, the Audit, Risk and Related-Parties Committee, the Remuneration and Appointments Committee, the Strategic and Operational Monitoring Committee and the Ethics and Sustainability Committee, in the exercise of their functions, verify the adequacy of the mechanisms implemented in the internal control system, risk management and the process of preparation and disclosure of financial information, ensuring the periodic reporting of their findings to the Statutory Audit Board.
The Board of Directors is responsible for monitoring the functioning of the mechanisms and processes that are implemented.

The Internal Audit function in the Greenvolt Group is a corporate function, performed by the Internal Audit Department, which has administrative dependence on the Chief Executive Officer of Greenvolt, and hierarchical dependence on the Audit, Risk and Related Parties Committee and functional dependence on the Statutory Audit Board.
The Board of Directors and the Audit, Risk and Related Parties Committee verify the adequacy of the mechanisms implemented within the internal control system and the process of preparing and disclosing financial information, ensuring the periodic reporting of their findings to the Statutory Audit Board.
The Company's Board of Directors has the following objectives and responsibilities in the process of monitoring risk management:
The subsidiaries manage the risks and opportunities, within the established criteria and delegations.
In addition to the areas mentioned in points 50 and 51, and in line with the previous points, the Company has a Risk Management Department, an Assurance, Compliance & Efficiency Department and a Sustainability Department that advise the other existing departments, departments and operating teams on identifying risks, analysing and assessing them, and on defining strategies to mitigate risks and exploit opportunities.
All participants involved in risk management, and especially those with decision-making responsibilities, are competent in identifying, assessing and defining strategies to mitigate the risks that constitute threats that may affect the achievement of strategic and business objectives, as well as strategies to exploit opportunities to achieve the objectives established. The actions developed in the field of risk management are carried out by the departments and operational
teams in accordance with the guidelines and decisions of the Board of Directors and the Chief Executive Officer.
The Company's Board of Directors is aware of its responsibilities, and of the progress and dynamics of the business and the defined business strategy. In conjunction with the Chief Executive Officer, in 2022 it created a Assurance, Compliance & Efficiency Department Department, with the competencies and capacities to implement strategies and resources in the area of internal control.
In 2022, in the Greenvolt Group, besides the creation of the Audit area and the Internal Control mechanisms, the Compliance Risk Management mechanisms also began to develop in a more structured way, with the creation of the Compliance Area.
In the performance of its functions, the Compliance area reports hierarchically to the Chief Executive Officer of the Company on a weekly basis, and functionally to the Ethics and Sustainability Committee and to the Audit, Risk and Related-Parties Committee, on a quarterly basis.
The mission of the Compliance Area is to ensure that the Organisation's business processes are carried out in accordance with the laws, regulations, standards and ethical principles applicable to them, and establish an internal culture of compliance. This is achieved by developing and implementing policies and procedures across the board, monitoring and reporting on compliance activities, and promoting training for all employees. The main objectives are to minimise risk and promote ethical behaviour and integrity.
In order to optimise the use of resources and efforts and ensure coordination between areas with regard to regulatory compliance issues, a model for the Greenvolt Group's Compliance System was presented and approved, based on the "Three-Line Model". This model establishes the responsibilities of each of the lines in the identification and management of the risks arising from the activity, specifically:
| Line | Responsibilities | Persons responsible |
|---|---|---|
| 1. (Business) | To manage the risks associated with day-to-day operational activities, in accordance with the established regulations |
All the employees who make up a given Business Unit, including its Top Management. |
| 2. (Compliance) | To support the Business in the management of emerging risks in daily operation (from identification to monitoring), providing structures, policies, procedures and other relevant mechanisms. |
The Compliance Area, a network of Compliance Advisors and Compliance Business Partners. |
| 3.(Internal Audit) | To perform an objective and independent evaluation of the functions of the 1st and 2nd lines and report it to the competent management structures of the organisation, as well as to provide assurance to external entities on the internal control implemented in the organisation. |
The Internal Audit Area. |
The Greenvolt Group's Compliance System is based on a Global Compliance Programme that cuts across the entire organisation. This programme defines the operational model for the Compliance function that is applied across the entire organisation and identifies the specific
regulatory areas applicable to the various Business Units, for which Specific Compliance Programmes are developed, which may be local or transversal.
Both the Global Compliance Programme and the various Compliance Specific Programmes are implemented following a structure based on nine components:
In summary, the Greenvolt Group's Compliance System is based on the regular identification and evaluation of the legal and regulatory obligations applicable to the various activities of the companies that make up the Greenvolt Group. These obligations are then translated into risks of non-compliance for the Organisation and classified according to their economic, operational and reputational impact, in conjunction with the established Risk Management model.
Once the risks have been identified, the Specific Compliance Programme must be developed and structured to address them. It comprises several phases such as:
As fundamental elements supporting the development of Specific Compliance Programmes, standards, policies and procedures are defined to systematise the compliance mechanisms implemented in the various business processes. In addition, and on an ongoing basis, training and awareness-raising activities are held on the legal and regulatory obligations to be complied with as well as on the referred mechanisms, appropriate to the relevant audience. Specific training sessions were held on some of the procedures developed, and in the monthly newsletter of the Greenvolt Group a section was created for compliance issues with the purpose of continuously raising awareness among all employees, to promote the development of a robust compliance culture.

The follow-up and monitoring of the Specific Compliance Programmes are part of the competencies of the Compliance Area, from a perspective of continuous improvement of the elements that comprise its various components, as well as the reporting of the same to the competent authorities. As for the Internal Audit, according to the three-year audit plan, it conducts audit work that may focus on compliance issues.
Based on the process defined above, the Compliance Area will organise and/or continue to develop Specific Compliance Programmes focusing on the topics of Anti-corruption, Personal Data Protection, Competition, Environment, Health and Safety, among others. Going into detail on some of the activities developed for each of the Compliance Specific Programmes, we have the following:
• Anti-corruption: a project was developed to comply with the obligations of Law 109- E/2021 of 9 December, through the creation and publication of the Prevention of Risks of Corruption and Related Infractions Plan, the Procedures and Internal Mechanisms to Control Corruption Risks and Code of Conduct for the Prevention of Corruption and Related Infractions. An internal whistleblowing channel was also implemented and made publicly available and an Internal Whistleblowing Policy. In addition, an internal procedure for managing Gifts and Invitations to Events was drawn up and training was given across the organisation about it.
Another activity that falls within the scope of this Specific Compliance Programme was the development and implementation of an Integrity Due Diligence procedure for counterparties (such as suppliers, customers, business partners, etc.), with a view to identifying integrity risks and defining the respective mitigation mechanisms. This mechanism is transversal and applied throughout the Organisation.
• Personal Data Protection: within the scope of this topic, all activities were centralised within the Compliance Area, including those inherent to the role of Data Protection Officer, namely in counselling, monitoring and supervising the execution of personal data processing activities. Diagnosis projects for processing activities in several companies of the Greenvolt Group were also initiated, in order to verify their degree of adherence to the obligations of the GDPR and identify possible improvement actions to be implemented in them.
The Board of Directors believes that the Company is exposed to normal and typical risks arising from its activity. We highlight the following economic, financial and legal risks which, to date, are considered to be the most important in the context of the Company and its subsidiaries:
Interest rate risk is associated with market fluctuations in the financial charges of the loans contracted. In situations where the Company and its subsidiaries consider that there is interest rate fluctuation risk associated with long-term financing contracts, this risk is mitigated by contracting interest rate derivative financial instruments to hedge the associated cash flows.
The Company and its subsidiaries are subject to foreign exchange rate risk to the extent that it operates and makes transactional currency investments and becomes subject to exchange rate fluctuations that may occur when the revenues are registered in one currency and costs in another, or its assets or liabilities are denominated in foreign currency, and there is an adverse exchange rate fluctuation in the value of assets, debt or income denominated in foreign currency.
The Company and its subsidiaries are exposed to the risk of inflation in the course of their business. Inflation risk management is carried out in all operations, with implementation of mitigation measures to reduce possible negative impacts on purchasing power due to inflation variation, for example:
The Company and its subsidiaries are subject to liquidity risk, so the main objective of the Company's liquidity risk management policy is to ensure that it has available, at all times, the financial resources needed to meet its responsibilities and pursue the strategies outlined, honouring all commitments to third parties
For the development of its current operating activity, the Company and its subsidiaries are subject to credit risk. This risk is mitigated by assessing the credit risk on a regular basis, taking into consideration the current economic environment conditions and the specific credit situation of each of the counterparties involved, adopting corrective procedures whenever deemed appropriate
In the sector where the Company and its subsidiaries operate, the risk of fluctuating electricity market prices is present. Although there is a component of electricity price variation indexed to the market price in England ("Brown Power"), the vast majority of revenues from energy production (residual biomass segment) in Portugal and the United Kingdom includes mainly Power Purchase Agreements (PPAs) with fixed tariffs, Feed-in-Tariff (FiT) schemes and Renewable Obligation Certificates (ROCs).
The Company and its subsidiaries have an approach to managing equity capital that is based on safeguarding the ability to remain operating on a going concern basis, grow robustly to meet established expansion objectives and to maintain an optimal equity structure to reduce the cost of capital. The capital structure is monitored on a regular basis, identifying risks, opportunities and the necessary adjustment measures to achieve the defined objectives.
The Company and its subsidiaries are exposed to legal, tax and regulatory risks in the countries in which they operate, and this risk is mitigated by permanent legal, tax and regulatory advice, in coordination with the business areas, ensuring preventively, with a view to protecting the interests of the Company and its subsidiaries, scrupulous compliance with the legal provisions applicable to the business areas.
The Company and its subsidiaries develop plans and actions to meet the strategic and business objectives that have been defined; however, it is exposed to the risk of unavailability of financing, which may arise from endogenous and/or exogenous causes. This risk is mitigated by the existence of financing policies and by managing the debt maturity profiles in order to reduce possible impacts.
The Company's Board of Directors believes that risk management is a fundamental issue in the management of the Company and its Subsidiaries, and that it is essential to implement an internal control and risk management system that makes it possible to:
I. Identify and analyse the risks and opportunities existing in the areas in which it operates, in the established processes and in the projects to be developed and those under development;
II. Assess the likelihood and impact of risks and opportunities on the operational and financial performance and value of the Company;
III. Implement strategies to mitigate risks and exploit opportunities; and
IV. Monitor on a regular basis the changes in identified risks and opportunities.
The procedural flow established for identification and evaluation, monitoring, control and risk management operates with the following model:
Because of the significance that risk management has in the Company, the Board of Directors, in conjunction with the management body of the Company and its Subsidiaries, has been implementing additional risk management strategies to ensure that the control systems and procedures and policies in place allow the expectations of shareholders and other stakeholders to be met. Among these strategies, the following can be highlighted, which are aligned with good market practices, namely the international model Internal Control - Integrated Framework, issued by the Committee of Sponsorship Organisations of the Treadway Commission (COSO):
The Board of Directors believes that by adopting internal control and risk management systems, the value for business development and for shareholders is maximised.
Hence, Company's Board of Directors monitors the adequacy and model of internal control and risk management systems as well as of the process of preparing and disclosing financial information in a regular manner. Whenever deemed necessary, the best practices in matters of
internal control and risk management, which are relevant and essential, are incorporated to continue creating value for the management bodies, shareholders and other stakeholders.
Based on this model, the Company and its Subsidiaries have been achieving greater awareness and power in decision-making at all levels of the organisation, given the inherent responsibility of all employees, which helps people to feel involved in the risk management process and actively participate in the Company's performance.
The process of preparing and disclosing financial information is monitored by the managing body and by the supervisory body of the Company, in accordance with the Regulations of the Board of Directors and the Statutory Audit Board. Documents are prepared by the financial department based on information provided by the business units and corporate services. Prior to market disclosure, documents are submitted to the Statutory Audit Board and approved by the Board of Directors.
The process of closing the accounts and disclosing financial information must consider the risk assessment conducted by the Company and be finalised with the correct design and effectiveness of the internal control system associated to this cycle, as regards deadlines, requirements and financial reporting obligations. Tasks, responsibilities and events are also defined and communicated among those involved in the preparation of all documentation. The approval of this report includes revising the accounting policies used, relevant or unusual transactions and, in any case, identifying the necessary disclosures to be included in the financial report, in addition to the documentation for transactions that require appreciation or estimates, assumptions and other relevant information. The levels of approval of all transactions are also defined and classified by degree of materiality, in accordance with the competences of the people involved.
Pursuant to the current control mechanisms of the Company, access to supporting information for the preparation and disclosure of financial information is restricted to a group of employees with the necessary skills and knowledge to conduct this process.
In addition, the managing and the supervisory body supervise and monitor the recommendations identified and reported in the audits conducted by the Statutory External Auditor, if any, as well as compliance with all relevant regulations.
In 2022, the Company and the Greenvolt Group began the process of implementing the Internal Control System for Financial Reporting (SCIRF) based on the criteria established by the regulatory framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO 2013) for business processes and overall controls, and by the Control Objectives for Information and Related Technologies (COBIT) for general information technology controls.
According to the methodology adopted and the responsibilities model in force, during the second semester of the year, the diagnosis process regarding risks and control activities was consubstantially developed within the scope of the competencies of those responsible at corporate level and in the business units of the Company and the Greenvolt Group.
The survey of SCIRF processes and controls are appropriate to the scope and size and risk of the Group, taking into consideration the financial information relevant to the preparation of the

consolidated financial statements, including the review and approval activities. The coverage level of SCIRF includes the documentation of transactional processes, and the description of control activities is aimed at ensuring the proper recording and disclosure of transactions in the financial reporting.
The SCIRF control activities also include activities relating to information systems and technology (Computer General Controls) following an international reference, the COBIT framework (Control Objectives for Information and related Technology). The importance of this area is that information systems are the tools with which financial information is prepared, and therefore relevant to the transactions carried out with said systems. These control activities include those relating to controlling access to applications and systems, segregation of duties, management of corrective and preventive maintenance, implementation of new projects, administration and management of systems, facilities and operations (back-ups, security incidents) and their proper monitoring and planning. These activities take into account the requirements of control and supervision.
Greenvolt's Internal Control area reports to the Company's Chief Executive Officer. The Audit, Risk and Related Parties Committee supervises SCIRF in the exercise of its activities through monitoring the project, scope of application and supervision of the mechanisms developed for its implementation. The Statutory Audit Board supervises the effectiveness of the risk management system and the internal control system, within the scope of the powers of its Regulations.
Pursuant to the applicable legal provisions and CMVM regulations on the subject, the Company ensures, first-hand, the disclosure of all information relating to the business of the group companies that falls within the concept of privileged information to its shareholders and to the market in general. The Company has ensured permanent, timely disclosure of information to its shareholders and to the market in general at the precise moment when it becomes privileged information.
Through its official website, the Company provides financial information relating to its individual and consolidated activity, as well as that of its subsidiaries. The Company also uses this website to publish press releases previously disclosed in the CMVM Information Disclosure System and subsequently to the press, indicating any relevant facts about the company's activities. The group's financial statements for recent years are also available on this page. The majority of the information provided by the Company is in Portuguese and English. Investor Relations Department is also responsible for the development and maintenance of that page.
Investor Relations Department is composed of two people, Ana Fernandes, Investor Relations Officer, and Maria do Mar Afonso.
Investors may obtain information by the following means:
Ana Fernandes
Rua Luciana Stegagno Picchio, 3
1549-023 Lisbon Portugal
E-mail: [email protected]
Tel. (+351) 21 330 77 11
The main duties of Investor Relations Department are:
a) To disclose on behalf of the Company, to the shareholders, investors and financial analysts, information regarding the business preventing information asymmetries;
b) To ensure that feedback from institutional investors is communicated to the Board in a timely manner;
c) To coordinate, prepare and publish all information made available by the Company regarding the disclosure of privileged information and other communications to the market;
d) To systematically monitor the content of the analyses carried out by research houses in order to contribute to a more accurate evaluation of the Company's strategy and results;
e) To attract the interest of potential institutional investors as well as a greater number of financial analysts;
f) To prepare the board's annual plan of activities, including roadshows and participation in conferences.
The market relations officer is Mr. Miguel Valente.
Investor requests were responded to in a timely manner, usually on the same day or, in cases where the topic in question required receipt of information from third parties, as soon as it was received. There are no requests pending a reply.
In 2022 the Company carried out a capital increase. In this context, the Company attended more than 220 (two hundred and twenty) meetings with more than 120 (one hundred and twenty) different investors and participated in about 20 (twenty) conferences and roadshows (virtual and in-person), and also answered numerous questions sent by email.
Another form of contact with the capital market was through conference calls to comment on the results of each quarter, in which analysts and institutional investors participated. Four (4) were carried out during 2022.
The Company has a web page with information about the Company.
The address is www.greenvolt.com.
https://greenvolt.com/investors/corporate-gov-esg/
https://greenvolt.com/investors/corporate-gov-esg/
https://greenvolt.com/investors/corporate-gov-esg/
https://greenvolt.com/investors/corporate-gov-esg/
https://greenvolt.com/investors/events-publications/#generalmeetings
https://greenvolt.com/investors/events-publications/#generalmeetings
https://greenvolt.com/investors/events-publications/#generalmeetings
The Shareholders' Remuneration Committee is the corporate body responsible for approving the remuneration of members of the Company's governing bodies, on behalf of the shareholders, pursuant to the Remuneration Policy and the Regulations of the Shareholder's Remuneration Committee.
The Company currently has appointed a Shareholders' Remuneration Committee, elected at the Shareholders' General Meeting for a three-year term of office, beginning in 2021 and ending in 2023, which is composed by:
Fernanda Luísa Zambujo Carapuço Vieira de Moura, Chair Francisco Nogueira Leite, Member
All members of the Remuneration Committee are independent in relation to the members of the Board of Directors and any other interest group, given that Francisco Nogueira Leite also serves on the Statutory Audit Board in an independent capacity, confirmed periodically through declarations made by him, in accordance with arts. 414(5) and 414-A of the Portuguese Companies Code.
In order to guarantee transparency and compliance with the duty to inform the Shareholders' General Meeting, the Shareholders' Remuneration Committee must, in accordance with its regulations, be represented by its Chairwoman or, in his absence, by another member and provide any information or clarification requested by shareholders at the Annual Shareholders' General Meeting and at any other meetings if the respective agenda includes a matter related to the remuneration of members of the Company's bodies and committees or if this presence has been requested by shareholders.
As regards the identification of the individuals or legal entities contracted to provide support to this Committee, it should be noted that it is within the Committee's powers to, at the Company's expense and in accordance with reasonable criteria in this matter, contract external service providers who, in an independent manner, may carry out evaluations, studies and prepare reports to assist the Committee in the full exercise of its duties, under the terms better explained in point 68 below.
In addition, under the terms and for the purposes of Article 26-B et seq. of the Portuguese Securities Code, this Committee is also responsible for ensuring the updated revision of the Remuneration Policy, in accordance with the best practices in companies of equal importance and size, which shall be approved by the General Meeting.
During 2022, no persons or entities were hired to assist the Committee in its decision-making processes
The Company believes that the experience and professional careers of the members of the Shareholders' Remuneration Committee are suitable for the functions they are entrusted with, thus allowing them to perform their function with the necessary rigour and efficiency.
The experience and professional qualifications of the members of the Shareholders' Remuneration Committee are shown in the respective curricula vitae available in the annex to this Report.
Moreover, and as a complement to that referred to in point 67 above, whenever necessary the committee may resort to specialised resources, internal or external, to support its deliberations.
The amount of the remunerations attributed to the members of the Shareholders' Remuneration Committee for the financial year of 2022 is as follows:
| Members of the Shareholders' Remuneration Committee |
Fixed Remuneration |
|---|---|
| Fernanda Luísa Zambujo Carapuço Vieira de Moura (Chair) | €25,000.00 |
| Francisco Nogueira Leite | €25,000.00 |
Greenvolt was admitted to trading in a regulated market on 15 July 2021. As an issuer of shares admitted to trading on a regulated market, the remuneration policy of its corporate bodies is now subject to the provisions of Articles 26-A to 26-F of the PSC, and the Remuneration Committee is required, under the terms of Article 26-B(1) of the PSC, to submit a proposal on the remuneration policy of the corporate bodies for approval by the Shareholders' General Meeting at least every four years and whenever a significant change occurs in the remuneration policy.
On the first Shareholders' General Meeting after the conclusion of public offering of the Company's securities, the 2022 General Shareholders' Meeting, the Remuneration Policy previously approved in 28 June 2021 when the company was still a non-listed company, was revised in light of the new status of the Company as a public interest company, and was approved by the shareholders'.
The Remuneration Policy was designed according to the best governance practices in this field, following the principles of remuneration adequacy as a function of competence and availability, alignment of long-term interests to promote the sustainability of the Company's actions, meritocracy and performance. The Remuneration Policy of Greenvolt's governing bodies is based on the assumption that competence, dedication and commitment are decisive elements of good performance, and that only with good performance is it possible to ensure the execution of the business strategy in alignment with the interests of the Company, as well as the interests of its shareholders and other stakeholders.
The goals of the Remuneration Policy are:
When defining the quantitative and qualitative parameters that derive from the Policy, the following factors are considered:
The remuneration components of the members of the corporate bodies are as follows:
a. Shareholders' General Meeting – Considering the degree of complexity and responsibility of the members of the Board of the Shareholders' General Meeting as well as the above mentioned principles and criteria, the remuneration of the members of the
Board of the Shareholders' General Meeting will be exclusively fixed, according to market practices and the amounts typically considered for this type of function. The corresponding amount will be paid at each meeting of the General Meeting attended by the relevant member of the Board.
i. Non-Executive Directors – If remunerated, the remuneration of non-executive directors will be exclusively fixed, paid in duodecimals, which amount its determined by the Shareholders Remunerations Committee and revised periodically, if necessary, considering the best market practices for the exercise of equivalent functions in comparable companies that are similar in business segment and geographical area.
Without prejudice to its fixed nature, remuneration of non-executive directors may be differentiated as a function of: i) the value they create for the Company due to their experience acquired over the years in executive functions previously performed in the Company or in other similar companies; ii) their recognised expertise and knowledge of the Company's business; and iii) assuming responsibilities in Committees designated by the Board to monitor day-to-day management.

guaranteed. Phantom shares establish a correlation between the performance of the executive directors and the Company's long-term interests associated to its profitability and development, without transferring share ownership to the executive directors.
The following rules apply to the remuneration of directors:
The following benefits are also provided to Executive Directors:
Payment of the annual Health Insurance premium, extendible to spouse and children, in accordance with the practices adopted by reference to the policies in force at Greenvolt;
Payment of the annual Life Insurance premium and also Personal Accident Insurance in accordance with the practices adopted by reference to the policies in force at Greenvolt;
The overall amount of the benefits attributed to the executive directors does not represent more than 5% of the fixed annual remuneration. There are no bonuses or benefits attributed to the other members of the managing or supervisory bodies.
Under the combined terms of the provisions of Article 11(1)(e) and of Article 22 of the Company's Articles of Association, the Shareholders' Remuneration Committee elected by the General Meeting of the Company shall determine all amounts to be attributed or paid as remuneration to any member of the corporate bodies, as well as any other type of benefit that is considered as part of remuneration, save for the Statutory External Audit whose remuneration is established in the relevant services agreement to be entered into under the supervision of the Statutory Audit Board. The Shareholders Remuneration Committee will meet on a regular basis at the end of each financial year to determine the remuneration to be paid annually in accordance with the Remuneration Policy and the quantitative and qualitative criteria included therein, which will depend on performance analysis and assessment. The resolutions of the Remuneration Committee will be passed unanimously.
In the event that the Company concludes contracts with members of the managing or supervisory bodies to regulate any matters in a contractual manner, these contracts will not exceed the term of office of the relevant members of the managing or supervisory bodies, without prejudice to the possibility of renewing the contract upon renewal of the term of office, without specifically applicable notice periods. There are currently no, nor will there be in the future any, additional compensatory conditions to those set out in the laws for early termination of office, or for the end of the term of office, for any member of the management or supervisory bodies. All contracts entered into after approval of the Remuneration Policy may only waive these rules with the prior approval of the Remuneration Committee, which must be requested indicating the specific facts or circumstances that justify the waiver.
There are currently no supplementary pension or early retirement schemes in place in addition to the pension fund contribution.
The Shareholders' Remuneration Committee is also competent to identify and resolve any situations of conflict of interest that may exist in relation to the Remuneration Policy and any of persons or entities covered by it. Any conflict of interest identified by the Remuneration Committee that cannot be resolved within a reasonable period of time taking into account the circumstances shall be submitted for assessment and decision by the General Meeting of the Company, after hearing the Company's Ethics and Sustainability Committee.
The Remuneration Policy applies not only to remuneration paid directly by Greenvolt, but also to all remuneration paid to members of Greenvolt's corporate bodies by companies directly or indirectly controlled by Greenvolt, within the meaning of Article 21 of the Portuguese Securities Code.
The Company's General Meeting is responsible for approving the Company's Remuneration Policy and any changes to it, under a proposal from the Shareholders' Remuneration Committee. The Remuneration Policy is in force for periods of three years, which coincide with the terms of office of the company.
The remuneration of the members of the Board of Directors is structured in a way that allows their interests to be aligned with the long-term interests of the Company, as described in point 69.
In fact, the non-executive directors receive a fixed remuneration which may, however, differ as a function of a range of factors related to the participation of each director in the life of the Company. As for the Executive Directors, in addition to a fixed remuneration that takes into account, among other factors, the average remuneration base of Greenvolt's employees so that the weighted average gap between the remuneration of the Executive Directors and the average remuneration of the employees is competitively comparable with the market positioning for companies in the same sector and geography.
In addition, the remuneration of Executive Directors is based on performance assessment and discourages excessive risk-taking. On the one hand, the short-term variable bonus cannot be greater than the fixed annual remuneration. On the other hand, the structure of the mediumterm variable bonus is determined in such a way that its basis for calculation includes an exposure capped by the variation in the Company's share price defined by a pre-fixed number of shares, assuming a maximum investment of two million euros in Company shares.
The remuneration policy for Executive Directors of the Company's Board of Directors comprises: (i) a fixed component and (ii) a variable component, with a short-term and a medium-term component, paid as a performance bonus, taking into consideration their individual performance and the performance of the company itself, based on defined criteria of a quantitative and qualitative nature, which in relation to the short-term component are subject to annual review by the Shareholders' Remuneration Committee.
The short-term performance assessment includes two components: a quantitative assessment, which is measured as a function of whether the metrics indexed to the Company's Strategic Plan and defined in annual targets, which are set at the beginning of each evaluation cycle, are fulfilled; and the qualitative assessment, which is a discretionary individual assessment under the responsibility of the Shareholders Remuneration Committee, which is, in turn, advised by the Strategic and Operational Supervision Committee, as previously described in point 69 of this Report.
Short-term variable remuneration is paid to Executive Directors provided that the following two conditions are met: the achievement of predetermined financial goals and a positive individual qualitative assessment, which may result in a payout amount ranging between a minimum percentage of 40% and a maximum of 70% of the pre-defined annual fixed remuneration.
The medium-term component of variable remuneration - phantom shares - is weighted, during the deferral period between the year of attribution and the 3 to 4 years of the exercise date, at
50% (fifty per cent) of its total value, respectively, by the evolution of the long-term KPI - Total Shareholder Return - which measures the sustainability of the Company's medium and long-term performance, insofar as it creates shareholder value over the relevant investment period. Hence, the performance of the executive management is remunerated in a directly comparable manner to their contribution to the creation of shareholder value.
The annual variable remuneration for 2022 targets 40% of the annual base remuneration of each Executive Director. Therefore, if the objectives applicable to the annual variable remuneration are fully met, each Executive Director will be entitled to annual variable remuneration in cash in the amount of 40% of their respective fixed annual remuneration. If targets are exceeded above this target, the maximum amount of the annual variable remuneration attributable to each Executive Director is 70% of their respective annual base remuneration.
No deferral period applies to the payment of the variable component of remuneration. See point 69.
The variable remuneration structure of the Executive Directors does not include the allocation of shares, but rather only phantom shares, which correlate the performance of the Executive Directors with the Company's long-term interests associated to profitability and development, without any transfer of share ownership to directors.
The variable remuneration structure for Executive Directors does not include the allocation of options.
The main parameters and rationale of the annual bonus scheme are described in point 71.
Under the terms of the Remuneration Policy, Executive Directors are entitled to the use of company cars, health insurance, life insurance and personal accident insurance, in accordance with the policies and practices set by the company and with personal best practices.
The Company has no supplementary pension or early retirement schemes for members of the managing and supervisory bodies.
The remuneration of each of the directors awarded by Greenvolt by reference to the financial year 2022 is set out in the following table:
| Non-Executive Directors |
Fixed Remuneration Gross Value |
Fixed Remuneration Net Value |
Short Term Variable Remuneration |
Medium Term Variable Remuneration |
|---|---|---|---|---|
| Clara Raposo* (Chair, independent) |
73,337.00 € | 43,486.74€ | N/A | N/A |
| Clementina Barroso** (Chair, independent) |
50,666.67 € | 29,723.34 € | N/A | N/A |
| Paulo Fernandes (non-independent) |
99,999.96 € | 58.303,92 € | N/A | N/A |
| João Borges de Oliveira (non-independent) |
99,999.96 € | 50,911.92 € | N/A | N/A |
| Ana Mendonça (non-independent) |
45,000.00 € | 26,778.00 € | N/A | N/A |
| Pedro Borges de Oliveira (non-independent) |
45,000.00 € | 27,006.00 € | N/A | N/A |
| Domingos de Matos (non-independent) |
45,000.00 € | 28,305.00 € | N/A | N/A |
| Céline Abecassis Moedas (independent) |
52,500.00 € | 31,509.00 € | N/A | N/A |
| Jorge Vasconcelos (independent) |
48,000.00 € | 28,532.00 € | N/A | N/A |
| José Soares de Pina (non-independent) |
N/A | N/A | N/A | N/A |
| Joana Pais*** (independent) |
4,000.00 € | 2,380.00 € | N/A | N/A |
| Executive Directors | Fixed Remuneration Gross Value |
Fixed Remuneration Net Value |
Short Term Variable Remuneration |
Medium Term Variable Remuneration |
| João Manso Neto | 849,992.00 € | 447,450.96 € | 350,000.00 € | Deferred to 2024 and 2025**** |
*The remuneration indicated corresponds to the exercise period from 1 January 2022 to 22 November 2022, date of resignation as Company director.
**The amount corresponds to the remuneration for the period from January 1, 2022 to November 22, 2022, regarding the performance of duties as member of the Board of Directors and member of the Committees supporting the Board of Directors, namely the Audit, Risk and Related Parties Committee and the Ethics and Sustainability Committee, and to the remuneration for the performance of duties as Chairman of the Board of Directors, Chairman of the Audit, Risk and Related Parties Committee and member of the Ethics and Sustainability Committee, for the period from 22 November 2022 to 31 December 2022, following Clara Raposo's resignation.
*** The remuneration corresponds to the exercise period from 22 November 2022 to 31 December 2022.
*** In accordance with that described in points 69 and 70 above, this executive director has phantom shares corresponding to the valuation of an investment of two million euros by reference to the closing price of the Greenvolt share on the date of the IPO - 15 July 2021 - exercisable for 50% of its total amount from 2024 and 2025, respectively.
The remuneration of each Greenvolt Director, attributed by controlled and group companies*, by reference to the financial year 2022, is set out in the following table:
| Non-executive Directors | Fixed Remuneration | Variable Remuneration |
|---|---|---|
| Paulo Fernandes (non-independent) | 490,310.00 € | N/A |
| João Borges de Oliveira (non-independent) | 490,310.00 € | N/A |
| Ana Mendonça (non-independent) | 109,900.00 € | N/A |
| Pedro Borges de Oliveira (non-independent) | 282,500.00 € | N/A |
| Domingos de Matos (non-independent) | 282,500.00 € | N/A |
| José Soares de Pina (non-independent) | 449,964.00 € | 420,036.00 € |
*Altri, SGPS, S.A. (hereinafter "Altri") has announced to the marked on the 6th May 2022 the distribution in kind of Greenvolt shares to its shareholders, by resolution taken at its Shareholders' General Meeting held on 29 April 2022, after which the Company ceased to be a company controlled by Altri.
No remuneration was paid in the form of profit sharing or bonuses throughout the year.
No amounts were paid or are owed as compensation to directors whose functions have ceased throughout the year.
| Name | Fixed remuneration Gross Amount |
Fixed Remuneration Net Amount |
|---|---|---|
| Pedro João Reis de Matos Silva (Chair) | 30,000.00€ | 18,242.00€ |
| Francisco Domingos Ribeiro Nogueira Leite (Member) | 10,000.00€ | 6,710.00€ |
| Cristina Isabel Linhares Fernandes (Member) | 10,000.00€ | 6,710.00€ |
The remuneration earned by the Statutory External Auditor is described in point 47 above.
The remuneration of the Chair of the Board of the Shareholders' General Meeting for the year ended 31 December 2022 amounted to 5,000.00€ and the Secretary of the Board to 1,500.00€.
The Remuneration Policy does not provide for any compensation, in addition to that which may be set out in the law, in the event of dismissal without cause of any member of the governing bodies.
No agreements of this nature exist between the Company and the members of the managing body or other Company officers, which provide for compensation in the event of resignation, dismissal without just cause or termination of an employment relationship following a change in company control. In addition, no agreements exist with directors to ensure a right to compensation in the event of non-renewal of the term-of-office.
The Company does not have any plan to allot shares or share options to the members of the governing bodies or its employees.
The Company does not have any share allotment or stock option plan.
No stock options exist where the beneficiaries are company employees and workers.
Not applicable as per above.
The Company has adopted a Related Party Transactions Policy in accordance with arts. 29-S to 29-V of the Portuguese Securities Code.
Related Party Transactions may be either current or non-current:
All transactions with related parties are evaluated by the Tax Consolidation and Advisory Department, with the support of the Legal Department, to assess whether they may be considered current or non-current nature, as explained above, and, in either case, are subject to the rules on reporting, recording and analysis.
The Audit, Risk and Related Parties Committee, together with the Tax Consolidation and Advisory Department, keeps a record of all transactions with Related Parties, including all documentation and information relating thereto, which is reviewed quarterly. The Company's supervisory body has access to all documentation and information regarding Related Party transactions and also assesses the current or non-current nature of transactions, which it indicates and includes in the report it prepares each year and submits to the Board of Directors.
Information on business dealings between the Company and related parties can be found in note 31 of the Notes to the Consolidated Accounts and note 32 of the Notes to the individual accounts of the Company relating to transactions with related parties.
During the 2022 financial year, none of the above mentioned transactions were subject to the prior opinion of the Statutory Audit Board, as they were conducted under market conditions and in line with other transactions conducted with various national and international contracting entities.
The procedures applicable to transactions carried out between the Company and owners of qualifying holdings or entities related to them comply with the applicable legal framework established by arts. 29-S to 29-V of the Portuguese Securities Code and these are reflected in the Policy on Transactions with Related Parties adopted by the Company with the prior binding opinion of the Statutory Audit Board.
In 2022, none of the transactions conducted required the prior opinion of the Statutory Audit Board, under the terms of the Related Party Transactions Policy.
Information on business dealings between the Company and related parties can be found in note 31 of the Notes to the Consolidated Accounts and note 32 of the Notes to the individual accounts of the Company relating to transactions with related parties.
The Corporate Governance Report (hereinafter the "Report") describes the corporate governance structure in force in the Company, as well as the policies adopted in this area, in line with best market practices.
The structure of the Report complies with the provisions of CMVM Regulation no. 4/2013 and with the information duties set out in Article 447 of the PCC and Article 29(H) of the Portuguese Securities Code and CMVM Regulation no. 7/2018.
The Report discloses, under the comply or explain principle, the degree of compliance with the Recommendations of the Portuguese Institute of Corporate Governance (hereinafter "IPCG") Governance Code 2018 (2020 review).
All legal and regulatory provisions mentioned in this Report are available for consultation purposes at www.cmvm.pt and the Recommendations contained in the IPCG Governance Code at https://cgov.pt/.
This Report must be read as an integral part of the 2022 Annual Management Report and the 2022 Individual and Consolidated Financial Statements, and all references included herein must be considered as made to this document, except when stated otherwise.
Corporate governance shall promote and enhance the performance of companies, as well as of the capital markets, and strengthen the confidence of investors, employees and the general public in the quality and transparency of management and supervision, and in the sustained development of companies.
Companies, in particular their directors, should treat shareholders and other investors equitably, by ensuring mechanisms and procedures are in place for the suitable management and disclosure of information.
I.1.1. The company shall set up mechanisms to ensure timely disclosure of information, in an appropriate and rigorous manner, to its governing bodies, shareholders, investors and other stakeholders, financial analysts and the market in general.
The Company ensures full adoption of IPCG Recommendation I.1.1 in two lines of action: (i) the creation of departments with specific competences within its organisational structure; (ii) the effective and timely disclosure of information through its website and specific communication channels.
The M&A and Investor Relations Department has a manager whose main functions, among others described in Point 21 of the Governance Report, are to act as Greenvolt's liaison with shareholders, investors and financial analysts. In addition, the Market Relations Officer ensures the provision of all relevant information regarding materially relevant events and facts, disclosure of results and replies to possible requests for clarification by investors or the general public on publicly available financial information. The Market Relations Officer and the Investor Relations Officer are part of the Investor Relations Office.
With regard to the second axis, the Company provides all the operating regulations of the Board of Directors and its committees, as well as all the approved policies, at https:// www.greenvolt.com.
Reference: Sections 15, 21, 22, 27, 29, 56 to 58 of this Report.
I.2.A Companies shall ensure diversity in the composition of their governing bodies and the adoption of individual merit criteria in the respective appointment processes, which shall be exclusively within the powers of the shareholders.
I.2.B Companies shall have clear and transparent decision-making structures and ensure maximum efficiency in the functioning of their bodies and committees.
I.2.C Companies shall ensure that the workings of their boards and committees are properly recorded, namely in minutes, so that not only the meaning of the decisions taken but also their grounds and the opinions expressed by their members may be known.
I.2.1. Companies shall establish standards and requirements regarding the profile of new members of the governing bodies that are suitable to the position to be held and, in addition to individual attributes (such as competence, independence, integrity, availability and experience), these profiles shall consider diversity requirements, with particular attention to gender diversity, which may contribute to a better performance of the governing body and to the balance of its composition.
The Remunerations and Appointments Committee is responsible for proposing to the Board of Directors the definition of selection and composition criteria, considering individual attributes (such as competence, independence, integrity, availability and experience), as well as diversity requirements, paying particular attention to gender, that may contribute to the improvement of the performance of the body and balance its composition.
Additionally, and in collaboration with the Remuneration Committee, the Remunerations and Appointments Committee may induce, to the extent of its powers, transparent selection processes for members of the management and supervisory bodies, guided by principles of meritocracy, functional suitability and promotion of diversity, including gender diversity, considering that, under the Portuguese legal framework, the power to select and appoint or elect the members of the management and supervisory bodies of commercial companies falls exclusively to the General Shareholders' Meeting.
When selecting the members of the governing bodies for the Company's first term of office as a listed company, the Company's shareholders were especially careful to recompose all the governing bodies, promoting diversity based on criteria of independence, integrity, experience, competence and gender.
Note also that the Company has a Plan for Gender Equality, designed and approved under the terms of Law 62/2017, of 1 August, under which the Company must implement measures to ensure equal treatment and opportunities between men and women.
The Company also has a Diversity, Equality and Inclusion Policy, approved by the Board of Directors, which specifically identifies the criteria and requirements that should guide the selection processes for all Greenvolt Group employees, including a proposal for the election of members of the Company's governing bodies, which is available at www.greenvolt.com.
The proposal for the co-option of the Director Joana Pais was based on an assessment made by the Remunerations and Appointments Committee in the exercise of its powers, in consideration of the principles established in the referred Diversity, Equality and Inclusion Policy available at www.greenvolt.com, that was duly disclosed to the market in an annex to the proposal for the ratification of the appointment placed for the appreciation and voting of the Shareholders.
Reference: Sections 16 to 19, Section 26, Sections 31 and 33, and Annex I of the Report.
I.2.2. The managing and supervisory bodies and their internal committees shall be provided with internal regulations – namely regulating the performance of their duties, chairmanship, frequency of meetings, their functioning and the duties of their members -, which shall be fully disclosed on the company's website, and minutes of the respective meetings shall be drawn up.
The Board of Directors of the Company, its internal committees and the Statutory Audit Board have internal regulations that were approved in compliance with this Recommendation, which are available at https://www.greenvolt.pt/pt. All the meetings of the Board of Directors and its specialised committees as well as of the Statutory Audit Board are duly minuted.
Reference: Sections 22, 23 27, 34, 35 and 61 of this Report.
I.2.3. The composition and number of the annual meetings of the managing and supervisory bodies and of their internal committees shall be disclosed on the company's website.
The information regarding the composition and number of annual meetings of the Board of Directors and its internal committees, as well as of the Statutory Audit Board, is contained in this Report, to be deliberated on by the Shareholders' General Meeting and also available on the Company's website.
Reference: Sections 22, 23, 27, 29, 34 and 35 of this Report.
I.2.4. A whistleblowing policy shall be adopted to guarantee adequate means for the reporting and treatment of irregularities, while safeguarding the confidentiality of the information transmitted and the identity of the whistle-blower, whenever the latter is requested.
The Company has a Code of Ethics and Conduct that promotes the adoption of best practices guided by personal and professional ethics that must be observed by all employees, regardless of their position or function. This Code of Ethics and Conduct also includes a policy on the reporting of irregularities, in compliance with Recommendation I.2.4 of the IPCG Corporate Governance Code. The Code of Ethics and Conduct is published at https://www.greenvolt.com.
In addition, the Company has strengthened its commitment to transparency with regard to whistleblowing with the creation of an Ethics and Sustainability Committee, which has been empowered to implement a Greenvolt Group whistleblowing channel, defining procedures to receive, record and process all information, communications and complaints regarding alleged irregularities or breaches of the provisions of the Code of Ethics and Conduct or of the standards that develop it or that deal with the topics listed therein, as well as developing the necessary mechanisms to ensure their rigorous investigation and fair treatment, and to provide for the adoption of appropriate measures for the immediate regularisation of the irregularities or breaches and the penalisation of the offenders.
The Board of Directors has approved an internal whistleblowing policy under Law No. 93/2021 of 20 December, which established the general regime for the protection of whistleblowers in the framework of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019.
Under the terms of this policy, the Company has appointed a Whistleblowing Officer to receive reports of irregularities.
It should be noted that no irregularities were reported in 2022.
Reference: Sections 38 and 49 of this Report.
Members of the company's boards, especially directors, should, considering the duties of each of the boards and create the appropriate conditions to ensure balanced and efficient measures to allow for
the company's different governing bodies to act in a harmonious and coordinated way, in possession of the suitable amount of information in order to carry out their respective duties.
I.3.1. The articles of association, or other equivalent means adopted by the company, should establish mechanisms that, within the limits of applicable laws, permanently ensure that the members of the managing and statutory audit boards are provided with access to all the information and company's collaborators, in order to appraise the performance, current situation and perspectives for further developments of the company, including minutes, documents supporting decisions that have been taken, calls for meetings, and the archive of the meetings of the managing board, without impairing access to any other documents or people that may be requested for information.
The Chair of the Board of Directors, as well as the chair of each of the committees created within the Board of Directors, and of the Company's Statutory Audit Board, comply with the legal and regulatory provisions applicable to them within the context of providing company documentation, namely notices of meetings, minutes and other documentation supporting the decisions taken by each of the aforementioned bodies, which is permanently available on the Company's website.
In parallel, the coordination of the performance of the duties of the Chief Executive Officer, either within the Board of Directors or within the specialised committees of this body, ensures the existence of strengthened conditions for the exercise of their powers in an independent and informed manner, in line with best corporate governance practices. In performing his/her duties, the Chief Executive Officer is also subject to the obligation to share all information relating to the day-to-day management of the Company on a continuous, timely and complete basis, with the other governing bodies and committees.
Reference: Sections 18, 38 and 61 of this Report.
I.3.2. Each corporate body and committee shall ensure the timely and suitable flow of information, especially regarding the respective summons notices of meetings and minutes, necessary for the exercise of the competences determined by the law and the articles of association, of each of the remaining bodies and committees.
We refer to the information included in the previous Recommendation. The members of each of the Company's corporate bodies and committees have access to the necessary information to fully exercise their respective powers.
Reference: Section 18 of this Report.
The existence of current or potential conflicts of interest, between members of the company's boards or committees and the company, should be prevented. Non-interference of the conflicted member in the decision-making process should be ensured.

I.4.1. The members of the managing and supervisory bodies and of the internal committees are bound, by internal or equivalent regulation, to inform the respective body or committee whenever there are facts that may constitute or give rise to a conflict between their interests and the corporate interest.
The Company's Code of Ethics and Conduct expresses the value of integrity, which implies utmost correctness in relations with third parties and the company and presupposes a loyal and transparent behaviour. The Code of Ethics and Conduct is applicable, among others, to the members of the governing bodies and committees of the Company, requiring that (i) they refrain from acting, including in decision-making processes, on the basis of their own motivations and that they do not give priority to their own interests or those of third parties, whenever this may put the interests of the Company at risk, and (ii) they inform the Company of any fact that may constitute a conflict of interest or may be at the origin of such a conflict.
On the other hand, the Company has a Related Party Transactions Policy that reflects all the legal imperatives set out in the Portuguese Securities Code and the PCC, which provide specific procedures to enable preliminary control of this type of transactions that are also applicable when the Company's counterparty is a member of the managing body.
The policy and regulations mentioned above are available on the company's website.
Reference: Sections 29, 49, 54, 89 of this Report.
I.4.2. Procedures should be adopted to guarantee that the member in conflict does not interfere in the decision-making process, without prejudice to the duty to provide information and other clarifications that the board, the committee or their respective members may request.
In order to guarantee that a member of a statutory governing body of the Company does not interfere in a decision-making process in cases where he/she finds himself/herself in a conflict of interest, the following procedure has been implemented in the Company's Code of Ethics and Conduct:
The Company considers this procedure to be adequate to guarantee that a member of a corporate body with a conflict of interest does not interfere in decision-making processes.
Reference: Sections 29, 54, 89 of this Report.
Due to the potential risks that they may hold, transactions with related parties should be justified by the interest of the company and carried out under market conditions, subject to principles of transparency and adequate supervision.
I.5.1. The managing body shall disclose, in the governance report or by other means publicly available, the internal procedure for verifying transactions with related parties.
The Company has a Related Party Transactions Policy, in compliance with the applicable legal framework imposed by arts. 29-S to 29-V of the Portuguese Securities Code. This includes an internal verification procedure for transactions with related parties. The Policy is published on the Company's website.
Information on business dealings between the Company and related parties can be found in note 31 of the Notes to the Consolidated Accounts and note 32 of the Notes to the individual accounts of the Company relating to transactions with related parties.
Reference: Sections 89 and 91 of this Report.
I.5.2. The managing body shall report to the supervisory body the results of the internal procedure for verifying transactions with related parties, including transactions under analysis, at least every six months.
* In accordance with Interpretation Note no. 3 of the IPCG Corporate Governance Code 2018 (as revised in 2020) issued by the Commission for the Accompaniment and Monitoring.
Pursuant to Articles 29-S to 29-V of the Portuguese Securities Code, the Related Party Transactions Policy sets out periodic information reporting between the Tax Consolidation and Advisory Department, the Statutory Audit Board and the Audit, Risk and Related Parties Committee.
Reference: Sections 89 and 91 of this Report.
II.A Appropriate involvement of shareholders in matters of corporate governance is a positive factor of corporate governance, as an instrument for the efficient functioning and the fulfilment of the corporate purpose of the company.
II.B The company shall promote the personal participation of shareholders at General Meetings as a space for shareholders to communicate with the corporate bodies and committees and to reflect on the company.
II.C The company shall implement adequate means for shareholders to participate and vote by remote means during the meeting.
II.1. The company shall not set an exceedingly high number of shares to confer the right to one vote and shall make its choice clear in the corporate governance report whenever it entails a diversion from the general rule: that each share corresponds to one vote.
In accordance with the Company's Articles of Association, each share is entitled to one vote, thus encouraging shareholders to participate in General Shareholders' Meetings.
Reference: Section 12 of this Report.
II.2. The company shall not adopt mechanisms that hinder the passing of resolutions by its shareholders, specifically by setting a quorum higher than that established by law.
In accordance with the Company's Articles of Association, company resolutions are passed by a majority of votes cast, except where the law requires a greater majority.
The quorum to pass resolutions at the General Meeting complies with the provisions of the PCC. Hence, the Company has not adopted mechanisms that hinder the passing of resolutions by its shareholders, namely by setting a quorum to pass resolutions greater than that provided for by law.
Reference: Sections 12 and 14 of this Report.
II.3 The company shall implement adequate means for shareholders to remotely participate in General Meetings, which should be proportionate to its size.
The Annual General Shareholders' Meeting convened to the 28 April 2023 will be held by means of remote participation.
Reference: Sections 12 and 14 of this Report.
II.4. The company shall also implement appropriate means for exercising the right to vote at a distance, including by post and electronically.
The Company has the necessary mechanisms for exercising the right to vote by post and electronically.
II.5. If the company's articles of association limit the number of votes that may be held or exercised by a single shareholder, either individually or in concert with other shareholders, the articles of association shall also ensure that such provision is voted at the General Meeting, at least every five years, to either be amended or maintained – without requiring an aggravated quorum as compared to that established in the law – and that, upon voting this resolution, all votes cast are counted without applying the aforementioned restriction.
The Company's Articles of Association do not provide for any limitation to the number of votes that may be held or exercised by a single shareholder, either individually or in concert with other shareholders.
Reference: Section 13 of this Report.
II.6. Measures that require payments or assumption of costs by the company in the event of change of control or change in the composition of the Board of Directors and which may impair the economic interest in the transfer of shares and the ability of shareholders to freely assess the performance of directors should not be adopted.
Apart from the change of control clauses, which are accepted practice and required by the Portuguese banking market as a condition for granting finance, there are no significant agreements entered into by the Company that would come into force, be amended or terminate in the event of a change of control of the Company following a takeover bid.
Reference: Section 4 of this Report.
III.A The members of governing bodies who possess non-executive management duties or monitoring and supervisory duties shall, in an effective and judicious manner, perform monitoring duties and encourage executive management to fully accomplish the corporate purpose, and this should be complemented by committees for areas that are central to corporate governance.
III.B The composition of the supervisory body and the non-executive directors must provide the company with a balanced and suitable diversity of skills, knowledge and professional experience.
III.C The supervisory body shall carry out permanent supervision of the management of the company, including from a preventive perspective, and monitor the company's activity, in particular, decisions of fundamental importance for the company.
III.1. Without prejudice to the legal powers of the chair of the board of directors, if he or she is not independent, the independent directors should appoint a coordinator (lead independent director), from amongst them, namely, to: (i) act, when necessary, as an interlocutor near the chair of the board of directors and other directors, (ii) ensure the necessary conditions and means to perform their functions; and (iii) coordinate the independent directors in the assessment of the performance of the managing body, as established in recommendation V.1.1.
Both Director Clara Raposo, who resigned from office on 22 November 2022, and her successor as Chair of the Board of Directors, Director Clementina Barroso, are independent members, and therefore no coordinator was appointed for the current term of office to perform the duties referred to in this recommendation.
Reference: Section 21 of this Report.
III.2. The number of non-executive members in the managing body, as well as the number of members of the supervisory body and the number of the members of the committee for financial matters shall be suitable for the size of the company and the complexity of the risks intrinsic to its activity, but sufficient to ensure, with efficiency, the duties which they have been attributed, and this adequacy finding formulation shall be in the governance report.
The day-to-day management powers of the Company are currently concentrated in the Chief Executive Officer, while none of the other ten members of the Board of Directors have executive powers. Therefore the Company considers this Recommendation fully adopted considering the wide ratio between the number of executive and non-executive directors.
The number of members of the Statutory Audit Board and the specialised committees created by the Board of Directors is well balanced with market practice in comparable companies in the sector, considering the size of the Company and the complexity of the risks inherent to the Company's activity.
Regarding the composition of the committee for financial matters, since there is no committee with this competence, the recommendation is not applicable.
Reference: Sections 17, 18, 21 and 31 of this Report.
III.3. In any case, the number of non-executive directors should be higher than the number of executive directors.
The Board of Directors has a total of eleven members, ten of whom are non-executive.
Reference: Sections 17 and 18 of this Report.
III.4. Each company shall include a given number of non-executive directors that corresponds to no less than one third, but always plural, who satisfy the legal requirements of independence. For the purposes of this recommendation, an independent person is one who is not associated with any specific group of interest of the company, nor under any circumstance likely to affect his/her impartiality of analysis or decision, namely due to:
The Company's Board of Directors is composed of eleven members, ten of which are nonexecutive members, four of which are independent, therefore the Board of directors is composed by more than a third of independent members.
Conditions of independence are periodically assessed, and independent Directors are obliged to immediately communicate any event that may cause them to lose this condition, under the terms of this Recommendation.
Reference: Sections 17 and 18 of this Report.
III.5. The provisions of (i) of recommendation III.4 does not inhibit the classification of a new director as independent if, between the termination of his/her functions in any of the appointment, a period of three years has elapsed (cooling-off period).
No Company directors are classified as independent in the cooling-off period.
Reference: Section 17 of this Report.
III.6. The supervisory body, in observance of the powers conferred to it by law, shall, prior to final approval by the managing body, assess and issue an opinion on the strategic lines and the risk policy.
The supervisory body supervises the effectiveness of the risk management, internal control and internal audit system, whenever they exist, and whenever the supervisory body considers it appropriate, it makes recommendations to the Board of Directors, among others, regarding the assessment of the risk management and internal control systems.
The Statutory Audit Board complied with this recommendation under the terms of a resolution taken to this effect at a meeting held on 22 November 2022.
Reference: Sections 37, 38, 50, 51 and 55 of this Report.
III.7. Companies shall have specialised committees covering matters of corporate governance, appointments and performance assessments, separately or cumulatively. If the remuneration committee described in Article 399 of the Portuguese Commercial Company Act has been created, and due to not being prohibited by law, this recommendation may be complied with the attribution of powers to this committee on the aforementioned matters.

The Board of Directors set up four specialised internal committees, which performed their functions throughout the year in a continuous manner with the purpose of advising and reinforcing the quality of their respective activities. The following committees have been created: (i) the Audit, Risk and Related-Parties Committee; (ii) the Remuneration and Appointments Committee; (iii) the Strategic and Operational Monitoring Committee; and (iv) the Ethics and Sustainability Committee.
The Company also has a Remunerations Committee, created under the terms and for the purposes of Article 399 of the PCC, with the power to assess the performance of directors and set their remuneration, in accordance with the Remuneration Policy, as well as that of the other members of the corporate bodies, except for the remuneration of the Statutory External Auditor, whose competence lies with the Statutory Audit Board.
Reference: Section 29 of this Report.
IV.A As a means of increasing the efficiency and quality of the Board of Directors' performance and the adequate flow of information to the Board, the day-to-day management of the company should be entrusted to executive directors with the qualifications, skills and experience appropriate to the function. The executive board is responsible for the management of the company, pursuing the company's objectives and aiming to contribute towards the company's sustainable development.
IV.B In determining the number of executive directors, the size of the company, the complexity of its business and its geographical spread shall be taken into account, in addition to the costs and the desirable agility of operation of the executive management.
IV.1. The managing body shall approve, by internal regulations or equivalent, the rules governing the actions of executive directors and how they shall perform their executive functions in entities outside of the group.
The Board of Directors has only one director with executive functions, the Chief Executive Officer. He performs this function on an exclusive basis for the purposes of the delegation of powers conferred upon him.
Nevertheless, the Company has a Policy on the Performance of Executive Duties by Executive Directors in Entities Outside the Greenvolt Group, so that in the absence of authorisation from the general meeting, directors may not on their own account or on behalf of a third party, undertake any activity competing with the Company, nor may they perform duties in a competing company or be appointed on behalf of or in representation of such company.
Executive directors may exercise executive functions in entities that do not carry out activities that compete, are similar or conflict with the activities of the Greenvolt Group provided that they
have obtained prior consent from the Board of Directors and the Remunerations and Appointments Committee.
The executive director who intends to take on executive functions outside the Greenvolt Group must obtain prior consent from the Remunerations and Appointments Committee and approval from the Board of Directors.
IV.2. The managing body shall ensure that the company acts consistently with its objects and does not delegate powers, namely, in what regards: (i) the definition of the strategy and main policies of the company; (ii) the organisation and coordination of the business structure; (iii) matters that should be considered strategic in virtue of the amounts involved, the risk, or special characteristics.
Although the Board of Directors has delegated powers to a single executive director, decisions on certain matters that are considered strategic are reserved to the Board of Directors, including the definition of the strategy and main policies of the Company, the organisation and coordination of the Company's corporate decision-making structure as well as other matters that the Board of Directors considers strategic due to the amounts, risk and particular characteristics involved.
Reference: Section 21 of this Report.
IV.3. In the annual report, the managing body shall explain how the strategy and main policies defined seek to ensure the long-term success of the company and what the main contributions resulting from this are for the community at large.
Details of compliance with this Recommendation are to be found in the Annual Management Report, with special reference to the section on ethical and responsible management and nonfinancial performance (people, planet and community).
Reference: Annual Management Report.
The company should assess the performance of the executive board and its members individually, and also assess the overall performance of the managing body and its specialised committees.
V.1.1. The managing body shall evaluate its performance on an annual basis, as well as the performance of its committees and delegated directors, considering the fulfilment of the company's strategic and budget plans, risk management, internal functioning and the contribution of each member of the managing body to these objectives, as well as the relationship with the company's other bodies and committees.
The Board of Directors carried out the annual self-assessment of its performance, as well as the performance of its committees and the Chief Executive Officer, during the 2022 financial year, taking into account compliance with the Company's strategic plan, budget, risk management, the internal functioning and contribution of each member, the relationship between the Board of Directors and the committees.
Reference: Sections 15, 21 and 29 of this Report.
V.2.A. The remuneration policy of the members of the managing and statutory audit boards must allow the company to attract qualified professionals at an economically justifiable cost in relation to its financial situation, induce the alignment of the member's interests with those of the company's shareholders — taking into account the wealth effectively created by the company, its financial situation and the market's — and develop a culture of professionalisation, sustainability, promotion of merit and transparency within the company.
V.2.B. Directors shall receive a remuneration that: i) adequately compensates the responsibilities they assume as well as the availability and expertise they place at the company's service; ii) guarantees that their actions are aligned with the long-term interests of the shareholders and promotes the company's sustainable action; and iii) rewards performance.
V.2.1. The company shall create a remuneration committee, which composition shall ensure its independence from the managing board. This remuneration committee may be that referred to in Article 399 of the Commercial Company Act.
The Remuneration Committee, which is part of the Company's governance structure, under the terms of Article 399 of the PCC, is composed of two independent members, acting in that capacity, and therefore the necessary conditions of independence of the members in relation to the Company's management are met.
Reference: Section 67 of this Report.
V.2.2. The remuneration shall be set by a remuneration committee or by the general meeting, under proposal of the former.
The remuneration of the members of the corporate bodies, with exception of the Statutory External Auditor, whose remuneration is provided for in the respective services agreement executed to such end, is determined by the Remuneration Committee, elected by the General Meeting, in accordance with the Remuneration Policy, which has also been approved by the General Meeting pursuant to article 26-B of the Portuguese Securities Code.
Reference: Sections 66 and 67 of this Report.
V.2.3. For each term of office, the remuneration committee or general meeting, under proposal of the former, shall also approve the maximum amount of all compensations payable to any member of a board or committee of the company due to the respective termination of office, with this situation and amounts being disclosed in the governance report or in the remuneration report.
As per the Remuneration Policy, the Company has decided not to award additional compensation to that which is set out in the law for any cause of termination of office.
Reference: Section 69 of this Report.
V.2.4. In order to provide information or clarifications to shareholders, the chair or, in the event of his/ her impediment, another member of the remuneration committee should be present at the annual general meeting, as well as at any other, whenever the respective agenda includes a matter linked with the remuneration of the members of the company's boards and committees or, if such presence has been requested by the shareholders.
In accordance with its internal regulations, the Remuneration Committee appoints a member, which shall represent it at each General Meeting.
Reference: Section 67 of this Report.
V.2.5. Within the company's budget constraints, the remuneration committee shall be free to decide on the hiring, by the company, of necessary or convenient consulting services to perform the committee's duties.
The Remuneration Committee may freely decide on the hiring, by the Company, of necessary or convenient consulting services to perform the committee's duties.
Reference: Section 67 of this Report.
V.2.6. The remuneration committee shall ensure that these services are provided independently and that the respective providers do not provide other services to the company, or to others in a controlling or group relationship, without the express authorisation of the committee.
When selecting service providers to support the performance of the Remuneration Committee's duties, this Committee determines, as an essential criterion for the awarding of services, the guarantee of independence required to comply with the purpose for which they are contracted and, in particular, that the independence of service providers is not prejudiced by the provision of significant services to the Company or to any companies with which it is in a controlling or group relationship.
Reference: Section 67 of this Report.
V.2.7. Considering the alignment of interests between the company and its executive directors, a part of their remuneration shall be variable, thus reflecting the company's sustained performance and disincentivising the assumption of excessive risks.
The variable remuneration of the Chief Executive Officer includes a short-term component, which depends on qualitative and quantitative performance criteria, and includes "ESG" factors, and a medium-term component based on phantom shares with an exercise deferment of 50% of their total value, respectively, from 2024 and 2025, the payment of which is also dependent on a positive evaluation in terms of Total Shareholder Return.
Reference: Section 69 of this Report.
V.2.8. A significant part of the variable component should be partially deferred in time, for a period of no less than three years, thereby necessarily connecting it to the confirmation of the sustainability of the performance, in the terms defined by the company's internal regulations.
The medium-term component of variable remuneration - phantom shares - is weighted, during the deferral period between the year of attribution and the 3 to 4 years of the exercise date, at 50% (fifty per cent) of its total value, respectively, by the evolution of the long-term KPI - Total Shareholder Return - which measures the sustainability of the Company's medium and long-term performance, insofar as it creates shareholder value over the relevant investment period. Hence, the performance of the executive management is remunerated in a directly comparable manner to their contribution to the creation of shareholder value.
V.2.9. When variable remuneration includes the allocation of options or other instruments directly or indirectly dependent on the value of shares, the start of the exercise period should be deferred in time for a period of no less than three years.
Variable remuneration does not include options. Medium-term variable remuneration includes phantom shares, as explained in Recommendation V.II.7.
Reference: Section 69 of this Report.
V.2.10. The remuneration of non-executive directors should not include components dependent on the performance of the company or on its value.
The remuneration of non-executive Directors only includes a fixed component, i.e., a monthly salary, determined by the Remuneration Committee.
Reference: Section 69 of this Report.
Regardless of the manner of appointment, the profile, the knowledge and the curriculum of the members of the company's governing bodies and the executive staff should be suited to the functions carried out.
V.3.1. The company shall, in terms that it considers suitable, but in a demonstrable manner, cause the proposals for the appointment of members of the company's governing bodies to include a justification of suitability of the relevant person, the skills and the curricula to the duties to be performed.
Upon defining the new composition of the corporate bodies of Greenvolt to prepare the Company's governance model for admission to trading on a regulated market, the IPO prospectus contained detailed information on the suitability, knowledge and curriculum of each member of the corporate bodies for the respective functions to be performed. This reveals the special concern of the Company and its controlling shareholders in this matter, according to information available at www.greenvolt.com.
At the time of the co-optation of the Director Joana Pais, in November 2022, an evaluation report on her suitability, individual and collective, for her election to the Board of Directors was issued, being assessed criteria for individual suitability - competence, independence, good standing, availability and experience - and for collective suitability - performance of the body and diversity - available for consultation at www.greenvolt.com in the section pertaining to the General Meeting.
Reference: Section 69 of this Report.
V.3.2. The overview and support to the appointment of members of senior management shall be attributed to an appointments' committee unless this is not justified by the company's size.
The Company has no managerial staff that may be designated as such under and for the purposes of Article 3(1)(25) of Regulation (EU) No. 596/2014 on market abuse, as the management decision-making process is concentrated in its Chief Executive Officer.
Reference: Section 18 of this Report.
V.3.3. This nomination committee includes a majority of non-executive, independent members.
The Company has not appointed a committee with powers to designate management staff, given the governance model adopted, which concentrates decisions exclusively on its Chief Executive Officer.
Reference: Section 18 of this Report.
V.3.4. The appointments' committee shall make its terms of reference available, and should foster, to the extent of its powers, transparent selection processes that include effective mechanisms for
identifying potential candidates, and ensure that those chosen for proposal are those who present the highest degree of merit, are best suited to the demands of the duties to be carried out, and will best promote, within the organisation, suitable diversity, including gender diversity.
* In accordance with Interpretation Note no. 3 of the IPCG Corporate Governance Code 2018 (as revised in 2020) issued by the Commission for the Accompaniment and Monitoring.
Consistently with the explanations provided in respect of Recommendations V.3.2, V.3.3 and V.3.4, this recommendation is considered to be not applicable.
Reference: Section 18 of this Report.
Based on its mid and long-term strategies, the company should establish a system of risk management and control, and of internal audit, which allow for the anticipation and minimization of risks inherent to the company's activity.
VI.1. The board of directors must discuss and approve the company's strategic plan and risk policy, including the setting of limits on risk-taking.
The Company's Board of Directors is the body responsible for, among others, defining the necessary risk management to achieve the Company's strategic and business goals. Its powers also include defining general strategic policies and, in particular, approving the strategic and business plan, which is periodically monitored, while the Chief Executive Officer reports on the implementation of the internal control and risk management system.
Reference: Section 50 of this Report.
VI.2. The supervisory body shall organise itself internally, implementing periodic control procedures and mechanisms aiming to ensure that the risks effectively incurred by the company are consistent with the objectives set by the managing body.
In accordance with its internal regulations and the applicable legal provisions, the Company's Statutory Audit Board is responsible, among others, for supervising the effectiveness of the internal control and risk management system as well as the process of preparing and disclosing financial information, interacting with the Board of Directors through the Audit, Risk and Related Parties Committee, which only includes non-executive, independent directors.
Reference: Sections 38, 50 and 51 of this Report.
VI.3. The internal control system, comprising risk management, compliance and internal audit functions, shall be structured in terms suitable to the size of the company and the complexity of the risks inherent to its activity, and the supervisory body shall assess it and, within the scope of its duty to monitor the effectiveness of this system, propose any adjustments that may be deemed necessary.
The Company has a Risk Management Department that advises the remaining areas, departments and operational teams on matters regarding risk identification and management. Without prejudice to the foregoing, all participants involved in risk management, especially those with decision-making responsibilities, are responsible for identifying, assessing and defining strategies to mitigate any risks that constitute threats that may affect the achievement of strategic and business objectives. Actions in the field of risk management are conducted by departments and operational teams in accordance with the guidelines and decisions of the Board of Directors and the Chief Executive Officer, as advised by the Risk Management Department.
During 2022, the Company strengthened the supervision of its activities with the creation of the Assurance, Compliance & Efficiency Department, which is responsible for defining an annual Audit Plan, including an assessment of the risk management system based on Greenvolt's strategic priorities and the results of a risk assessment of the processes in the various business units. The Annual Audit Plan is validated by the Audit, Risk and Related Parties Committee and supervised by the Statutory Audit Board, which controls its execution.
The Assurance, Compliance & Efficiency Department informs and alerts the Audit Committee and the Statutory Audit Board, at their regular meetings, on all relevant facts, identifying opportunities to improve internal control and promoting their implementation.
Reference: Sections 21, 50 to 52 of this Report.
VI.4. The supervisory body shall issue an opinion on the work plans and resources allocated to the internal control system services, including risk management, compliance, and internal audit duties, and may propose any adjustments that may be deemed necessary.
As per its internal regulations, the responsibilities of the Statutory Audit Board include validating work plans of internal audits and monitoring and assessing the risk management and internal control system.
Reference: Sections 30, 50 to 52 of this Report.
VI.5. The supervisory body shall receive the reports made by the internal control services, including the risk management, compliance, and internal audit duties, at least when matters related to accounting, identification or conflicts of interest resolution, and detection of potential irregularities are at issue.
The powers and responsibilities set out in this recommendation are included in the relevant operating regulations.
Reference: Sections 30, 50 to 52, and 91 of this Report.
VI.6. Based on its risk policy, the Company shall establish a risk management duty by identifying (i) the main risks faced when conducting its business, (ii) the probability of their occurrence and their impact,
(iii) the instruments and measures to be adopted to mitigate them, and (iv) the monitoring procedures for follow-up.
The Risk Management Department complies with the content of this recommendation.
Reference: Sections 50 to 54 of this Report.
VI.7. The company shall establish monitoring procedures, periodical assessment and adjustment of the internal control system, including an annual assessment of the level of internal compliance and the performance of the risk management system, as well as the prospects for amending the previously defined risk framework.
The Company has procedures to monitor, assess and adjust the risk control system that are followed by the Risk Management Department, which reports to the Chief Executive Officer, without prejudice to the legal powers of the supervisory body in this matter.
Reference: Sections 38, 50 to 55 of this Report.
VII.A The supervisory body shall independently and diligently ensure that the management body fulfils its responsibilities in choosing appropriate accounting policies and criteria and establishing adequate systems for financial reporting, risk management, internal control and internal audit.
VII.B The supervisory body shall promote appropriate coordination between the work of internal audit and statutory audit.
VII.1.1. The internal regulations of the supervisory body shall require that it oversees the adequacy of the process of preparing and disclosing financial information by the managing body, including the adequacy of accounting policies, estimates, judgements, relevant disclosures and their consistent application between financial years, in a duly documented and reported manner.
Under the terms of its Regulation, the Statutory Audit Board must ensure that the process of preparing and disclosing financial information by the Board of Directors is suitable, which includes supervising the adequacy of accounting policies, estimates, judgements, relevant disclosures and their consistent application from year to year, in a properly documented and reported manner.
Reference: Sections 34 and 38 of this Report.
The supervisory body shall establish and monitor clear and transparent formal procedures on the relationship of the company with the statutory auditor, as well as on the supervision of compliance by the auditor, with rules regarding independence imposed by law and professional standards.
VII.2.1. Through the use of internal regulations, the supervisory body shall define, under the applicable legal regime, the supervision procedures aimed at ensuring the independence of the statutory auditor.
By resolution taken by the Statutory Audit Board at the meeting held on 9 September 2021, the Statutory Audit Board defined the work methodology with Statutory External Auditor which includes the exercise of the competence of auditing the Statutory External Auditor's competence, namely regarding the provision of additional services pursuant to the set forth in subparagraph l) of paragraph 2 of Chapter II of the Statutory Audit Board Regulation. The Statutory External Auditor must, previously to the provision of any additional services, share with the Statutory Audit Board all the information requested by the latter in order to allow the Statutory Audit Board to assess and attest that the independence of the Statutory External Auditor is preserved, as well as inform the Statutory Audit Board of the existence of any actual or potential conflicts of interests that the Statutory External Auditor becomes aware of.
VII.2.2. The supervisory body shall be the main interlocutor of the statutory auditor in the company and the first recipient of the respective reports, having the powers, namely, to propose the respective remuneration and to ensure that adequate conditions for the provision of services are ensured within the company.
The Statutory Audit Board is responsible for proposing the appointment and dismissal of the Statutory External Auditor, being the first addressee and interlocutor of the results of the Statutory External Auditor's activity, as well as supervising the activity and independence of the Company's Statutory External Auditor, which also includes the assessment of the maintenance of its independence weighted by the proportionality and adequacy of the remuneration attributed to the Statutory External Auditor for the performance of their duties.
Reference: Sections 37 and 38 of this Report.
VII.2.3. The supervisory body shall annually assess the services provided by the statutory auditor, its independence and suitability in performing its functions, and propose its dismissal or the termination of its services agreement by the competent body, in case of just cause.
The assessment of the work performed by the Company's Statutory External Auditor can be found in the information contained in the Annual Report and Opinion of the Statutory Audit
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Board, which includes an analysis of the independence and suitability of the Statutory External Auditor to perform its duties.
Reference: Sections 37 and 38 of this Report; Annual Report and Opinion of the Statutory Audit Board.

Clementina Maria Dâmaso de Jesus Silva Barroso
TITLE Chair of the Board of Directors
STATUS Independent COMMITTEES Ethics and Sustainability Committee
Audit, Risk and Related Parties Committee
Altri Group
N/a
2022 – present
1 Altri, SGPS, S.A. (hereinafter "Altri") has announced to the marked on the 6th May 2022 the distribution in kind of Greenvolt shares to its shareholders, by resolution taken at its Shareholders' Annual General Meeting held on 29th April 2022, after which the Company ceased to be a company controlled by Altri.

502 7. GOVERNANCE REPORT
Member (non-executive) of the Board of Directors; Chair of the Audit Committee and Member of the Evaluation, Appointments, Ethics, Sustainability and Governance Committee of Banco Montepio - Caixa Económica Bancária, S.A.
Member of the Board, Instituto Português de Corporate Governance
Member of the Advisory Board of IJC (ISCTE Junior Consulting)
Professor of Finance Department, ISCTE Business School
Member (non-executive) of the Board of Directors, Member of the Audit Committee and Remuneration Committee, Banco CTT, S.A.
Member of the General and Statutory Audit Board (Financial Matters /Audit Committee), EDP – Energias de Portugal, S.A.
Chair of the Board of the General Meeting, Science 4 YOU, S.A.
Member (non-executive) of the Board of Directors and the Audit Committee, Fundbox - SGFII, SA, Sociedade Gestora de Fundos de Investimento Imobiliário, S.A
Member (non-executive) of the Board of Directors and the Audit Committee, Fundbox - SGFIM, SA, Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.
Member (non-executive) of the Board of Directors and Chair of the Audit Committee, Fundbox - SGFIM, SA, Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.
Member of the Board, INDEG/PROJETOS- Institute for Business Management Development/ Projects
General Director and Member of the Board, INDEG / ISCTE - Institute for Business Management Development/Projects/ISCTE
2015 PhD in Applied Business Management, ISCTE_IUL
Statutory Auditor (ROC), registered with the Institute of Statutory Auditors
Master's in Business Organisation and Management (taught part), ISE
Certified Accountant registered with the Order of Certified Accountants
Degree in Business Organisation and Management, ISCTE

Paulo Jorge dos Santos Fernandes TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Remuneration and Appointments Committee
As one of the founders of GREENVOLT, he promoted the Initial Public Offering (IPO) of the ALTRI subsidiary, then called Bioelétrica da Foz, through an extraordinarily successful operation, which was unique in the Portuguese capital market. He is also a shareholder and director. This group is dedicated to the decentralised production of renewable energy from biomass, solar and wind.
He is one of the founders of RAMADA INVESTIMENTOS E INDÚSTRIA, the current holding company of the Ramada group that was acquired in the 1990s, and has been a shareholder and director since then. Ramada Investimentos' activity includes steel, machining and the manufacturing of mould structures and wire drawing, within the industrial area which is its core business. It is also heavily involved in property, focused on the management of real estate assets, particularly forestry assets, and in financial investment management.
He is also one of the founders of COFINA, a group of which he is a shareholder and director. He has been directly involved as Chair and CEO in the construction and management of the group since its creation, which is a leading player in the media sector in Portugal.
He is one of the founders of ALTRI, the result of the demerger of Cofina, and is also a shareholder and the Vice-Chair, with executive functions in the construction of the group since its foundation. The group has grown significantly through the completion of large and complex mergers and acquisitions. Its industrial units are today a global benchmark for technology and innovation. They operate in the cellulose fibre production sector and in the forest-based renewable energy sector, particularly industrial cogeneration using black liquor and biomass.
505 7. GOVERNANCE REPORT
Vice-Chair of the Board of Directors, Altri S.G.P.S., S.A.
Member of the Board of Directors, A Nossa Aposta - Jogos e Apostas On-Line, S.A.
Member of the Board of Directors, Ramada Investimentos e Indústria, S.A. Member of the Board of Directors, Actium Capital, S.A.
Member of the Board of Directors, Elege Valor, Lda.
Member of the Board of Directors, Cofihold II, S.A.
Member of the Board of Directors, F. Ramada II Imobiliária, S.A.
Member of the Board of Directors, Préstimo - Prestígio Imobiliário, S.A.
Member of the Board of Directors, Articulado - Actividades Imobiliárias, S.A. Member of the Board of Directors, Cofihold, S.A. Member of the Board of Directors, Ramada Aços, S.A.
Member of the Board of Directors, Cofina Media, S.A.
Member of the Board of Directors, Cofina, S.G.P.S, S.A.
Member of the Management, Santos Fernandes & Vieira Matos, Lda.
Member of the Board of Directors, CELPA - Associação da Indústria Papeleira
Member of the Advisory Board in Engineering and Management at IST
Chair of the Statutory Audit Board, BCSD
Member of the Board of Governors of the MBA Alumni Association
Director, SIC
507 7. GOVERNANCE REPORT
Chair of the Board of Directors, ATLANTIS - Cristais de Alcobaça, S.A. Director, Vista Alegre Group, S.A.
Director, CRISAL - Cristais De Alcobaça, S.A.
Member of the Advisory Board, Assoc. Ind. Portuense
President of FEMB (Fédération Européene de Mobilier de Bureau) for Portugal
President of the General Assembly, Assoc. Industr. Águeda
Chair of the Board of Directors, CORTAL
Chief Executive Officer, CORTAL
Deputy Production Director, CORTAL
1984 MBA, NOVA University, Lisbon
1982 Degree in Electronic Engineering, University of Porto

João Manuel Matos Borges de Oliveira
TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Remuneration and Appointments Committee
In 2021, he was actively involved in the preparation of the successful IPO of Greenvolt, (a subsidiary of Altri), of which he is a shareholder and director.
He is one of the founders of Altri, Ramada Investimentos and Cofina, being directly involved in their management from the beginning, and is also a shareholder and director of all three groups. He holds executive functions as Chair and CEO of Ramada Investimentos.
Altri Group 2014 – present Vice-Chair of the Board of Directors, Altri S.G.P.S., S.A.
2018 – present Member of the Remuneration Board of the Serralves Foundation
Chair of the Board of Directors, Ramada Investimentos e Indústria, S.A.
Member of the Board of Directors, Caderno Azul, S.A.
2006 – present Member of the Management Board, Elege Valor, Lda.
2004 – present Member of the Board of Directors, F. Ramada II Imobiliária, S.A.
2002 – present Member of the Board of Directors, Préstimo - Prestígio Imobiliário, S.A.
1997 – present Chair of the Board of Directors, Ramada Aços, S.A. Member of the Board of Directors, Cofihold, S.A.
1992 – present Member of the Board of Directors, Cofina Media, S.A.
1990 – present Member of the Board of Directors, Cofina, S.G.P.S., S.A.
2005 – 2022 Member of the Board of Directors, Cofihold II, S.A.
2011 - 2013 Member of the ISCTE-IUL CFO Advisory Forum
2008 - 2011 Member (non-executive) of the Board of Directors, Zon Multimédia, SGPS, S.A.
2008 - 2015 Chair of the Statutory Audit Board, Porto Business School
1998 – 1999 Member of the Board of Directors, Efacec Capital, S.G.P.S., S.A.
Member (non-executive) of the Board of Directors, Vista Alegre, S.A.
Member (non-executive) of the Board of Directors, Atlantis, S.A.
Chair of the Statutory Audit Board, Industrial Association of the District of Aveiro
Vice-chairman of the General Assembly, Águeda Industrial Association
1989 - 1995 Vice-Chair of the Board of Directors, Cortal
1987 - 1989 Director of Marketing, Cortal
1984 - 1985 Director of Production, Cortal
1982 - 1983 Assistant Director of Production, Cortal
1986 MBA, INSEAD
Degree in Chemical Engineering, Porto University

Ana Rebelo de Carvalho Menéres de Mendonça
TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Altri Group 2014 – present Member of the Board of Directors, Altri S.G.P.S., S.A.
2017 – present Member of the Board of Directors, Cofihold II, S.A.
Member of the Board of Directors, F. Ramada II Imobiliária, S.A.
Member of the Board of Directors, Cofihold, S.A.
Member of the Board of Directors, Cofina, S.G.P.S., S.A. Member of the Board of Directors, Préstimo - Prestígio Imobiliário, S.A. Member of the Board of Directors, Ramada Aços, S.A. Member of the Board of Directors, Ramada Investimentos e Indústria, S.A.
Member of the Board of Directors, Promendo Investimentos, S.A.
2009 - 2018 Member of the Board of Directors, Promendo, S.G.P.S., S.A
1996 - 2018 Member of the Board of Directors, Promendo, S.A.
1994 - 1995 Commercial Department, Citibank
1993 - 1994
Economics Journalist, Semanário Económico newspaper
Degree in Economics, Universidade Católica Portuguesa, Lisbon
513 7. GOVERNANCE REPORT

Pedro Miguel Matos Borges de Oliveira
TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Altri Group 2014 – present Member of the Board of Directors, Altri S.G.P.S., S.A.
2015 – present Member of the Board of Directors, 1 Thing Investments, S.A.
Member of the Board of Directors, Cofihold, S.A.
Member of the Board of Directors, Título Singular, S.A.
Member of the Board of Directors, Cofina, S.G.P.S., S.A. Member of the Board of Directors, F. Ramada II Imobiliária, S.A. Member of the Board of Directors, Préstimo - Prestígio Imobiliário, S.A. Member of the Board of Directors, Ramada Aços, S.A.
Member of the Board of Directors, Ramada Investimentos e Indústria, S.A.
Member of the Board of Directors, Valor Autêntico, S.A.
Member of the Board of Directors, Universal - Afir, S.A.
Member of the Board of Directors, Cofihold II, S.A.
Member of the Board of Directors, F. Ramada - Investimentos, S.G.P.S., S.A.
2006
Member of the Board of Directors, Universal Afir, Aços Especiais e Ferramentas, S.A.
Director of the Department of Saws and Tools, F. Ramada, Aços e Indústrias, S.A.
Assistant Director of the Department of Saws and Tools, F. Ramada, Aços e Indústrias, S.A.
Assistant Director, GALAN, Lda.
Manager, Bemel, Lda.
Management Consultant, Ferágueda, Lda.
Course on Business Valuation, EGE- Escola de Gestão Empresarial
Executive MBA, Porto Business School / ESADE- Barcelona Business School

Degree in Financial Management, Higher Institute of Administration and Management, Porto

Domingos José Vieira de Matos
TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Member of the Board of Directors, Altri, S.G.P.S., S.A. Member of the Board of Directors, Sociedade Imobiliária Porto Seguro – Investimentos Imobiliários, S.A.
2008 – present Member of the Board of Directors, Livrefluxo, S.A. Member of the Board of Directors, Ramada Investimentos e Indústria, S.A.
Member of the Board of Directors, Elege Valor, Lda.
Member of the Board of Directors, Cofihold II, S.A.
Member of the Board of Directors, F. Ramada II Imobiliária, S.A.
Member of the Board of Directors, Préstimo - Prestígio Imobiliário, S.A.
Member of the Board of Directors, Ramada Aços, S.A.
Member of the Board of Directors, Cofina, S.G.P.S., S.A.
Member of the Board of Directors, Santos Fernandes & Vieira Matos, Lda.
Member of the Board of Directors, Universal - Afir, S.A.
1997 – 2022
Member of the Board of Directors, Cofihold, S.A.
Member of the Board of Directors, Electro Cerâmica, S.A.
Member of the Board of Directors, Cortal, S.A.
Degree in Economics, Faculty of Economics, Porto University

Maria Joana Dantas Vaz Pais
TITLE Member of the Board of Directors STATUS Independent COMMITTEES Ethics and Sustainability Committee
Audit, Risk and Related Parties Committee
Altri Group
N/a
N/a
Vice-President, ISEG Lisbon School of Economics & Management, University of Lisbon Full Professor, Lisbon School of Economics & Management, University of Lisbon
Associate Professor with Honours, Lisbon School of Economics & Management, University of Lisbon
Associate Professor, Lisbon School of Economics & Management, University of Lisbon
Assistant Professor, Lisbon School of Economics & Management, University of Lisbon

Assistant Professor, Católica Lisbon School of Business and Economics, Universidade Católica Portuguesa
Assistant Professor, Nova School of Business and Economics, Universidade Nova de Lisboa
2005
PhD in Economics, IDEA, Universitat Autònoma de Barcelona, Spain
Master's in Economics, NOVA University of Lisbon, Portugal
Degree in Economics, University of Coimbra, Portugal
Integrated Annual Report 2022

Céline Dora Judith Abecassis-Moedas
TITLE Member of the Board of Directors STATUS Independent COMMITTEES Ethics and Sustainability Committee
Remuneration and Appointments Committee
Altri Group N/a
Member (non-executive) of the Board of Directors, Lectra (France)
Member (non-executive) of the Board of Directors, Vista Alegre Atlantis
Director of Executive Training, Universidade Católica Portuguesa (Portuguese Catholic University)
Member (non-executive) of the Board of Directors, CUF
Associate Professor with Aggregation, founder and academic director of the Center for Technological Innovation & Entrepreneurship, Universidade Católica Portuguesa
Member (non-executive) of the Board of Directors, Europac
Associate Professor of Strategy & Innovation, Universidade Católica Portuguesa
Professor of Strategy & Innovation and Academic Director of Fashion & Technology, Lectra Chair, ESCP Business School, Paris
Visiting professor, Sloan School of Management, MIT
Assistant Professor of Strategy, Catholic University of Portugal
Assistant Professor of Strategy, School of Business and Management, Queen Mary University of London
Management Consultant, AT Kearney, London
E-Business Product Manager, Lectra, New York
Research Assistant, Orange Labs, Paris
Advanced Financial Statement Analysis" course, Amsterdam Institute of Finance
International Directors Programme, Certified IDP-C in Corporate Governance, INSEAD
'Strategy of Leadership' course, Kellogg School of Management, Northwestern University
PhD in Management Studies (with distinction), Ecole Polytechnique, Paris
Master in Scientific Methods of Management (DEA), Dauphine University, Paris

Degree in Management and Economics, Ecole Normale Supérieure de Cachan / La Sorbonne

António Jorge Viegas de Vasconcelos
TITLE Member of the Board of Directors STATUS Independent COMMITTEES Audit, Risk and Related Parties Committee
Altri Group N/a
Non-executive member of the Board of Directors of the Calouste Gulbenkian Foundation
Member of the Business Advisory Council, INESCTEC Shareholder and member of the Board of Directors, FF New Energy Ventures, S.A.
Director of the course "Regulatory Delivery", European University Institute, Florence School of Regulation;
Part-time lecturer, European University Institute
Member of the Stakeholder and Innovation Council of EDSO (European Distribution System Operators)
Chairman of the General Meeting of the Portuguese Association for Energy Economics (APEEN)
Member of the Advisory Board of SOFID (development finance institution that supports investment projects by Portuguese companies in developing countries)
Co-founder and Chair of the General Meeting of the Portuguese Association of Energy Law (APDEN)
Founding member and Honorary President, European Federation of Energy Law Associations (EFELA)

Chair of the Advisory Board, IASS (Institute for Advanced Sustainability Studies), Potsdam
Visiting Professor, WU Vienna, Executive Master's on Energy Management Member of the Advisory Board, Official Monetary and Financial Institutions Forum
Shareholder, Intelligent Sensing Anywhere, S.A.
Member of the Advisory Board, APREN (Portuguese Renewable Energy Association) Chair of the Board of Directors, NEWES, New Energy Solutions Consultant to various national and international organisations (European Commission, World Bank, etc.) Visiting Professor at the Instituto Superior Técnico
Honorary member, CEER
Founder and member of the Executive Committee of the Florence School of Regulation (joint venture between CEER, European Commission and European University Institute).
Member of the Supervisory Board, Econnext GmbH & Co. KGaA
Shareholder and member of the Board of Directors, Homing Homes
Member of the Comité de Prospective CRE (French Energy Regulatory Commission) Steering Committee
Advisor to the President of the European Commission on energy issues
Co-founder and first President, Portuguese Association for Energy Economics (APEEN - IAEE Associate)
President, Commission for the Reform of Green Taxation created by the Portuguese government

Member of the Portuguese government's "Wise Men Group" on the use of European funds for the period 2014-2020
Member of the General Board, University of Coimbra
President, Portuguese Electric Vehicles Association
Member of the Board of Directors, ISA
Member of the European Commission's Advisory Committee on "Energy Roadmap 2050"
Special Adviser to Commissioner Andris Piebalgs on energy issues for development policy
Alternate member of the Board of Directors, ACER (Agency for the Cooperation of Energy Regulators) appointed by the European Parliament
Member of Novenergia II (private equity fund for renewable energies in Europe)
Member of the Advisory Board, Harvard Program on Environmental Economics
Chair, European Regulators Group for Electricity and Gas (ERGEG), established by the European Commission
Co-founder, Ibero-American Association of Energy Regulatory Authorities (ARIAE)
Co-founder and Vice-President, Centre for Public Law and Regulation Studies (CEDIPRE)
Co-founder and co-chair, EU/US Energy Regulators Roundtable Co-founder and Chair, Council of European Energy Regulators (CEER), a voluntary association of European energy regulators based in Brussels
Appointed by the Portuguese Government as Chair of ERSE
Invited by the Portuguese Government to create the Electricity Regulator (ERSE)

Visiting Professor, University of Pavia (Italy)
Deputy Secretary General, EURELECTRIC (European Association of Electricity companies)
Responsible for the development of the dynamic system simulation program in the Department of Electrical Networks at AEG (Frankfurt); also responsible for the introduction of software engineering in the same department
Research Assistant, Erlangen- University of Nuremberg
Monitor, Faculty of Engineering, University of Porto
Internship, Hoesch (Dortmund)
PhD, University of Erlangen-Nürnberg
Degree in Electrical Engineering, University of Porto

José Armindo Farinha Soares de Pina
TITLE Member of the Board of Directors STATUS Non-Independent COMMITTEES Strategic and Operational Monitoring Committee
Altri Group 2021 – present
Member of the Board of Directors, Biogama, S.A.
Member of the Board of Directors and CEO, Altri, S.G.P.S., S.A.
Member of the Board of Directors, Altri Abastecimento de Madeira, S.A.
Member of the Board of Directors, Altri Florestal, S.A.
Member of the Board of Directors, Biotek, S.A.
Member of the Board of Directors, Caima, S.A.
Member of the Board of Directors, CELBI, S.A.
Member of the Board of Directors, Florestsul, S.A.
Member of the Board of Directors, Greenfiber, S.L.
Outside Altri Group N/a
Corporate Director of Strategy and Business Development for the Asia Pacific region, Dow, China
Vice-Chair of the Board of Directors, CropLife Asia
President, Agricultural Sciences and Biotechnology Division for Asia, Dow, China,
President and Global Chief Executive Officer of AgroFresh Inc., USA
Global Head of Strategy and Business Development, Specialty Chemicals Division, Dow, Switzerland
Global Managing Director, ADC Inc. (non-woven elastic materials unit), Germany
Global Head, Polymers, Health & Hygiene, Dow, USA
Member of the Board of Directors, World Monuments Fund for Portugal
Various sales and marketing management positions for Europe, Middle East and Africa, in the Building Materials and Polymers divisions, Dow, based in Portugal, Germany and Switzerland
2008
Advanced Business Management Programme, INSEAD, France
2005
Advanced Business Management Programme, Indiana University, USA
Business Management Programme, INSEAD, France
Postgraduate Diploma in Construction Management, Instituto Superior Técnico
Bachelor of Science in Civil Engineering, New Jersey Institute of Technology, USA

João Manuel Manso Neto
TITLE Chief Executive Officer STATUS Non-Independent COMMITTEES Ethics and Sustainability Committee
Strategic and Operational Monitoring Committee
Member of the Management, Track Profit Energy, Lda. Chair of the Board of Directors, Energia Unida, S.A. Managing Director, Tresa Energía SL Chair of the Board of Directors, Sustainable Energy One, S.L. Vice Chair of the Board of Directors, V-ridium Power Group sp. z o.o.
2021 – present Advisor, Beaufort Investment Limited Advisor, IGE Investment Limited
Chair of the Board of Directors, EDP - Gestão de Produção de Energia, S.A. (Executive) Member of the Board of Directors, EDP, Energias de Portugal, S.A. Vice-Chair of the Board of Directors, EDP Renováveis, S.A. Chief Executive Officer, EDP Renováveis, S.A. Member of the Board of Directors, Operador del Mercado Ibérico de Energía Polo Español (OMEL) Member of the Board of Directors, Iberian Market - OMIP (Portugal) Member of the Board of Directors, MIBGAS

Chief Executive Officer, Hidrocantábrico Member of the Board of Directors, Naturgás Energia Grupo, S.A.
Director-General EDP– Energias de Portugal, S.A. Member of the Board of Directors, EDP - Gestão de Produção de Energia, S.A. Chief Executive Officer, Hidrocantábrico Member of the Board of Directors, Naturgás Energia Grupo, S.A.
Member of the Board of Directors of the Banco Português de Negócios Group
Professor at the School of Economics, NOVA University Lisbon
Director of the International Credit Division, Banco Português do Atlântico Managing Director (responsible for finance and retail in the Southern region), Banco Português do Atlântico Chief Treasury Officer, BCP Member of the Board of Directors, BCP - Banco de Investimento
Various positions with Big Bank Gdansk, Poland.
Advanced Management Program for Overseas Bankers, Wharton School, United States
Academic component of the Master's Degree in Economics, NOVA University Lisbon
Postgraduate Diploma in European Economy, Catholic University of Portugal
Degree in Economics, Instituto Superior de Economia

Pedro João Reis de Matos Silva
TITLE Chair of the Statutory Audit Board
STATUS Independent
Altri Group N/a
2019 – present
Member of the Representative Assembly of the Order of Statutory Auditors
Founding partner of Sociedade de Revisores Oficiais de Contas, M. Silva, P. Caiado, P. Ferreira & Associados, SROC Lda.
1981 – present Statutory External Auditor
2016 - 2018
Member of the Board of the Order of Statutory Auditors
Member of the Audit Committee of Banco Espírito Santo
1 Altri, SGPS, S.A. (hereinafter "Altri") has announced to the marked on the 6th May 2022 the distribution in kind of Greenvolt shares to its shareholders, by resolution taken at its Shareholders' Annual General Meeting held on 29th April 2022, after which the Company ceased to be a company controlled by Altri.

532 7. GOVERNANCE REPORT
Chair of the Statutory Audit Board of the Portuguese Institute of Statutory Auditors
Chair of the Statutory Audit Board of Banco Português do Atlântico
Economic Advisor to the Prime Minister
Technical Expert and Head of Division and Services Director, IAPMEI - [Institute of Support to Small and Medium-sized Industrial Enterprises[
Auditor at the International Company, A. Andersen
Consultant, Portuguese Industrial Association
Naval Reserve Officer. Military Service in the Navy, Naval Administration
Guest Professor, Higher Institute of Economics and Management (ISEG)
Monitor of the course "Accounting technique/management tools/control methods", INI
Fellow of the Economic Development Institute, World Bank
Course on Industrial Project Analysis, Economic Development Institute, World Bank
Business Management Course, Modules: Management Control, Financial and Investment Management, Cost Analysis Methods
Course in Auditing and Accounting, Centre D'Enseignement Superieur des Affaires (CESA) Versailles, France
Degree in Finance, Instituto Superior de Ciências Económicas e Financeiras
Military College
Integrated Annual Report 2022

Francisco Domingos Ribeiro Nogueira Leite
TITLE Member of the Statutory Audit Board STATUS Independent COMMITTEES Remuneration Committee
N/a
Advisor to the Board of Directors, CP-Comboios de Portugal, E.P.E.
Sole Director, ECOSAÚDE - Educação, Investigação e Consultoria em Trabalho, Saúde e Ambiente, S.A.
Sole Director, FERNAVE- Formação Técnica, Psicologia Aplicada e Consultoria em Transporte e Portos, S.A.
Manager of SAROS - Sociedade de Mediação de Seguros, Lda.
Chair of the Board of Directors, Parvalorem, S.A.
Voting Member of the Board of Directors, Parparticipadas SGPS, S.A.
Voting Member of the Board of Directors, Parups, S.A.
Chair of the Board of Directors, Imofundos - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A.
Chair of the Board of Directors, BPN Serviços - Serviços Administrativos,
Operacionais e Informáticos ACE
Chair of the Board of Directors, Banco EFISA, S.A.
Chair of the Board of Directors, ECOSAÚDE, S.A
Executive Director, Fernave, S.A.
Chair, SIJE, S.A.
Member of the Statutory Audit Board, Euroshore, S.A.
General Secretary, Sociedade Geral de Projetos Industriais e Serviços, S.A. - IPE
Chair of the Board of Directors, BPN Crédito - Instituição Financeira de Crédito, S.A.
Chair of the Board of Directors, BPN (IFI) Cape Verde Chair of the Board of Directors, Real Vida Seguros, S.A.
Lawyer
Degree in Law, School of Law University of Lisbon

Cristina Isabel Linhares Fernandes TITLE Member of the Statutory Audit Board STATUS Independent
Altri Group N/a
Alternate member of the Supervisory Board of BBVA, Instituição Financeira de Crédito S.A.
Sole Auditor at Never Lose, S.A. Sole Auditor at MDM Imobiliária S.A Sole Auditor at Base Item - Actividades Imobiliárias, S.A. Sole Auditor at Título Singular, S.A
Responsible for accounting and the financial area at APAF - Engineering Services, Lda. Sole Auditor at IT-Peers Serviços de Tecnologia de Informação, S.A.
President of the Statutory Audit Board of the Association for Research and Historical and Archaeological Research - Alcaides de Faria
Statutory Auditor at the Sociedade Comercial de Plásticos Chemieuro Unipessoal Lda.
Statutory Auditor and individual consultant

Voting Member of the Statutory Audit Board at Celulose da Beira Industrial (Celbi), S.A
Voting Member on the Statutory Audit Board at Tertir - Terminais de Portugal, S.A
Voting Member on the Statutory Audit Board at Altri, SGPS, S.A Voting Member on the Statutory Audit Board at Cofina, SGPS, S.A Voting Member on the Statutory Audit Board at F. Ramada Investimentos, SGPS, S.A
Voting Member on the Statutory Audit Board at Celulose do Caima, SGPS, S.A
Senior Manager of the Audit Division at Deloitte, Luanda
Manager of the Audit Division at Deloitte, Porto
Senior in the Arthur Andersen Audit Division, Porto
Assistant in the Arthur Andersen Audit Division, Porto
Postgraduate Degree in Web3, Blockchain and Cryptoeconomics Higher Institute of Administration and Management, Porto
2006 - 2007 Executive MBA - EGP - Porto Business School
Postgraduate Diploma in Taxation - Higher Institute of Administration and Management, Porto
Degree in Economics, Faculty of Economics of the University of Coimbra

Fernanda Luíza Z. V. Vieira de Moura
TITLE Chair of the Remuneration Committee
STATUS Independent
Altri Group N/a
Psychotherapist and Coach: Executives, Career, Lifecoaching Trainer and producer of Training content (independent consultant) HR Consultant (Review and Implementation of HR Instruments, Organizational diagnosis and intervention)
2012 - 2021 Corporate Human Resources Director, Elevo Group
Corporate Human Resources Director, Edifer Group
1990 - 1997
Senior Consultant, EGOR PORTUGAL
Recruitment and Selection Consultant, CONSENSO
1 Altri, SGPS, S.A. (hereinafter "Altri") has announced to the marked on the 6th May 2022 the distribution in kind of Greenvolt shares to its shareholders, by resolution taken at its Shareholders' Annual General Meeting held on 29th April 2022, after which the Company ceased to be a company controlled by Altri.

538 7. GOVERNANCE REPORT
Clinical Psychologist, Mentor and Trainer FREELANCER
Psychologist in Public Institution of Social Welfare, Social Volunteers of Bahia (Brazil)
Post-Graduate Qualification in Psychological Coaching, Lisbon Faculty of Psychology
Executive Coaching Certification - Coach graduate by accredited Coach Training program
Global Management Training - Nova Fórum, Universidade Nova de Lisboa
Postgraduate Diploma in Training Organisation and Evaluation, Lisbon Faculty of Psychology (in collaboration with the University Pierre Mendes of Grenoble)
Degree in Psychology - Psychotherapy and Counselling Branch, Lisbon Faculty of Psychology
Integrated Annual Report 2022

Francisco Domingos Ribeiro Nogueira Leite
TITLE Member of the Statutory Audit Board STATUS Independent COMMITTEES Remuneration Committee
Altri Group N/a
Advisor to the Board of Directors, CP-Comboios de Portugal, E.P.E.
Sole Director, ECOSAÚDE - Educação, Investigação e Consultoria em Trabalho, Saúde e Ambiente, S.A.
Sole Director, FERNAVE- Formação Técnica, Psicologia Aplicada e Consultoria em Transporte e Portos, S.A.
Manager of SAROS - Sociedade de Mediação de Seguros, Lda.
Chair of the Board of Directors, Parvalorem, S.A.
Voting Member of the Board of Directors, Parparticipadas SGPS, S.A.
Voting Member of the Board of Directors, Parups, S.A.
Chair of the Board of Directors, Imofundos - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A.
Chair of the Board of Directors, BPN Serviços - Serviços Administrativos,
Operacionais e Informáticos ACE
Chair of the Board of Directors, Banco EFISA, S.A.
Chair of the Board of Directors, ECOSAÚDE, S.A
Executive Director, Fernave, S.A.
Chair, SIJE, S.A.
Member of the Statutory Audit Board, Euroshore, S.A.
General Secretary, Sociedade Geral de Projetos Industriais e Serviços, S.A. - IPE
Chair of the Board of Directors, BPN Crédito - Instituição Financeira de Crédito, S.A.
Chair of the Board of Directors, BPN (IFI) Cape Verde Chair of the Board of Directors, Real Vida Seguros, S.A.
Lawyer
Degree in Law, School of Law University of Lisbon
Under the terms and for the purposes of Article 26-G of the Portuguese Securities Code, as amended, and in accordance with the remuneration policy of the corporate bodies of the Company in force (hereinafter "Remuneration Policy"), the Board of Directors of Greenvolt - Energias Renováveis, S.A. (hereinafter "Greenvolt" or the "Company") has prepared this remuneration report (hereinafter "Report" or "Remuneration Report") for the purpose of providing all its recipients with a comprehensive overview of the remuneration awarded to the members of Greenvolt's management and supervisory bodies during the 2022 financial year.
The remuneration policy for the Greenvolt governing bodies was approved, as a closed company, by unanimous resolution of its Shareholders' General Meeting, taken on 28 June 2021, with a declaration of adherence to the legal rules applicable to public interest entities - arts. 26-A to 26-F of the Portuguese Securities Code - in anticipation of the Company's admission to trading, which took place on 15 July 2021. On the first Shareholders' General Meeting after the conclusion of public offering of the Company's securities - 2022 Shareholders' General Meeting - the Remuneration Policy was revised in light of the new status of the Company as a public interest company, and was approved by the shareholders'.
Among the principles adopted by the policy, in line with best governance practice it is hereby highlighted:
The observance of market rules, through a comparative exercise (benchmark), is essential to remunerate adequately and competitively, taking into consideration the practice of the benchmark market (at national and international level), the business undertaken and the results obtained.
Remuneration shall be based on performance evaluation criteria and objectives of a financial and non-financial nature, aligned with the Company's business strategy, to ensure the effective longterm sustainability of the Company.
The objectives of the remuneration to be awarded are directly associated with the Company's sustainability performance. This will be measured by environmental, social and corporate governance indicators, reflecting the commitment to sustainable development, especially environmental sustainability, and permanent compliance with the Company's values and ethical principles, which constitute a cornerstone of the company's structures and its relationship with all stakeholders.
Remuneration will be defined considering the employment and remuneration conditions of the Company employees, which is achieved through a benchmark exercise against the national and international market, with equivalent functions as a reference, so as to ensure internal equality and a high level of competitiveness.
Considering the degree of complexity and responsibility of the members of the Board of the Shareholders' General Meeting as well as the above mentioned principles and criteria, the remuneration of the members of the Board of the Shareholders' General Meeting will be exclusively fixed, according to market practices and the amounts typically considered for this type of function. The corresponding amount will be paid at each Shareholders' General Meeting attended by the relevant member of the Board.
If remunerated, the remuneration of non-executive directors will be exclusively fixed, paid in duodecimals, which amount its determined by the Remunerations Committee and revised periodically, if necessary, considering the best market practices for the exercise of equivalent functions in comparable companies that are similar in business segment and geography.
Without prejudice to its fixed nature, remuneration of non-executive directors may be differentiated as a function of: i) the value they create for the Company due to their experience acquired over the years in executive functions previously performed in the Company or in other similar companies; ii) their recognised expertise and knowledge of the Company's business; and iii) assuming responsibilities in Committees designated by the Board to monitor day-to-day management.
The remuneration of executive directors has two components: (1) a fixed component, corresponding to an amount paid in duodecimals, to be aligned with the base remuneration practised by comparable companies, considering the market capitalization, size and risk profile, by reference to the sector and geography where the Company operates, and weighted by the average remuneration base of Greenvolt employees; (2) a variable component, which includes:
• a short term variable bonus, attributed annually and paid in the first half of the year following the year of attribution, once the accounts have been approved, which cannot be higher than the fixed annual remuneration; this bonus is based on the individual performance of each executive director, taking into account the corresponding annual individual assessment, according to the annual key performance indicators set for the financial year 2022, as follows: i) of a quantitative nature (65%) - ESG indicators (5%), Net Profit (25%), EBITDA (35%) - ii) and, of a qualitative nature (35%);
• a medium-term variable bonus, in the form of phantom shares, which value is fixed a priori by reference to the closing price of the day on which the Company's shares were admitted to trading on a regulated market (Euronext Lisbon) and may be exercised by a maximum amount of 50% (fifty per cent) within 3 (three) years from the date they are granted and by a maximum amount of 50% (fifty per cent) within 4 (four) years, also as from the date they are granted, without any time limitation, upon verifying and complying with the quantitative performance goals associated to the Total Shareholder Return, this being the reason why payment is not guaranteed. Phantom shares establish a correlation between the performance of the executive directors and the Company's long-term interests associated to its profitability and development, without transferring share ownership to the executive directors.
Once determined, awarded and paid, the variable component of remuneration may not be refunded by the executive director who received it, even in the event of early termination, for whatever reason, of his/her functions, without prejudice to the Company's general right to compensation in the event of damages caused by the actions of the executive directors, which includes the right to withhold amounts awarded, but not yet paid, as a variable component of remuneration.
The following benefits are also provided to Executive Directors:
The overall amount of the benefits attributed to the executive directors does not represent more than 5% of the fixed annual remuneration. There are no bonuses or benefits attributed to the other members of the managing or supervisory bodies.
There are, at the present date, no supplementary pension or early retirement schemes, nor any share allotment or stock option plans.
The members of the Statutory Audit Board shall have a fixed remuneration, in accordance with fees that are appropriate for the performance of their duties and in line with market practice.
The remuneration of the Statutory External Auditor will be fixed, considering the appropriate fees for the performance of its duties in line with market practice. The remuneration shall be set in the relevant services agreement, which shall be entered into for these purposes, under the supervision of the Statutory Audit Board.
Under the combined terms of the provisions of Article 11(1)(e) and of Article 22 of the Company's Articles of Association, the Shareholders' Remuneration Committee is the entity responsible for approving the remuneration of the Company's corporate bodies, with the exception of the remuneration of the Statutory External Auditor, whose remuneration is established in the relevant service agreement to be entered into for such purpose, under the supervision of the Statutory Audit Board. The Committee is elected by the Shareholders' General Meeting and carries out its activity in compliance with the Remuneration Policy also approved by the Shareholders' General Meeting.
The individual performance evaluation process of each director is annual and must be supported by concrete evidence, made available to the Remuneration Committee of Greenvolt by the Strategic and Operational Monitoring Committee and/or other committees supporting the Board of Directors from whom the Shareholders' Remuneration Committee may request the information it deems relevant.
The Chair of the Board received 5,000.00 € and the Secretary of the Board was paid 1,500.00 € for attending the Shareholders' General Meeting of 29 April 2022.
| Non-Executive Directors |
Fixed Remuneration Gross Value |
Fixed Remuneration Net Value |
Short Term Variable Remuneration |
Medium Term Variable Remuneration |
|
|---|---|---|---|---|---|
| Clara Raposo* (Chair, independent) |
73,337.00 € | 43,486.74€ | N/A | N/A | |
| Clementina Barroso** (Chair, independent) |
50,666.67 € | 29,723.34 € | N/A | N/A | |
| Paulo Fernandes (non-independent) |
99,999.96 € | 58,303.92 € | N/A | N/A | |
| João Borges de Oliveira (non-independent) |
99,999.96 € | 50,911.92 € | N/A | N/A | |
| Ana Mendonça (non-independent) |
45,000.00 € | 26,778.00 € | N/A | N/A | |
| Pedro Borges de Oliveira (non-independent) |
45,000.00 € | 27,006.00 € | N/A | N/A | |
| Domingos de Matos (non-independent) |
45,000.00 € | 28,305.00 € | N/A | N/A | |
| Céline Abecassis Moedas (independent) |
52,500.00 € | 31,509.00 € | N/A | N/A | |
| Jorge Vasconcelos (independent) |
48,000.00 € | 28,532.00 € | N/A | N/A | |
| José Soares de Pina (non-independent) |
N/A | N/A | N/A | N/A |

| Non-Executive Directors |
Fixed Remuneration Gross Value |
Fixed Remuneration Net Value |
Short Term Variable Remuneration |
Medium Term Variable Remuneration |
|---|---|---|---|---|
| Joana Pais*** (independent) |
4,000.00 € | 2,380.00 € | N/A | N/A |
| Executive Directors | Fixed Remuneration Gross Value |
Fixed Remuneration Net Value |
Short Term Variable Remuneration |
Medium Term Variable Remuneration |
| João Manso Neto | 849,992.00 € | 447,450.96 € | 350,000.00 € | Deferred to 2024 and 2025**** |
*The remuneration indicated corresponds to the exercise period from 1 January 2022 to 22 November 2022, date of resignation as Company director.
**The amount corresponds to the remuneration for the period from January 1, 2022 to November 22, 2022, regarding the performance of duties as member of the Board of Directors and member of the Committees supporting the Board of Directors, namely the Audit, Risk and Related Parties Committee and the Ethics and Sustainability Committee, and to the remuneration for the performance of duties as Chairman of the Board of Directors, Chairman of the Audit, Risk and Related Parties Committee and member of the Ethics and Sustainability Committee, for the period from 22 November 2022 to 31 December 2022, following Clara Raposo's resignation.
*** The remuneration corresponds to the exercise period from 22 November 2022 to 31 December 2022.
*** In accordance with that described in points 69 and 70 above, this executive director has phantom shares corresponding to the valuation of an investment of two million euros by reference to the closing price of the Greenvolt share on the date of the IPO - 15 July 2021 - exercisable for 50% of its total amount from 2024 and 2025, respectively.
According to the assessment of the Remuneration Committee, supported by the information provided by Greenvolt's Strategic and Operational Monitoring Committee, the Chief Executive Officer fully met the key performance indicators for the 2022 financial year, and was awarded the maximum value of the short term variable component in the amount of 350,000.00 €, which represents the maximum relative payout of 70%, assuming as denominator the equivalent fixed remuneration for a full year of service, in the amount of 500,000.00 €.
The remuneration of each Greenvolt Director, attributed by controlled and group* companies, with reference to the financial year 2022, is set out in the following table:
| Non-executive Directors | Fixed Remuneration | Variable Remuneration | |
|---|---|---|---|
| Paulo Fernandes (non-independent) | 490,310.00 € | N/A | |
| João Borges de Oliveira (non-independent) | 490,310.00 € | N/A | |
| Ana Mendonça (non-independent) | 109,900.00 € | N/A | |
| Pedro Borges de Oliveira (non-independent) | 282,500.00 € | N/A | |
| Domingos de Matos (non-independent) | 282,500.00 € | N/A | |
| José Soares de Pina (non-independent) | 449,964.00 € | 420,036.00 € |
*Altri, SGPS, S.A. (hereinafter "Altri") has announced to the marked on the 6th May 2022 the distribution in kind of Greenvolt shares to its shareholders, by resolution taken at its Shareholders' Annual General Meeting held on 29 April 2022, after which the Company ceased to be a company controlled by Altri.
| Name | Fixed remuneration Gross Amount |
Fixed Remuneration Net Amount |
|---|---|---|
| Pedro João Reis de Matos Silva (Chair) | 30,000.00€ | 18,242.00€ |
| Francisco Domingos Ribeiro Nogueira Leite (Member) | 10,000.00€ | 6,710.00€ |
| Cristina Isabel Linhares Fernandes (Member) | 10,000.00€ | 6,710.00€ |
In 2022, the fees of the entities of the Deloitte universe relating to the audit and legal review of the annual accounts of all the companies comprising the Greenvolt Group amounted to 148,708.00 €. In addition, Deloitte's global fees in respect of assurance services other than auditing services rendered, namely the services included in Point 46 for other assurance services, which include other non-audit services, amounted to 561,000.00 €.
In addition, the services provided by Deloitte & Associados, SROC S.A. or by companies belonging to the Deloitte network in Portugal or abroad to the Company or to companies in a control or group relationship are listed below:
| Audit | Reliability assurance services |
Tax consulting services |
Other services |
TOTAL | |
|---|---|---|---|---|---|
| Year-end total | |||||
| By the company | 82,400.00€ | 561,000.00€ | - 107,000.00€ | 750,400.00€ | |
| 11.0% | 74.8% | 0.0% | 14,3% | 100,0% | |
| By companies belonging to the group | 205,008.00 € | 23,300.00€ | 18,884.00€ | 15,000.00€ | 262,192.00€ |
| 78.2% | 8.9% | 7.2% | 5,7% | 100,0% | |
| Total | 287,408.00€ | 584,300.00€ | 18,884.00€ | 122,000.00€ | 1,012,592.00€ |
| 28.4% | 57.7% | 1.9% | 12,0% | 100,0% |
Notes:
a) The amount of fees for auditing and reliability assurance services are presented on the basis of the financial year to which they refer, regardless of whether or not they are billed in the financial year itself, while the remaining fees are presented on the basis of the billing that took place.
b) The above fees for other services consider 15,000.00 € regarding services provided to Altri, SGPS, S.A. until 6 May 2023, as a group company, for consultancy services associated with the implementation of the EU Taxonomy.
c) The amount relating to "Other Services" includes due diligence services.

In 2022 financial year, the Remuneration Policy was fully applied, with no derogation from its terms and no departure from its procedures.
547 7. GOVERNANCE REPORT

| 8.1 Proposal For The Appropriation Of Results | 549 |
|---|---|
| 8.2 Declaration | 549 |
| 8.3 Article 447 | 551 |
| 8.4 Qualifying holdings | 555 |
| 8.5 Statutory Audit Report | 557 |
| 8.6 Report and Opinion of the Statutory Audit Board | 570 |
| 8.7 Sustainability Annexes | 574 |
| 8.7.1 GRI Content Index | 575 |
| 8.7.2 Correspondence table with requirements of Decree Law no. 89/2017 |
587 |
| 8.7.3 Taxonomy Alignment | 590 |
| 8.7.4 Green Bonds Reports | 595 |
| 8.7.5 External Verification Letter | 616 |
| 8.7.6 Methodological Notes | 618 |
| 8.8 Glossary | 626 |
The Board of Directors proposes to the General Meeting that, under the applicable legal and statutory terms, the earnings of the financial year, in the amount of 3,525,298.19 Euros (three million, five hundred and twenty-five thousand, two hundred and ninety-eight euros and nineteen cents), be distributed as follows:
For the purpose of the provisions of Article 29-G(1)(c) of the Securities Code, the members of the Board of Directors of Greenvolt - Energias Renováveis, S.A., hereby declare that, to the best of their knowledge, the management report, the individual and consolidated annual accounts, the auditor's report and other accounting documents (i) were prepared in accordance with the applicable accounting standards, giving a true and fair view of the assets and liabilities, the financial position and the results of Greenvolt - Energias Renováveis, S.A. and the companies included in its consolidation perimeter, and (ii) present fairly the evolution of the business, the performance and the position of Greenvolt - Energias Renováveis, S.A. and the companies included in its consolidation perimeter, and (iii) contain a description of the main risks that Greenvolt - Energias Renováveis, S.A. faces in its activity.
Integrated Annual Report 2022
Clementina Maria Dâmaso de Jesus Silva Barroso
Paulo Jorge dos Santos Fernandes
João Manuel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
Pedro Miguel Matos Borges de Oliveira
Domingos José Vieira de Matos
Maria Joana Dantas Vaz Pais
Céline Dora Judith Abecassis-Moedas
António Jorge Viegas de Vasconcelos
José Armindo Farinha Soares de Pina
João Manuel Manso Neto
Disclosure of the number of shares and other securities issued by the Company that are held by members of the management and supervisory bodies:
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 3 057 511 |
| 25-May-22 | Div. In Kind | 7 027 673 | 6.780000 | Euronext Lisbon | 10 085 184 |
| 5-Jul-22 | Subscription | 2 951 707 | 5.620000 | Euronext Lisbon | 13 036 891 |
| 14-Oct-22 | Buy | 455 | 7.140000 | Euronext Lisbon | 13 037 346 |
| 14-Oct-22 | Buy | 2 084 | 7.140000 | Euronext Lisbon | 13 039 430 |
| 14-Oct-22 | Buy | 142 | 7.150000 | Euronext Lisbon | 13 039 572 |
| 14-Oct-22 | Buy | 600 | 7.150000 | Euronext Lisbon | 13 040 172 |
| 14-Oct-22 | Buy | 360 | 7.150000 | Euronext Lisbon | 13 040 532 |
| 14-Oct-22 | Buy | 1 250 | 7.150000 | Euronext Lisbon | 13 041 782 |
| 14-Oct-22 | Buy | 109 | 7.150000 | Euronext Lisbon | 13 041 891 |
| 14-Oct-22 | Buy | 2 000 | 7.120000 | Euronext Lisbon | 13 043 891 |
| 14-Oct-22 | Buy | 2 000 | 7.120000 | Euronext Lisbon | 13 045 891 |
| 14-Oct-22 | Buy | 1 000 | 7.120000 | Euronext Lisbon | 13 046 891 |
| 14-Oct-22 | Buy | 268 | 7.120000 | Euronext Lisbon | 13 047 159 |
| 14-Oct-22 | Buy | 40 | 7.120000 | Euronext Lisbon | 13 047 199 |
| 14-Oct-22 | Buy | 685 | 7.120000 | Euronext Lisbon | 13 047 884 |
| 14-Oct-22 | Buy | 600 | 7.120000 | Euronext Lisbon | 13 048 484 |
| 14-Oct-22 | Buy | 540 | 7.120000 | Euronext Lisbon | 13 049 024 |
| 14-Oct-22 | Buy | 600 | 7.130000 | Euronext Lisbon | 13 049 624 |
| 14-Oct-22 | Buy | 44 | 7.130000 | Euronext Lisbon | 13 049 668 |
| 14-Oct-22 | Buy | 1 590 | 7.130000 | Euronext Lisbon | 13 051 258 |
| 14-Oct-22 | Buy | 633 | 7.130000 | Euronext Lisbon | 13 051 891 |
| 14-Oct-22 | Buy | 15 | 7.120000 | Euronext Lisbon | 13 051 906 |
| 14-Oct-22 | Buy | 600 | 7.120000 | Euronext Lisbon | 13 052 506 |
| 14-Oct-22 | Buy | 550 | 7.120000 | Euronext Lisbon | 13 053 056 |
| 14-Oct-22 | Buy | 639 | 7.120000 | Euronext Lisbon | 13 053 695 |
| 14-Oct-22 | Buy | 725 | 7.120000 | Euronext Lisbon | 13 054 420 |
| 14-Oct-22 | Buy | 1 960 | 7.130000 | Euronext Lisbon | 13 056 380 |
| 14-Oct-22 | Buy | 185 | 7.120000 | Euronext Lisbon | 13 056 565 |
| 14-Oct-22 | Buy | 1 194 | 7.120000 | Euronext Lisbon | 13 057 759 |
| 14-Oct-22 | Buy | 1 250 | 7.140000 | Euronext Lisbon | 13 059 009 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 600 | 7.140000 | Euronext Lisbon | 13 059 609 |
| 14-Oct-22 | Buy | 2 000 | 7.140000 | Euronext Lisbon | 13 061 609 |
| 14-Oct-22 | Buy | 1 950 | 7.140000 | Euronext Lisbon | 13 063 559 |
| 14-Oct-22 | Buy | 829 | 7.140000 | Euronext Lisbon | 13 064 388 |
| 14-Oct-22 | Buy | 295 | 7.140000 | Euronext Lisbon | 13 064 683 |
| 14-Oct-22 | Buy | 2 898 | 7.140000 | Euronext Lisbon | 13 067 581 |
| 14-Oct-22 | Buy | 9 000 | 7.150000 | Euronext Lisbon | 13 076 581 |
| 14-Oct-22 | Buy | 1 724 | 7.150000 | Euronext Lisbon | 13 078 305 |
| 14-Oct-22 | Buy | 2 887 | 7.150000 | Euronext Lisbon | 13 081 192 |
| 14-Oct-22 | Buy | 1 151 | 7.150000 | Euronext Lisbon | 13 082 343 |
| 14-Oct-22 | Buy | 2 000 | 7.150000 | Euronext Lisbon | 13 084 343 |
| 14-Oct-22 | Buy | 484 | 7.120000 | Euronext Lisbon | 13 084 827 |
| 14-Oct-22 | Buy | 2 064 | 7.120000 | Euronext Lisbon | 13 086 891 |
| 14-Oct-22 | Buy | 357 | 7.130000 | Euronext Lisbon | 13 087 248 |
| 14-Oct-22 | Buy | 1 270 | 7.130000 | Euronext Lisbon | 13 088 518 |
| 14-Oct-22 | Buy | 373 | 7.130000 | Euronext Lisbon | 13 088 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 089 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 090 891 |
| 14-Oct-22 | Buy | 975 | 7.230000 | Euronext Lisbon | 13 091 866 |
| 14-Oct-22 | Buy | 25 | 7.230000 | Euronext Lisbon | 13 091 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 092 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 093 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 094 891 |
| 14-Oct-22 | Buy | 1 000 | 7.230000 | Euronext Lisbon | 13 095 891 |
| 14-Oct-22 | Buy | 6 | 7.230000 | Euronext Lisbon | 13 095 897 |
| 14-Oct-22 | Buy | 994 | 7.230000 | Euronext Lisbon | 13 096 891 |
| 14-Oct-22 | Buy | 573 | 7.230000 | Euronext Lisbon | 13 097 464 |
| 14-Oct-22 | Buy | 1 250 | 7.240000 | Euronext Lisbon | 13 098 714 |
| 14-Oct-22 | Buy | 125 | 7.250000 | Euronext Lisbon | 13 098 839 |
| 14-Oct-22 | Buy | 270 | 7.250000 | Euronext Lisbon | 13 099 109 |
| 14-Oct-22 | Buy | 2 000 | 7.250000 | Euronext Lisbon | 13 101 109 |
| 14-Oct-22 | Buy | 1 132 | 7.200000 | Euronext Lisbon | 13 102 241 |
| 14-Oct-22 | Buy | 1 368 | 7.200000 | Euronext Lisbon | 13 103 609 |
| 14-Oct-22 | Buy | 616 | 7.200000 | Euronext Lisbon | 13 104 225 |
| 14-Oct-22 | Buy | 220 | 7.200000 | Euronext Lisbon | 13 104 445 |
| 14-Oct-22 | Buy | 1 664 | 7.200000 | Euronext Lisbon | 13 106 109 |
| 14-Oct-22 | Buy | 1 500 | 7.290000 | Euronext Lisbon | 13 107 609 |
| 14-Oct-22 | Buy | 500 | 7.290000 | Euronext Lisbon | 13 108 109 |
| 14-Oct-22 | Buy | 700 | 7.290000 | Euronext Lisbon | 13 108 809 |
| 14-Oct-22 | Buy | 1 250 | 7.290000 | Euronext Lisbon | 13 110 059 |
| 14-Oct-22 | Buy | 11 000 | 7.300000 | Euronext Lisbon | 13 121 059 |
| 14-Oct-22 | Buy | 1 100 | 7.300000 | Euronext Lisbon | 13 122 159 |
| 14-Oct-22 | Buy | 4 732 | 7.300000 | Euronext Lisbon | 13 126 891 |
| 14-Oct-22 | Buy | 2 500 | 7.300000 | Euronext Lisbon | 13 129 391 |
| 14-Oct-22 | Buy | 1 447 | 7.300000 | Euronext Lisbon | 13 130 838 |
| 14-Oct-22 | Buy | 1 053 | 7.300000 | Euronext Lisbon | 13 131 891 |
552 8. APPENDICES
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 1 433 | 7.300000 | Euronext Lisbon | 13 133 324 |
| 14-Oct-22 | Buy | 2 486 | 7.300000 | Euronext Lisbon | 13 135 810 |
| 14-Oct-22 | Buy | 14 | 7.300000 | Euronext Lisbon | 13 135 824 |
| 14-Oct-22 | Buy | 1 067 | 7.300000 | Euronext Lisbon | 13 136 891 |
| 14-Oct-22 | Buy | 800 | 7.300000 | Euronext Lisbon | 13 137 691 |
| 14-Oct-22 | Buy | 600 | 7.330000 | Euronext Lisbon | 13 138 291 |
| 14-Oct-22 | Buy | 2 400 | 7.330000 | Euronext Lisbon | 13 140 691 |
| 14-Oct-22 | Buy | 3 626 | 7.390000 | Euronext Lisbon | 13 144 317 |
| 14-Oct-22 | Buy | 180 | 7.390000 | Euronext Lisbon | 13 144 497 |
| 14-Oct-22 | Buy | 21 194 | 7.390000 | Euronext Lisbon | 13 165 691 |
| 14-Oct-22 | Buy | 1 200 | 7.350000 | Euronext Lisbon | 13 166 891 |
| 14-Oct-22 | Buy | 2 500 | 7.340000 | Euronext Lisbon | 13 169 391 |
| 14-Oct-22 | Buy | 467 | 7.340000 | Euronext Lisbon | 13 169 858 |
| 14-Oct-22 | Buy | 540 | 7.340000 | Euronext Lisbon | 13 170 398 |
| 14-Oct-22 | Buy | 175 | 7.340000 | Euronext Lisbon | 13 170 573 |
| 14-Oct-22 | Buy | 402 | 7.340000 | Euronext Lisbon | 13 170 975 |
| 14-Oct-22 | Buy | 856 | 7.340000 | Euronext Lisbon | 13 171 831 |
| 14-Oct-22 | Buy | 60 | 7.340000 | Euronext Lisbon | 13 171 891 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 174 391 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 176 891 |
| 14-Oct-22 | Buy | 200 | 7.510000 | Euronext Lisbon | 13 177 091 |
| 14-Oct-22 | Buy | 1 800 | 7.510000 | Euronext Lisbon | 13 178 891 |
| 14-Oct-22 | Buy | 700 | 7.510000 | Euronext Lisbon | 13 179 591 |
| 14-Oct-22 | Buy | 675 | 7.510000 | Euronext Lisbon | 13 180 266 |
| 14-Oct-22 | Buy | 700 | 7.510000 | Euronext Lisbon | 13 180 966 |
| 14-Oct-22 | Buy | 211 | 7.510000 | Euronext Lisbon | 13 181 177 |
| 14-Oct-22 | Buy | 111 | 7.520000 | Euronext Lisbon | 13 181 288 |
| 14-Oct-22 | Buy | 1 820 | 7.520000 | Euronext Lisbon | 13 183 108 |
| 14-Oct-22 | Buy | 914 | 7.520000 | Euronext Lisbon | 13 184 022 |
| 14-Oct-22 | Buy | 914 | 7.520000 | Euronext Lisbon | 13 184 936 |
| 14-Oct-22 | Buy | 159 | 7.520000 | Euronext Lisbon | 13 185 095 |
| 14-Oct-22 | Buy | 1 427 | 7.520000 | Euronext Lisbon | 13 186 522 |
| 14-Oct-22 | Buy | 98 | 7.520000 | Euronext Lisbon | 13 186 620 |
| 14-Oct-22 | Buy | 271 | 7.520000 | Euronext Lisbon | 13 186 891 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 189 391 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 191 891 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 194 391 |
| 14-Oct-22 | Buy | 2 500 | 7.540000 | Euronext Lisbon | 13 196 891 |
| 14-Oct-22 | Buy | 600 | 7.550000 | Euronext Lisbon | 13 197 491 |
| 14-Oct-22 | Buy | 387 | 7.550000 | Euronext Lisbon | 13 197 878 |
| 14-Oct-22 | Buy | 34 | 7.550000 | Euronext Lisbon | 13 197 912 |
| 14-Oct-22 | Buy | 1 479 | 7.550000 | Euronext Lisbon | 13 199 391 |
| 14-Oct-22 | Buy | 2 500 | 7.550000 | Euronext Lisbon | 13 201 891 |
| 14-Oct-22 | Buy | 2 500 | 7.550000 | Euronext Lisbon | 13 204 391 |
| 14-Oct-22 | Buy | 2 000 | 7.550000 | Euronext Lisbon | 13 206 391 |
| 14-Oct-22 | Buy | 500 | 7.550000 | Euronext Lisbon | 13 206 891 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 209 391 |
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 211 891 |
| 14-Oct-22 | Buy | 110 | 7.500000 | Euronext Lisbon | 13 212 001 |
| 14-Oct-22 | Buy | 2 500 | 7.500000 | Euronext Lisbon | 13 214 501 |
| 14-Oct-22 | Buy | 2 390 | 7.500000 | Euronext Lisbon | 13 216 891 |
| 14-Oct-22 | Buy | 2 500 | 7.450000 | Euronext Lisbon | 13 219 391 |
| 14-Oct-22 | Buy | 325 | 7.450000 | Euronext Lisbon | 13 219 716 |
| 14-Oct-22 | Buy | 600 | 7.450000 | Euronext Lisbon | 13 220 316 |
| 14-Oct-22 | Buy | 1 900 | 7.450000 | Euronext Lisbon | 13 222 216 |
| 14-Oct-22 | Buy | 586 | 7.450000 | Euronext Lisbon | 13 222 802 |
| 14-Oct-22 | Buy | 2 486 | 7.450000 | Euronext Lisbon | 13 225 288 |
| 14-Oct-22 | Buy | 14 | 7.450000 | Euronext Lisbon | 13 225 302 |
| 14-Oct-22 | Buy | 1 589 | 7.450000 | Euronext Lisbon | 13 226 891 |
| 14-Oct-22 | Buy | 2 500 | 7.400000 | Euronext Lisbon | 13 229 391 |
| 14-Oct-22 | Buy | 308 | 7.400000 | Euronext Lisbon | 13 229 699 |
| 14-Oct-22 | Buy | 697 | 7.400000 | Euronext Lisbon | 13 230 396 |
| 14-Oct-22 | Buy | 1 087 | 7.400000 | Euronext Lisbon | 13 231 483 |
| 14-Oct-22 | Buy | 716 | 7.400000 | Euronext Lisbon | 13 232 199 |
| 14-Oct-22 | Buy | 726 | 7.400000 | Euronext Lisbon | 13 232 925 |
| 14-Oct-22 | Buy | 200 | 7.470000 | Euronext Lisbon | 13 233 125 |
| 14-Oct-22 | Buy | 71 | 7.480000 | Euronext Lisbon | 13 233 196 |
| 14-Oct-22 | Buy | 3 173 | 7.480000 | Euronext Lisbon | 13 236 369 |
| 14-Oct-22 | Buy | 522 | 7.480000 | Euronext Lisbon | 13 236 891 |
| 14-Oct-22 | Buy | 178 | 7.480000 | Euronext Lisbon | 13 237 069 |
| 14-Oct-22 | Buy | 9 822 | 7.480000 | Euronext Lisbon | 13 246 891 |
| 14-Oct-22 | Buy | 473 | 7.490000 | Euronext Lisbon | 13 247 364 |
| 14-Oct-22 | Buy | 600 | 7.490000 | Euronext Lisbon | 13 247 964 |
| 14-Oct-22 | Buy | 1 400 | 7.490000 | Euronext Lisbon | 13 249 364 |
| 14-Oct-22 | Buy | 476 | 7.490000 | Euronext Lisbon | 13 249 840 |
| 14-Oct-22 | Buy | 3 415 | 7.490000 | Euronext Lisbon | 13 253 255 |
| 14-Oct-22 | Buy | 600 | 7.500000 | Euronext Lisbon | 13 253 855 |
| 14-Oct-22 | Buy | 2 000 | 7.500000 | Euronext Lisbon | 13 255 855 |
| 14-Oct-22 | Buy | 1 250 | 7.500000 | Euronext Lisbon | 13 257 105 |
| 14-Oct-22 | Buy | 399 | 7.500000 | Euronext Lisbon | 13 257 504 |
| 14-Oct-22 | Buy | 4 387 | 7.500000 | Euronext Lisbon | 13 261 891 |
| 31-Dec-22 | - | - | - | - | 13 261 891 |
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 1 740 106 |
| 25-May-22 | Div. In Kind | 7 937 438 | 6,780000 | Euronext Lisbon | 9 677 544 |
| 5-Jul-22 | Subscription | 2 423 859 | 5,620000 | Euronext Lisbon | 12 101 403 |
| 31-Dec-22 | - | - | - | - | 12 101 403 |
Date Type Volume Price (€) Place No. of shares 31-Dec-21 - - - - 1 872 743 25-May-22 Div. In Kind 9 805 310 6.780000 Euronext Lisbon 11 678 053 5-Jul-22 Subscription 1 711 884 5.620000 Euronext Lisbon 13 389 937 31-Dec-22 - - - - 13 389 937
Ana Rebelo Menéres de Mendonça (imputation through PROMENDO INVESTIMENTOS, S.A.)
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31-Dec-21 | - | - | - | - | 961 711 |
| 25-May-22 | Div. In Kind | 5 259 520 | 6.780000 | Euronext Lisbon | 6 221 231 |
| 5-Jul-22 | Subscription | 1 308 358 | 5.620000 | Euronext Lisbon | 7 529 589 |
| 31-Dec-22 | - | - | - | - | 7 529 589 |
Note: in the combined terms of article 20, no. 1, paragraphs b), d), j), the sum of the voting rights attributable to the shareholdings held, directly or indirectly, by the shareholders mentioned in points a) to e) of the referred article, is greater than 50% (fifty percent) of the total voting rights of the Company.
In compliance with the provisions of Article 8(1)(b) of CMVM (Portuguese Securities Market Commission) Regulation no. 5/2008, the following information is provided with regard to the qualifying shares held by shareholders in the share capital of Greenvolt on 31 December 2022, identifying the respective attribution of voting rights pursuant to Article 20(1) of the Portuguese Securities Code.
| Name | No. of shares |
|---|---|
| Ana Rebelo de Carvalho Menéres de Mendonça (a) | 13.389.937 |
| João Manuel Matos Borges de Oliveira (b) | 12.101.403 |
| Paulo Jorge dos Santos Fernandes (c) | 13.261.891 |
| Domingos José Vieira de Matos (d) | 11.665.206 |
| Pedro Miguel Matos Borges de Oliveira (e) | 7.529.589 |
(a) The 13,389,937 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by PROMENDO INVESTIMENTOS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is a director and controlling shareholder.
(b) The 12,101,403 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company CADERNO AZUL, S.A., of which the director João Manuel Matos Borges de Oliveira is a director and controlling shareholder.
(c) The 13, 261,891 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company ACTIUM CAPITAL, S.A., of which the director Paulo Jorge dos Santos Fernandes is a director and controlling shareholder.
(d) The 11,665,206 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by LIVREFLUXO, S.A., of which the director Domingos José Vieira de Matos is a director and controlling shareholder.
(e) The 7,529,589 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company 1 THING, INVESTMENTS, S.A., of which the director Pedro Miguel Matos Borges de Oliveira is a director and controlling shareholder. Note: by reference to Article 20(1)(b),(d) and (j) of the Portuguese Securities Code, the sum of the voting rights attributable to the shares held directly or indirectly by the shareholders referred to in the previous paragraphs (a) to (e), is higher than 50% (fifty per cent) of the total voting rights of the Company.
| No. of shares |
% of direct voting rights |
|---|---|
| 23,154,783 | 16.64% |
| 4,404,783 | 3.17% |
| 18,750,000 | 13.47% |
| Exceeding 5% of the voting rights | No. of shares |
% of direct voting rights |
|---|---|---|
| PROMENDO INVESTIMENTOS, S.A. (a) | 13.389.937 | 9.62% |
| (a) The 13,389,937 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by PROMENDO INVESTIMENTOS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is a director and controlling shareholder |
||
| ACTIUM CAPITAL, S.A. (b)* | 13.261.891 | 9.53% |
| (b) The 13,261,891 shares of Greenvolt - Energias Renováveis, S.A. held by ACTIUM CAPITAL, S.A. are considered to be held by Paulo Jorge dos Santos Fernandes, its director and controlling shareholder |
||
| CADERNO AZUL, S.A. (c) | 12.101.403 | 8.70% |
| (c) The 12,101,403 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company CADERNO AZUL, S.A., of which the director João Manuel Matos Borges de Oliveira is a director and controlling shareholder |
||
| LIVREFLUXO, S.A. (d) | 11.665.206 | 8.38% |
| (d) The 11,665,206 shares of Greenvolt - Energias Renováveis, S.A. held by LIVREFLUXO, S.A. are considered to be attributable to Domingos José Vieira de Matos, its director and controlling shareholder |
||
| 1 THING, INVESTMENTS, S.A. (e) | 7.529.589 | 5.41% |
| (e) The 7,529,589 shares correspond to the total shares of Greenvolt - Energias Renováveis, S.A. held by the company 1 THING, INVESTMENTS, S.A., of which the director Pedro Miguel Matos Borges de Oliveira is a director and controlling shareholder. |
||
| V-RIDIUM EUROPE SP. Z O. O. and KWE PARTNERS(f) | 12.841.808 | 9.23% |
| (f) Actium Capital S.A. notified the market, on 26 January 2023, of an increase in its shareholder position to 10.00% and V-Ridium Europe S.P. (which includes KWE Partners and CEEV Partners by consolidation of the same shareholder base) notified the market, on |
30 March 2023, of an increase in its shareholder position to 9.57%.
Source: latest communications received from the owners of qualifying holdings addressed to the Company as of 31 December 2022.
Integrated Annual Report 2022
| Description of the most significant risks of material | Summary of the auditor's response to the assessed |
|---|---|
| misstatement identified | risks of material misstatement |
| Accounting treatment of business combinations | |
| (Notes 1, 3.2 e), 4 i) and ii), 7, 10 and 28 of the notes to the consolidated financial statements) | |
| During the year ended December 31, 2022, the Group proceed with the implementation of the strategy it had communicated at the time of the listing its shares in 2021 based on growth in its segments of (i) biomass; (ii) wind and solar utility scale projects; and (iii) distributed |
Our audit procedures in this area included, among others: Analysis of the internal control procedures implemented by the Group regarding the treatment |
| generation, having acquired several entities in some of these segments. |
of business combinations; Obtaining the Group's understanding for the |
| In this process, during 2022, it should be highlighted among others, the acquisitions of Oak Creek in the United States of America and LJG Green Source Energy Alpha S.A. ("LIONS") in Romania for the segment of wind power development and photovoltaic projects should be highlighted, being LIONS a solar photovoltaic plant in operation at the acquisition date, with an installed capacity of 45 MWp, and of Univergy Autoconsumo, S.L., located in Spain, for the distributed generation segment, having recognized goodwill associated with business combinations during the year amounting to approximately 11.4 million euros. |
assigned classification, as well as the respective accounting treatment given to the acquisitions of entities; |
| Reviewing the supporting documentation for acquisitions made during the year, namely acquisition agreements, due diligence reports, financial statements available at the date of acquisition; |
|
| Verifying the reasonableness of the valuation models used to determine the fair value of the acquired assets and analyzing the arithmetic accuracy of these models; |
|
| Additionally, contingent payments, in the amount of 2.8 million euros, associated with the business combination in connection with the Oak Creek acquisition were recognized. |
Performing procedures to analyze the methodology adopted to evaluate the assets, namely using discounted cash flows, depreciated replacement cost for tangible fixed assets and multi period |
| These acquisitions were accounted for as business combinations, which implied a number of significant judgements, namely in the assessment of control, in the determination of the acquisition cost and related contingent payments (earn-out), in the identification of the assets, liabilities and contingent liabilities acquired, as well as in the determination of its fair value. |
excess earnings method for intangible assets, as well as validating that the assumptions used were consistent with the ones at time of acquision, including forecasted revenue, profitability, among others, in the analysis performed by the Entity, either internally or by the use of external experts engaged by management; |
| Considering the high level of judgement involved in the determination of the fair value of the net assets acquired and in the calculation of Goodwill, as well as the materiality of the transactions involved, we consider the treatment of business combinations to be a key audit matter. |
Involvement, whenever deemed necessary, of our specialists to validate the fair value of assets, liabilities and contingent liabilities; |
| Assessment of the appropriateness and consistency of the accounting policy applied to the initial and subsequent recognition of variable payments, either within business combinations (at fair value through profit or loss) or within transactions that qualify as acquisition of assets; |
|
| Evaluation of the adequacy of the disclosures made, including those regarding methodology, assumptions and key judgements, at the level of the consolidated financial statements. |
| Description of the most significant risks of material | Summary of the auditor's response to the assessed | |
|---|---|---|
| misstatement identified | risks of material misstatement | |
| Goodwill impairment | ||
| (Notes 3.2 e), 4 i) and 10 of the notes to the consolidated financial statements) | ||
| As at December 31, 2022, the carrying amount of | Our audit procedures in this area included: (i) the | |
| Goodwill amounts to approximately 122.0 million euros | assessment of the design and implementation of the | |
| (113.9 million euros as at December 31, 2021). | main control activities implemented related to the | |
| As indicated in the notes to the consolidated financial | Group's goodwill impairment analysis; (ii) analysis of | |
| statements, the Group performs annual impairment | the main business indicators and (iii) macroeconomic | |
| tests on goodwill recorded in the consolidated financial | factors affecting asset performance. | |
| statements, as well as impairment tests on its non- | Regarding the assessment of the recoverable amount | |
| current assets whenever an event or change in | considered by the Group in the impairment evaluation | |
| circumstances indicates that the amount by which an | process, our analysis included, among others: | |
| asset is recorded may not be recoverable. Impairment | ||
| losses are recognized when the recoverable amount of a | Meetings with the management and other | |
| given asset or group of assets is lower than its carrying | employees responsible for preparing the models | |
| amount. | used in order to obtain an understanding of its | |
| main aspects; | ||
| In 2022, impairment tests of Goodwill were performed, | Review of the methodologies used by the Group | |
| having updated the assumptions used, according to the | and the main assumptions made; | |
| business plans approved by the management. | ||
| Additionally, and in the process of the referred analysis, | Obtaining the valuation models used to determine | |
| sensitivity tests or stress tests were performed for some | the recoverable amount of each group of cash- | |
| of the values subject to analysis. | generating units and testing the arithmetic | |
| As a result of the above mentioned analyses no | correctness of those models; | |
| impairment was recognized on the amount of Goodwill | - Review of the methodology used by the Group to | |
| recognized in the financial statements. | determine value in use, namely its compliance with | |
| the applicable accounting standards; | ||
| Impairment tests incorporate significant and complex | ||
| judgments, materialized in business plans, which are | Evaluation of the assumptions used in the referred | |
| based on several assumptions, associated to discount | models, including the corresponding sensitivity | |
| rates, cash flows, expected profitability margins, | analyses, involving, whenever deemed necessary, | |
| investment plans, probability of success of ongoing | experts to evaluate those assumptions, namely | |
| projects, given the stage of development they are in, | discount rates, short and long term growth rates | |
| among others, which may not be entirely true in the | used, besides projected cash flows | |
| future. | Performing sensitivity analyses on the main | |
| Considering the relevance of the Goodwill amount, the | assumptions, whenever necessary, in order to | |
| large number of assumptions used in the impairment | evaluate the model used and its forecasts; | |
| tests, we consider this matter as a key audit matter. | Evaluate the adequacy of the disclosures made on | |
| this matter in the notes to the consolidated | ||
| financial statements. |
| Description of the most significant risks of material | Summary of the auditor's responses to the assessed | |
|---|---|---|
| misstatement identified | risks of material misstatement | |
| Non-recurrent transactions occurring during the year including those related to investments in subsidiaries | ||
| (Notes 1, 2.2 a), 4, 17 and 18 of the notes to the individual financial statements) | ||
| During the year ended December 31, 2022, and after | Our audit procedures in this area included, among | |
| becoming listed and having carried out capital increases | others: | |
| in the total amount of approximately 267 million euros in 2021, the Entity carried out a capital increase in the amount of, approximately, 100 million euros, which comprised the issuance of 17,792,576 new ordinary, registered and book-entry shares, without par value, at a unit subscription price of 5.62 Euros, with subscription reserved to Greenvolt shareholders exercising their legal rights of preference and to other investors who have |
Monitoring of the capital increase and bond issue processes, including the process of admission to trading of the latter; Obtaining and reviewing financial investment acquisition agreements; Review of the supporting documentation for acquisitions made during the year, namely |
|
| acquired Subscription Rights. Hence, Entity's share capital increased from 267 million euros to 367 million euros, and is now represented by 139,169,046 ordinary, registered, book-entry shares with no nominal value. |
acquisition agreements, due diligence reports, financial statements available at the date of acquisition; |
|
| Additionally, in November 2022, the Entity issued a new green bond for retail investors in Portugal totaling 150 million euros. |
Validation of the financial movements associated with the capital increase, bond issuance and equity reinforcements of subsidiaries, including the costs incurred with those transactions and the adequacy |
|
| Finally, and in pursuit of the strategy communicated | of its accounting treatment; | |
| during the process of admission to trading of its shares, the Entity carried out a number of acquisitions, both indirectly and directly, namely the acquisition of the subsidiary Univergy Autoconsumo, S.L. in Spain and the |
Validation of the assumptions used on the valuation of contingent payments with reference to December 31, 2022; |
|
| incorporation of the entities Sustainable Energy One, S.L. (SEO) and Greenvolt Spain located in Spain and the entity Greenvolt Next Holding, S.A. located in Portugal, and has reinforced its subsidiaries equity, leading to an increase in the caption "Investments in subsidiaries" of approximately 22.5 million euros, which is measured at acquisition cost of assets less any impairment losses, from approximately 114.3 million euros to 143.8 million euros at December 31, 2022. |
- Assessment of the adequacy of the disclosures made on the referred transactions. |
|
| Considering the materiality of the amounts involved and the non-recurrent nature of these transactions, we consider its analysis to be a relevant audit matter. |
| 8.7.1. GRI Content Index | ||||
|---|---|---|---|---|
| Indicator | Indicator Title | Page(s) | SDG Indicator | |
| 2-1 | Organizational details | |||
| 2-1-a. | Name of Organisation | - | - | |
| Greenvolt - Energias Renováveis S.A. | ||||
| 2-1-b. | Ownership and Legal Nature | - | - | |
| See the Corporate Governance Report | ||||
| 2-1-c. | Head Office Location | - | - | |
| Rua Manuel Pinto de Azevedo, n.º 818, 4100-320 Porto, Portugal | ||||
| 2-1-d. | Location of Operations | 21 | - | |
| See Chapter "1.4. Who we are" - subchapter "1.4.2 Where we are" | ||||
| 2-2 | Entities included in the organization's sustainability reporting | |||
| 2-2-a. | List of included entities | - | - |
The sustainability report includes all subsidiaries and other entities included in the Greenvolt Group's consolidation perimeter, financially consolidated by the full consolidation method (see Appendix I. List of Subsidiaries Included In The Consolidation Perimeter, of the notes to the consolidated financial statements). Within this context, related information to employees considers all direct employees in all geographies where Greenvolt operates. In relation to environmental information, companies whose context, activity and size determines that they are not material in this aspect of performance, they are not included in the process of capturing information (e.g. which in the cluster GV Power only considers Poland, the most material geography). Other exceptions, in relation to the general scope of financial /non-financial information above referred, as well as other relevant data for the proper understanding of data, may be identified in the indicators themselves or in the methodological notes.
| Identification of the differences between the list of entities included in | |||
|---|---|---|---|
| 2-2-b. | the financial statements and in the non-financial statements | - | - |
The sustainability report includes all subsidiaries and other entities included in the Greenvolt Group's consolidation perimeter, financially consolidated by the full consolidation method (see Appendix I. List of Subsidiaries Included In The Consolidation Perimeter, of the notes to the consolidated financial statements). Exceptions to this rule can be identified in the GRI table or in the methodological notes.
2-2-c. Approach used in the consolidation of financial and non-financial information - -
The sustainability indicators cover the subsidiaries and other entities of the Greenvolt Group in which Greenvolt - Energias Renováveis S.A.: - holds, directly or indirectly, 50% or more of the capital (financial control) or - has management control over the relevant activities of the entity (even if it directly or indirectly holds less than 50% of the capital).
| 2-3 | Reporting period, frequency and contact point | ||
|---|---|---|---|
| 2-3-a. | Reporting period and frequency | - | - |
| 1 January 2022 to 31 December 2022. The report is carried out on an annual basis. | |||
| 2-3-b. | Alignment of financial and non-financial information reporting period | - | - |
| The reporting of financial and non-financial information is aligned, and both refer to the 2022 fiscal year. | |||
| 2-3-c. | Date of publication of the most recent report | - | - |
| 7 April 2022 | |||
| 2-3-d. | Contact for questions on the report | - | - |
| [email protected] | |||
| 2-4 | Restatements of information | ||
| There were no changes to the information reported in previous reporting periods. | |||
| 2-5 | External assurance | ||
| 2-5-a. | Policy and process approach to external verification | 5; 630 | - |
| See "About the report" section; See Annex " External Verification Letter" |
|||
| 2-5-b. | Link or reference to the external verification report(s) or verification statement; Description of the relationship between the organisation and the external verification service provider; Identification of the information verified |
630 | - |
| See Annex "External Verification Letter" |
| 2-6 | Activities, value chain and other business relationships | |||
|---|---|---|---|---|
| 2-6-a. | Sector of activity | 20-24 | - | |
| Greenvolt is a company operating in the renewable energy sector. | ||||
| See chapter "1.4. Who we are" | ||||
| 2-6-b. | Description of the Value Chain | 104-107 | 8;16 | |
| See chapter "3. Responsible Management" | ||||
| 2-6-c. | Description of other relevant business relationships | 104-107 | - | |
| See chapter "3. Responsible Management", - subchapter "3.8 Responsible Supply Chain". | ||||
| 2-6-d. | Description of significant changes in the previous items compared to the previous reporting period |
- | - | |
| There are no significant changes to note. | ||||
| 2-7 | Employees | 167-187 | 8; 10 | |
| See Chapter "4. Group Performance", subchapter "4.3.2. Commitments to People" | ||||
| 2-8 | Workers who are not employees | - | 8; 10 | |
| controlled by the organisation. | In 2022, at Greenvolt, there were no labour relations with workers who were not direct employees and whose work was | |||
| 2-9 | Governance structure and composition | 402-547 | 5; 16 | |
| See chapter "7. Governance Report" | ||||
| 2-10 | Nomination and selection of the highest governance body | 402-547 | 5; 16 | |
| See chapter "7. Governance Report" | ||||
| 2-11 | Chair of the highest governance body | 402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-12 | Role of the highest governance body in overseeing the management of impacts |
402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-13 | Delegation of responsibility for managing impacts | 402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-14 | Role of the highest governance body in sustainability reporting | 55-57; 402-547 |
16 | |
| See chapter "7. Governance Report" and chapter "2.3.5. Sustainability Management". | ||||
| 2-15 | Conflicts of interest | 402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-16 | Communication of critical concerns | - | 16 | |
| 2-16-a. | Description of the process for communicating critical concerns to the highest governing body |
- | - | |
| See chapter "7. Governance Report" | ||||
| 2-16-b. | Total number and nature of critical issues communicated to the highest governance body during the reporting period |
- | - | |
| See chapter "7. Governance Report" | ||||
| 2-17 | Collective knowledge of the highest governance body | 402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-18 | Evaluation of the performance of the highest governance body | 402-547 | 16 | |
| See chapter "7. Governance Report" | ||||
| 2-19 | Remuneration policies | 402-547 | - | |
| See chapter "7. Governance Report" | ||||
| 2-20 | Process to determine remuneration | 402-547 | - | |
| See chapter "7. Governance Report" | ||||
| 2-21 | Annual total compensation ratio | 402-547 | - |
See the 2022 Corporate Governance Report: note 77 and Appendix - Remuneration Report
The annual change in remuneration, company performance and average remuneration of employees in full-time equivalent terms of the company, excluding members of the management and supervisory bodies, during the last five financial years, presented together and in such a way as to enable comparison.
| 2-22 | Statement on sustainable development strategy | 9-15 | - |
|---|---|---|---|
| See Chapter "1. Group Presentation" - subchapter "1.1. Messages from Top Management" | |||
| 2-23 | Policy commitments | 78-87 | - |
| See Chapter "3. Responsible Management" - subchapter "3.1. Policies and Commitments" | |||
| 2-24 | Embedding policy commitments | 78-87 | - |
| See Chapter "3. Responsible Management" - subchapter "3.1. Policies and Commitments" | |||
| 2-25 | Processes to remediate negative impacts | 104-107 | - |
| See Chapter "3. Responsible Management" | |||
| 2-26 | Mechanisms for seeking advice and raising concerns | 104-107; 168-187 |
- |
| See Chapter "3. Responsible Management" and "4. Group Performance" - subchapter "4.3.2. Commitment to People" | |||
| 2-27 | Compliance with laws and regulations | - | - |
For the Greenvolt Group, a significant fine corresponds to 5% of consolidated turnover or, if lower, a fine with aggravated reputational impact (e.g. situations of proven corruption). In 2022, there were no situations of non-compliance with laws and regulations and no associated fines to report.
| Total number of significant cases of non-compliance with laws and regulations |
2021 | 2022 |
|---|---|---|
| Total no. of significant cases | - | - |
| Total monetary value (euros) | - | - |
| Social Area | ||
| Total monetary value of significant fines (euros) |
- | - |
| Total number of non monetary sanctions (No.) |
- | - |
| Economic Area | ||
| Total monetary value of significant fines (euros) |
- | - |
| Total number of non monetary sanctions (No.) |
- | - |
| Environmental Area | ||
| Total monetary value of significant fines (euros) |
- | - |
| Total number of non monetary sanctions (No.) |
- | - |
| 2-28 | Membership associations | 78-87 | - |
|---|---|---|---|
| See Chapter "3. Responsible Management" - subchapter "3.1. Policies and Commitments" | |||
| 2-29 | Approach to stakeholder engagement | 87-92 | - |
| See Chapter "3. Responsible Management" - subchapter "3.2. Stakeholder Management" | |||
| 2-30 | Collective bargaining agreements | 168-187 | 8 |
| See Chapter "4. Group Performance" - subchapter "4.3.2. Commitment to People" | |||
| GRI 201 | Economic Performance 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 203-328 |
8; 9 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See chapter on consolidated and individual financial statements. |
|||
| 201-1 | Direct economic value generated and distributed | - | 8; 9 |
| 2021 | 2022 |
|---|---|
| 141 267 797 | 259 498 369 |
| 141 267 797 | 259 498 369 |
| 89 351 940 | 190 200 733 |
| 78 099 899 | 154 646 938 |
| 6 442 375 | 27 815 681 |
| - | - |
| 4 809 665 | 7 594 325 |
| - | 143 789 |
| 51 915 857 | 69 297 636 |
| 201-2 | Financial implications and other risks and opportunities due to climate change |
118-141 | 13 |
|---|---|---|---|
| See Chapter "4. Group Performance" - subchapter "4.3.1.Commitments to the Planet" | |||
| 201-3 | Defined benefit plan obligations and other retirement plans | 168-187 | 8 |
See Chapter "4. Group Performance" - subchapter "4.3.2.Commitments to People". Greenvolt Corporate, Greenvolt Comunidades and Greenvolt Next Portugal provides a pension fund to its employees, with different investment options, through which the company contributes a certain % (currently 3%) and the employee can also contribute another % if they wish.
| GRI 202 | Market Presence 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 168-187 |
- |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 Commitments to People". |
202-2 Proportion of senior management hired from the local community 168-187 8
| Members of senior management hired from the local community |
2021 | 2022 |
|---|---|---|
| Proportion of senior management hired from the local community (%) |
97% | 94% |
| Senior Management employees (No.) |
35 | 75 |
| Senior Management employees hired from the local community (No.) |
34 | 80 |
| GRI 203 | Indirect Economic Impacts 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 188-193 |
- |
See subchapter"2.3. Sustainability"-"2.3.2. Materiality" and; See subchapter"4.3.3. Commitments with the Community".
| 203-1 | Infrastructure investments and services supported | 188-193 | - |
|---|---|---|---|
| See subchapter "4.3.3. Commitments to the Community" | |||
| 203-2 | Significant indirect economic impacts | 188-193 | - |
| See subchapter "4.3.3. Commitments to the Community" | |||
| GRI 204 | Procurement Practices 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 203-328 |
8;16 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See chapter on consolidated and individual financial statements. |
|||
| 204-1 | Proportion of spending on local suppliers | - | 8;16 |
| Purchasing budget spent on local suppliers |
2021 | 2022 |
|---|---|---|
| Total budget for purchases from suppliers (euros) |
95 910 762 | 196 630 851 |
| Total budget for purchases from foreign suppliers (euros) |
15 944 678 | 35 892 814 |
| Total budget for purchases from national suppliers (euros) |
79 966 083 | 160 738 037 |
| % purchasing budget spent on foreign suppliers |
17% | 18% |
| % purchasing budget spent on national suppliers |
83% | 82% |
| GRI 205 | Anti-corruption 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 93-95; 95-97; |
16 |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and;
See subchapters "3.3. Ethics and Conduct" and "3.4. Fight against Corruption".
In 2022 Greenvolt carried out an initial exercise to identify the significant risks of corruption and related infractions, and to identify the control mechanisms in place and to be implemented to prevent them. The plan for the prevention of risks of corruption and related infractions ("PPR") covers the entire organisation and business activity of the entity, including the areas of administration, management, operations and support, and compliance is mandatory. For 2022 seven entities of the Greenvolt group were covered.
| Transactions assessed for corruption risks |
2022 |
|---|---|
| Total operations (No.) | 7 |
| Total operations identified with corruption risks (No.) |
7 |
| Total operations assessed with corruption risks (No.) |
7 |
| % of operations assessed with corruption risks |
100% |
| % of operations identified with corruption risks |
100% |
| 205-2 | Communication and training about anti-corruption policies and procedures |
93-95; 95-97; |
16 |
|---|---|---|---|
| See Chapter "3. Responsible Management" - subchapter "3.3. Ethics and Conduct" and "3.4. Fight against Corruption" | |||
| 205-3 | Confirmed incidents of corruption and actions taken | 93-95; 95-97; |
16 |
| See Chapter "3. Responsible Management" - subchapter "3.3. Ethics and Conduct" and "3.4. Fight against Corruption" | |||
| GRI 206 | Anti-competitive Behavior 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 95-97; |
16 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct" and "3.4. Fight against Corruption". |
|||
| 206-1 | Legal actions for anti-competitive behavior, anti-trust, and monopoly practices |
- | 16 |
| In 2022, there are no lawsuits for anti-competitive, antitrust or monopoly practices. | |||
| GRI 207 | Tax 2019 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 97-99; 203-328 |
8;16 |
|---|---|---|---|
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See chapter "3.5. Responsible Tax Practices" and individual and consolidated financial statements. |
|||
| 207-1 | Approach to tax | 97-99; 203-328 |
8;16 |
| See subchapter "3.5. Responsible Tax Practices" and individual and consolidated financial statements | |||
| 207-2 | Tax governance, control, and risk management | 97-99; 203-328 |
8;16 |
| See subchapter "3.5. Responsible Tax Practices" and individual and consolidated financial statements | |||
| 207-3 | Stakeholder engagement and management of concerns related to tax |
97-99; 203-328 |
8;16 |
| See subchapter "3.5. Responsible Tax Practices" and individual and consolidated financial statements | |||
| 207-4 | Country-by-country reporting | 97-99; 203-328 |
8;16 |
| See subchapter "3.5. Responsible Tax Practices" and individual and consolidated financial statements. | |||
| GRI 301 | Materials 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 159-162 |
12 |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and;
See subchapter "4.3.1 - Commitments to the Planet" - Section " 4.3.1.3. Circular Economy".
| 2021 | 2022 | |
|---|---|---|
| Materials Used Total (ton) | 1 410 288 | 1 419 952 |
| Recycled materials (ton) | 1 410 288 | 1 419 717 |
| Residual forest biomass | 1 128 381 | 1 168 655 |
| Municipal waste from wood | 256 717 | 232 999 |
| Primary and Secondary Sludges | 14 730 | 13 708 |
| Screening of Residues | 10 460 | 4 354 |
| Non-recycled materials (ton) | ND | 234 |
The amount of non-renewable materials is immaterial and essentially concerns the use of chemicals for water treatment in biomass power plants.
| 301-2 | Recycled input materials used | 159-162 | 12 |
|---|---|---|---|
| See section " 4.3.1.3. Circular Economy" | |||
| GRI 302 | Energy 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 159-162 |
7;13 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.1 - Commitments to the Planet"- Section " 4.3.1.1. Energy and Climate" |
|||
| 302-1 | Energy consumption within the organization | 141-147 | 7;13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 302-3 | Energy intensity | 141-147 | 7;13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 302-4 | Reduction of energy consumption | 141-147 | 7;13 |
| See section "4.3.1.1. Energy and Climate" | |||
| GRI 303 | Water and Effluents 2018 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 163-166 |
6 |
| - See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; |
Integrated Annual Report 2022
| 303-1 | Interactions with water as a shared resource | 163-166 | 6 | |
|---|---|---|---|---|
| See section " 4.3.1.4. Water Resources" | ||||
| 303-2 | Management of water discharge-related impacts | 163-166 | 6 |
Greenvolt mapped its operations using the Aqueduct Water Tool, developed by the World Resources Institute (WRI). According to the assessment carried out, all plants in Portugal and in the UK are located in areas where the risk of water stress is low to medium.
| Biomass Power Plant |
Name of largest basin |
Name of smallest basin |
Risk of Water Stress |
|---|---|---|---|
| Constância | Tagus | Tagus Delta | Low - Medium |
| Mortágua Spain - Portugal, Atlantic Coast |
Mondego | Low - Medium | |
| Figueira da Foz II (SBM) |
Spain - Portugal, Atlantic Coast |
Mondego | Low - Medium |
| Figueira da Foz I |
Spain - Portugal, Atlantic Coast |
Mondego | Low - Medium |
| Rodão Power | Tagus | Tejo | Low - Medium |
| Tilbury | England and Wales |
Thames Delta | Low - Medium |
| 303-3 | Water withdrawal | 163-166 | 6 |
|---|---|---|---|
| See section " 4.3.1.4. Water Resources" | |||
| 303-4 | Water discharge | 163-166 | 6 |
| See section " 4.3.1.4. Water Resources" | |||
| 303-5 | Water consumption | 163-166 | 6 |
| See section " 4.3.1.4. Water Resources" | |||
| GRI 304 | Biodiversity 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 148-157 |
15 |
| - See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; - See subchapter "4.3.1 - Commitments to the Planet"- Section " 4.3.1.2. Biodiversity" |
|||
| 304-1 | Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas |
148-157 | 15 |
| See section " 4.3.1.2. Biodiversity" | |||
| 304-2 | Significant impacts of activities, products and services on biodiversity |
148-157 | 15 |
| See section " 4.3.1.2. Biodiversity" | |||
| 304-3 | Habitats protected or restored | 148-157 | 15 |
| See section " 4.3.1.2. Biodiversity" | |||
| 304-4 | IUCN Red List species and national conservation list species with habitats in areas affected by operations |
148-157 | 15 |
| See section " 4.3.1.2. Biodiversity" | |||
| GRI 305 | Emissions 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 129-148 |
13 |
| - See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; - See subchapter "4.3.1 - Commitments to the Planet"- Section " 4.3.1.1. Energy and Climate" |
|||
| 305-1 | Direct (Scope 1) GHG emissions | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 305-2 | Energy indirect (Scope 2) GHG emissions | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 305-3 | Other indirect (Scope 3) GHG emissions | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
|---|---|---|---|
| 305-4 | GHG emissions intensity | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 305-5 | Reduction of GHG emissions | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
| 305-7 | Emissions of ozone-depleting substances (ODS) | 129-148 | 13 |
| See section "4.3.1.1. Energy and Climate" | |||
| GRI 306 | Waste 2020 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 158-162 |
12 |
| - See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; - See subchapter "4.3.1 - Commitments to the Planet" - Section " 4.3.1.3. Circular Economy". |
|||
| 306-1 | Waste generation and significant waste-related impacts | 158-162 | 12 |
| See section " 4.3.1.3. Circular Economy" | |||
| 306-2 | Management of significant waste related impacts | 158-162 | 12 |
| See section " 4.3.1.3. Circular Economy" | |||
| 306-3 | Waste generated | 158-162 | 12 |
| See section " 4.3.1.3 Circular economy". The quantitative information regarding waste only considers the biomass segment. |
|||
| 306-4 | Waste diverted from disposal | 158-162 | 12 |
| See section " 4.3.1.3 Circular economy". The quantitative information regarding waste only considers the biomass segment. |
|||
| 306-5 | Waste directed to disposal | 158-162 | 12 |
| See section " 4.3.1.3 Circular economy". The quantitative information regarding waste only considers the biomass segment. |
|||
| GRI 401 | Employment 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 168-187 |
8 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 - Commitments to People". |
|||
| 401-1 | New employee hires and employee turnover | 168-187 | 8 |
| See subchapter "4.3.2 - Commitments to People" | |||
| 401-2 | Benefits provided to full-time employees that are not provided to temporary or part-time employees |
168-187 | 8 |
| See subchapter "4.3.2 - Commitments to People" | |||
| 401-3 | Parental leave | - | 8 |
Of the total number of employees who took parental leave in 2022, two employees did not return because the completion of the parental leave period ends after 31.12.2022. Excluding these cases the return rate is 100%. The total number of employees entitled to parental leave is defined according to the legal requirements of each region.
| Parental Leave (No. Total | 2022 | ||
|---|---|---|---|
| Employees) | Female | Male | Total |
| No. of employees entitled to parental leave |
153 | 230 | 383 |
| No. of employees who took parental leave (no.) |
8 | 12 | 20 |
| No. of employees who returned to work after completion of parental leave |
6 | 12 | 18 |
| Return Rate (%) | 75% | 100% | 90% |
| GRI 402 | Labor/Management Relations 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 168-187 |
8 |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 - Commitments to People".
| 402-1 | Minimum notice periods regarding operational changes | 168-187 | 8 |
|---|---|---|---|
| See subchapter "4.3.2 - Commitments to People. | |||
| GRI 403 | Occupational Health and Safety 2018 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 168-187 |
3; 8 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 - Commitments to People". |
|||
| 403-1 | Occupational health and safety management system | 168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-2 | Hazard identification, risk assessment, and incident investigation | 168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-3 | Occupational health services | 168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-4 | Worker participation, consultation, and communication on occupational health and safety |
168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-5 | Worker training on occupational health and safety | 168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-6 | Promotion of worker health | 168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-7 | Prevention and mitigation of occupational health and safety impacts directly linked by business relationships |
168-187 | 3; 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| 403-8 | Workers covered by an occupational health and safety management system |
- | 3; 8 |
| 100% of direct and subcontracted employees at the biomass power plants in Portugal (except Mortágua) are covered by the Occupational Health and Safety Management System. |
| 403-9 | Work-related injuries | 168-187 | 3; 8 |
|---|---|---|---|
| 2021 | 2022 | |
|---|---|---|
| Total number of accidents | - | 2 |
| Work-related fatalities | - | - |
| Accidents with serious consequences |
- | - |
| Other accidents with sick leave | - | 1 |
| Fatality Rate | - | - |
| Accident rate with serious consequences (except for fatalities) |
- | - |
| Frequency Rate (If) | - | 1.2 |
| Severity Rate (Ig) | - | 13.8 |
| 2022 | |
|---|---|
| Total number of accidents | 2 |
| Work-related fatalities | 1 |
| Accidents with serious consequences |
1 |
| Other accidents with sick leave | - |
| Fatality Rate | 1.14 |
| Accident rate with serious consequences (except for fatalities) |
1.14 |
| Frequency Rate (If) | 2.28 |
|---|---|
| Severity Rate (Ig) | 136.55 |
The statistics on subcontractors only cover Portugal, United Kingdom and Poland.
Methodological notes:
• Accident with serious consequences: Injury from which the worker cannot recover, or is not expected to fully recover within six months, to his or her health status prior to the accident;
• Fatality rate: Number of fatalities resulting from work-related accidents per million hours worked;
• Accident rates with serious consequences: Number of accidents with serious consequences (except for fatalities) per million hours worked;
• Frequency Rate (or Accident Rate) : Total number of accidents at work (including fatalities or accidents with 1 or more days off work) per million hours worked;
• Severity Rate: Number of working days lost per million hours worked.
| 403-10 | Work-related ill health | - | 3; 8 |
|---|---|---|---|
| In 2022, there were no proven occupational diseases recorded at Greenvolt. | |||
| GRI 404 | Training and Education 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 168-187 |
8 |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 - Commitments to People".
404-1 Average hours of training per year per employee 168-187 8
See subchapter "4.3.2 - Commitments to People".
| Average hours of training per year |
2022 | |
|---|---|---|
| By Gender | 11.7 | |
| Female | 12 | |
| Male | 11.5 | |
| By Professional Category | 11.7 | |
| Top Management | 18.3 | |
| Directors/Officers | 9.6 | |
| Managers | 14.6 | |
| Staff/Experts | 10.8 |
| 404-2 | Programs for upgrading employee skills and transition assistance programs |
168-187 | 8 |
|---|---|---|---|
| See subchapter "4.3.2 - Commitments to People". | |||
| 404-3 | Percentage of employees receiving regular performance and career development reviews |
168-187 | 8 |
| See subchapter "4.3.2 - Commitments to People". | |||
| GRI 405 | Diversity and Equal Opportunity 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 168-187 |
5;10 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "4.3.2 - Commitments to People". |
|||
| 405-1 | Diversity of governance bodies and employees | 168-187 | 5;10 |
| See subchapter "4.3.2 - Commitments to People". | |||
| GRI 406 | Non-discrimination 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 168-187 |
5;10 |
| See subchapter "2.3. Sustainability"-"2.3.2. Materiality"and See subchapters"3.3. Ethics and Conduct"and"4.3.2. Commitment to People". |
|||
| 406-1 | Incidents of discrimination and corrective actions taken | 168-187 | 5;10 |
| GRI 407 | Freedom of Association and Collective Bargaining 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 168-187 |
8 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "4.3.2. Commitment to People". |
|||
| 407-1 | Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk |
93-95; 168-187 |
8 |
| In 2022, we did not identify operations with risk at Greenvolt associated with the right to freedom of association and collective bargaining. For more information see subchapters "3.3. Ethics and Conduct" and "4.3.2. Commitment to People". |
|||
| GRI 408 | Child Labor 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 168-187 |
- |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct" and "4.3.2. Commitment to People" |
|||
| 408-1 | Operations and suppliers at significant risk for incidents of child labor |
- | - |
| In 2022, we did not identify any operations at Greenvolt with a significant risk of child labour. | |||
| GRI 409 | Forced or Compulsory Labor 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 168-187 |
8 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct" and "4.3.2. Commitment to People" |
|||
| 409-1 | Operations and suppliers at significant risk for incidents of forced or compulsory labor |
- | 8 |
| In 2022, we did not identify operations in Greenvolt with occurrences of forced or slave labour. | |||
| GRI 413 | Local Communities 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 189-194 |
- |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct" and "4.3.2. Commitment to the Community" |
|||
| 413-1 | Operations with local community engagement, impact assessments, and development programs |
189-194 148-157 |
- |
| See subchapters "4.3.3. Commitments to the Community" and "4.3.1.2 Biodiversity" | |||
| GRI 414 | Social Assessment 2016 | Page(s) | SDG Indicator |
| 3-3 | Management of material topics | 41-44; 93-95; 104-107 |
12 |
| See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct" and "3.8. Responsible Supply Chain". |
|||
| 414-1 | New suppliers that were screened using social criteria | - | 12 |
| New suppliers that have been 2022 assessed using social criteria |
|||
| % of new suppliers assessed 6,6% |
|||
| 1 024 | Total No. of Suppliers |
|---|---|
| 68 | No. New suppliers that have been assessed using social criteria |
| 39 | National |
| 29 | Abroad |
| GRI 415 | Public Policy 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 93-95; |
- |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapters "3.3. Ethics and Conduct".
In accordance with policies and regulations in place at the company, and to encourage the company's independence, political contributions are prohibited.
| GRI 418 | Customer Privacy 2016 | Page(s) | SDG Indicator |
|---|---|---|---|
| 3-3 | Management of material topics | 41-44; 102-104 |
- |
See subchapter "2.3. Sustainability" - "2.3.2. Materiality" and; See subchapter "3.7 Security and Privacy".
| 418-1 | Substantiated complaints concerning breaches of customer privacy and losses of customer data |
- | - |
|---|---|---|---|
| ------- | ------------------------------------------------------------------------------------------------- | --- | --- |
In order to ensure the effective implementation of the organisation's privacy policy, Greenvolt has drawn up a set of mechanisms. Accordingly, a Compliance Programme led by the Compliance Department is in place to promote the implementation of the relevant mechanisms to ensure GDPR compliance and a DPO (Data Protection Officer) has also been appointed to assist the organisation and monitor GDPR compliance. In addition, communication channels have been defined, and communicated in the relevant documentation provided, through which data subjects can exercise their rights. Finally, Data Processors have contractual clauses that address the obligations set out in Article 28 of the GDPR.
Greenvolt shares information to data subjects through various means, namely through Privacy Policies on websites and Privacy Policies for employees, which are publicly available and shared upon signing the employment contract and physical documents and/or emails for internal communication.
In 2022, we have not identified any proven complaints in this regard.
| Requirement | Answer |
|---|---|
| BUSINESS MODEL | |
| Article 19a (1)(a) | Decree Law 89/2017 - Article 3 (in reference to Article 508-G(2) of the Companies Act [CSC]) - Directive 2014/95/EU - |
| See Chapter "1.4. Who we are" | |
| See Chapter "1.5. How we create value" | |
| See Chapter "2.2. Strategic Cornerstones" | |
| See Chapter "2.3. Sustainability" | |
| Company business model | See Chapter "2.4. Risk Management" |
| See Chapter "2.5. Financial Sustainability" | |
| See Chapter "3. Responsible Management" | |
| See Corporate Governance Report | |
| DIVERSITY IN GOVERNANCE BODIES | |
| EU - Article 20 (1)(g) | Decree Law 89/2017 - Article 4 (in reference to Article 245(1)(r) and (2) of the Securities Code [CVM]) - Directive 2014/95/ |
| See subchapter "3.1. Policies and Commitments" | |
| Company diversity policy for its | See subchapter "3.3. Ethics and Conduct" |
| management and supervisory bodies | See section "4.3.2 Commitment to People" |
| See Corporate Governance Report | |
| ENVIRONMENTAL ISSUES | |
| Article 19a (1) (a-e) | Decree Law 89/2017 - Article 3(2) (in reference to Article 508-G(2) of the Companies Act [CSC]) - Directive 2014/95/EU - |
| See subchapter "2.3. Sustainability" | |
| Specific policies related to environmental issues |
See subchapter "3.1. Policies and Commitments" |
| See section "4.3.2 Commitment to the Planet" | |
| Policy implementation results | See subchapter "2.3. Sustainability" |
| See section "4.3.2 Commitment to the Planet" | |
| See subchapter "2.3. Sustainability" | |
| Main associated risks and how they are managed |
See subchapter "2.4. Risk Management" |
| See section "4.3.2 Commitment to the Planet" | |
| See section "4.3.2 Commitment to the Planet" | |
| Key performance indicators | Appendix: GRI Content Index |
| SOCIAL AND WORKERS' ISSUES | |
| Article 19a (1) (a-e) | Decree Law 89/2017 - Article 3(2) (in reference to Article 508-G(2) of the Companies Act [CSC]) - Directive 2014/95/EU - |
| See subchapter "3.1. Policies and Commitments" | |
| Specific policies related to social and workers' issues |
See subchapter "3.3. Ethics and Conduct" |
| See section "4.3.2 Commitment to People" | |
| See subchapter "2.3. Sustainability" | |
| Policy implementation results | See subchapter "3.3. Ethics and Conduct" |
| See section "4.3.2 Commitment to People" | |
| Main associated risks and how they | See subchapter "3.3. Ethics and Conduct" |
| are managed | See section "4.3.2 Commitment to People" |
| See section "4.3.2 Commitment to People" | |
| Key performance indicators | Appendix: GRI Content Index |
| Requirement Answer |
|
|---|---|
| ----------------------- | -- |
| See subchapter "2.3. Sustainability" | |
|---|---|
| Specific policies related to gender equality and non-discrimination |
See subchapter "3.1. Policies and Commitments" |
| issues | See subchapter "3.3. Ethics and Conduct" |
| See section "4.3.2 Commitment to People" | |
| See subchapter "2.3. Sustainability" | |
| Policy implementation results | See subchapter "3.3. Ethics and Conduct" |
| See section "4.3.2 Commitment to People" | |
| Main associated risks and how they | See subchapter "3.3. Ethics and Conduct" |
| are managed | See section "4.3.2 Commitment to People" |
| See section "4.3.2 Commitment to People" | |
| Key performance indicators | Appendix: GRI Content Index |
RESPECT FOR HUMAN RIGHTS
Article 3(2) of Decree Law 89/2017 (in reference to Article 508-G(2) of the Companies Act [CSC]) - Directive 2014/95/EU - Article 19a (1)(a-e)
| See subchapter "3.1. Policies and Commitments" | |||||||
|---|---|---|---|---|---|---|---|
| Specific policies related to respect for Human Rights |
See subchapter "3.3. Ethics and Conduct" | ||||||
| See subchapter "3.8. Supply Chain" | |||||||
| See section "4.3.2 Commitment to People" | |||||||
| Policy implementation results | See subchapter "3.3. Ethics and Conduct" | ||||||
| See subchapter "3.8. Supply Chain" | |||||||
| See section "4.3.2 Commitment to People" | |||||||
| Main associated risks and how they are managed |
See subchapter "3.3. Ethics and Conduct" | ||||||
| See subchapter "3.8. Supply Chain" | |||||||
| See section "4.3.2 Commitment to People" | |||||||
| See section "4.3.2 Commitment to People" | |||||||
| Key performance indicators | Appendix: GRI Content Index |
FIGHT AGAINST CORRUPTION AND ATTEMPTED BRIBERY
Article 3(2) of Decree Law 89/2017 (in reference to Article 508-G(2) of the Companies Act [CSC]) - Directive 2014/95/EU - Article 19a (1)(a-e)
| Specific policies related to respect for Human Rights |
See subchapter "2.3. Sustainability" | ||||||
|---|---|---|---|---|---|---|---|
| See subchapter "3.1. Policies and Commitments" | |||||||
| See subchapter "3.3. Ethics and Conduct" | |||||||
| See subchapter "3.8. Fight against Corruption" | |||||||
| See the Corporate Governance Report | |||||||
| Specific policies related to respect for Human Rights |
See subchapter "3.3. Ethics and Conduct" | ||||||
| See subchapter "3.8. Fight against Corruption" | |||||||
| See subchapter "3.5 Sustainable Tax Practices" |

| Requirement | Answer | ||||||
|---|---|---|---|---|---|---|---|
| Main associated risks and how they are managed |
See subchapter "2.3. Sustainability" | ||||||
| See subchapter "2.4 Risk management" | |||||||
| See subchapter "3.3. Ethics and Conduct" | |||||||
| See subchapter "3.8. Fight against Corruption" | |||||||
| See Corporate Governance Report | |||||||
| Key performance indicators | See subchapter "3.3. Ethics and Conduct" | ||||||
| See subchapter "3.8. Fight against Corruption" | |||||||
| Appendix: GRI Content Index |
This Annex includes information on Greenvolt's compliance with the requirements of the taxonomy:
| Goals - Substantial contribution (5) | NPS (20 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Turnover | Contra Fil | B 150 |
加 Charle 1108558 2017/2019 |
climate change of Mitigation |
change climate Adaptation to |
resources marine and protection of water and use Sustainable |
a circular economy Transition to |
and control Pollution prevention |
and restoring biodiversity and ecosystems Protecting |
Mitigation of climate change | change Adaptation to climate |
protection of water and marine resources and use Sustainable |
a circular economy Transition to |
Pollution prevention and control | ecosystems and and restoring biodiversity Protecting |
1:4 applice logger as a september 0.084 Box |
aligned activities Year N of turnover Proportion |
Proportion of turnover aligned activities Year N-1 |
| Geomomic acondians In | (EUros) | 55 (૧૯) |
(96) | (96) | (96) | (ભ્રદ) | (%) | (96) | MA | YIN | YIN | Y/N | Y/N | YIN | N/N | (૧૯૮) | (96 | |
| A. Eligible activities | ||||||||||||||||||
| A.1. Environmentally sustainable activities (Aligned activities) (8) | ||||||||||||||||||
| Production of electricity from photovoltaic solar technology Production of electricity from bioenergy. Installation, maintenance and repair of renewable energy technologies 7.6 |
4.1 4.8 |
56 229 989 193 057 255 |
22% 74% |
22% 74% |
0% 0% |
096 0% |
094 િતેર |
0% 096 |
096 096 |
Y ਮ |
Y Y |
Y Y |
Y V |
Y Y |
Y Y |
Y Y |
22% 74% |
NAA ini NA mu N/A (III) |
| 5 882 809 | 2% | 2% | 0% | 0% | Ose | 0% | 046 | Y | Y | Y | Y | Y | Y | Y | 2% | |||
| Turnover from environmentally sustainable activities (Aligned activities) (A.1.) |
255 170 054 | 98% | 98% | 0% | િન્નર | િતેની | િનેશ્ | 0% | Y | Y | Y | Y | Y | Y | Y | 98% | NAA (21) | |
| A.2. Eligible but environmentally unsustainable activities (Non-aligned activities) (9) |
||||||||||||||||||
| Turnover from eligible but environmentally unsustainable activities (Non-aligned activities)} (A.Z.) |
ાંતરા તાલુકામાં આવેલું એક ગામનાં મુખ્યત્વે ખેત-ઉત્પાદની ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં મુખ્યત્વે ખેત-ઉત્પાદન છે. આ ગામનાં મુખ્યત્વે ખેત-ઉત્પાદની તેમ જ પશુપાલન છે. | |||||||||||||||||
| Turnover Irom eligible activities (A 1. + A 2.) | 255 170 054 | 98% | ||||||||||||||||
| B. Ineligible activities | ||||||||||||||||||
| Turnover from includible activities (10) | 4 572 045 | 296 | ||||||||||||||||
| Total turnover (A = B) | 259 742 099 100% |
(1) An activity that corresponds to the description of an eligible activity in accordance with the EU Taxonomy Regulation and the technical criteria set out in the Delegated Act.
(2) The code assigned to each of the economic activities shall be as set out in Annex I of Delegated Act (EU) 2021/2178.
(3) Turnover: The percentage will be calculated as the weight of the turnover value of the activity over the consolidated turnover.
(4) Percentage according to the contribution to each of the environmental objectives. In the case of Greenvolt, only the climate change mitigation objective was considered.
(5) Substantial contribution: refers to the share of turnover of each individual economic activity (indicated in the turnover column) that contributes to each of the climate objectives.
(6) Do no significant harm (NPS): environmental objectives that meet the NPS criteria are activityspecific.
(7) Minimum social safeguards: indicates whether minimum social safeguards are respected for each individual activity.
(8) This section of the table includes the amount of turnover from aligned activities (in line with technical criteria, NPS principles and minimum social safeguards).
(9) This section of the table includes the amount of turnover from activities that are eligible (present in the taxonomy) but are not aligned (do not meet the technical criteria and/or NPS principles).
(10) Difference between consolidated turnover and the sum of turnover from aligned activities and eligible non-aligned activities.
(11) The comparison is not available as 2022 is the first reporting year.

(1) An activity that corresponds to the description of an eligible activity in accordance with the EU Taxonomy Regulation and the technical criteria set out in the Delegated Act.
(2) The code assigned to each of the economic activities shall be as set out in Annex I of Delegated Act (EU) 2021/2178.
(3) CapEx: The percentage will be calculated as the weight of the turnover value of the activity over the consolidated turnover.
(4) Percentage according to the contribution to each of the environmental objectives. In the case of Greenvolt, only the climate change mitigation objective was considered.
(5) Substantial contribution: refers to the share of CapEx from each individual economic activity (indicated in the turnover column) that contributes to each of the climate objectives.
(6) Do no significant harm (NPS): environmental objectives that meet the NPS criteria are activityspecific.
(7) Minimum social safeguards: indicates whether minimum social safeguards are respected for each individual activity.
(8) This section of the table includes the amount of CapEx from aligned activities (in line with technical criteria, NPS principles and minimum social safeguards).
(9) This section of the table includes the amount of CapEx from activities that are eligible (present in the taxonomy), but are not aligned (do not meet the technical criteria and/or NPS principles). (10) Difference between consolidated CapEx and the sum of CapEx from aligned activities and non-aligned eligible activities.
(11) The comparison is not available as 2022 is the first reporting year.

(1) An activity that corresponds to the description of an eligible activity in accordance with the EU Taxonomy Regulation and the technical criteria set out in the Delegated Act.
(2) The code assigned to each of the economic activities shall be as set out in Annex I of Delegated Act (EU) 2021/2178.
(3) OpEx: The percentage will be calculated as the weight of the turnover value of the activity over the consolidated turnover.
(4) Percentage according to the contribution to each of the environmental objectives. In the case of Greenvolt, only the climate change mitigation objective was considered.
(5) Substantial contribution: refers to the share of OpEx from each individual economic activity (indicated in the turnover column) that contributes to each of the climate objectives.
(6) Do no significant harm (NPS): environmental objectives that meet the NPS criteria are activityspecific.
(7) Minimum social safeguards: indicates whether minimum social safeguards are respected for each individual activity.
(8) This section of the table includes the amount of OpEx from aligned activities (in line with technical criteria, NPS principles and minimum social safeguards).
(9) This section of the table includes the amount of OpEx from activities that are eligible (present in the taxonomy) but are not aligned (do not meet the technical criteria and/or NPS principles).
(10) Difference between consolidated OpEx and the sum of OpEx from aligned and non-aligned eligible activities.
(11) The comparison is not available as 2022 is the first reporting year.
Minimum Social Safeguards consist of procedures applied by Greenvolt in order to ensure alignment with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight core conventions identified in the International Labour Organisation Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights.
Greenvolt has been implementing and developing several actions and procedures to manage the minimum MSS requirements and ensure that no risk situations occur, with regard to:
Greenvolt's main policies on these matters are aligned with OECD and United Nations guidelines and principles on human rights, as well as corruption, taxation and fair competition and are defined at the Greenvolt Group level, covering all business units. The policies defined by Greenvolt relating to Sustainability, Sustainable Procurement, Prevention and Combating Money Laundering and Terrorist Financing, Internal Whistleblowing, Tax, Integrated Risk Management and other procedures and codes, such as the Internal Procedure Manual on Market Abuse and the Code of Conduct on the Prevention of Corruption and Related Infractions, are available at https://greenvolt.com/pt-pt/investidores/investidores-governacao-empresarial-e-criterios-asg/.
Through its Code of Ethics and Conduct, Greenvolt has publicly committed to respect all internationally recognised human rights in all its activities with regard to freedom of association, right to collective bargaining, elimination of all forms of forced and compulsory labour, effective abolition of child labour and elimination of discrimination in employment and occupation, and has reinforced its position by joining the United Nations Global Compact. This commitment includes ensuring responsible action throughout the value chain, expressed through the Supplier Code of Conduct and the Sustainable Procurement Policy.
As regards the governance of these matters, this is currently guaranteed by the Ethics and Sustainability Committee. Its responsibilities include supervising and monitoring the implementation of the Code of Ethics and Conduct, and the internal rules that expressly refer to it, and describes how Greenvolt undertakes to guarantee respect for human rights.
Greenvolt has been continuously developing all mechanisms that enable it to identify, prevent, mitigate and track risks, and ascertain actual and potential adverse impacts on human rights in
its own operations, value chains and other business relationships, including through the following:
In this Annual Report, in various sections such as the Annex "GRI Table", Greenvolt includes information on its due diligence measures for the management of human rights, including employee and customer rights, throughout its value chain.
It is aware that the mechanisms currently implemented need to be strengthened with regard to human rights, particularly in terms of assigning responsibilities for the day-to-day monitoring of these matters, and of risk identification, stakeholder consultation procedures and systems for tracking and monitoring actions taken. Greenvolt therefore affirms its commitment to developing and formalising a Global Due Diligence Process (for its own operations and for the value chain) that considers and assesses human rights issues and incorporates procedures to identify, assess and manage risks and impacts on human rights into its corporate risk management methodology, bearing in mind the recommendations of benchmark standards.
In compliance with the General Regime for the Prevention of Corruption, Greenvolt has adopted and implemented its plan for the prevention of corruption risks and related infractions, as well as the Code of Conduct for the Prevention of Corruption and Related Infractions. It has established a set of principles, values and rules of action in matters of professional ethics and prevention of corruption and related infractions, and has also developed a training programme and a channel for complaints.
Greenvolt has also developed different measures and procedures enabling it to combat and prevent corruption and bribery, namely:
e. Communication to employees and development of e-learning to raise awareness on these matters and develop a procedure for offers and events, which was disseminated throughout the organisation.
Greenvolt ensures it is compliant with applicable tax regulations by presenting a commitment to proactively follow and implement a transparent tax policy and responsible tax action, ensuring an appropriate and uniform approach within the Group. Greenvolt reports on its tax principles and tax policy management in its Annual Report, which describes the principles and governance of these matters.
Greenvolt follows the applicable fair competition rules, ensuring compliance in all the markets in which it operates.
Through its Code of Ethics and Conduct, Greenvolt sets out its vision and expectations of employees in these matters, in the sections "Commitments to Competition" and "Integrity and Loyalty in Business". In addition, through the Internal Procedure Manual on Market Abuse, Greenvolt establishes its policy on insider dealing, illicit transmission of information and market manipulation.
Through the publication of its Code of Ethics and Conduct and other periodic communications, as well as through the development of specific training contents, Greenvolt raises awareness and trains its employees in matters of fair competition.
Sociedade Bioelétrica do Mondego, S.A. ("SBM") and Banco BPI, S.A. ("BPI") launched the first green bond issuance admitted to trading in Portugal in the unregulated market Euronext Access Lisbon, in February 2019.
Sociedade Bioelétrica do Mondego, S.A. is a Portuguese company, 100% owned by Greenvolt – Energias Renováveis, S.A. ("Greenvolt"), dedicated to construction, operation and maintenance of a 34.5 MW capacity biomass power plant, located in Figueira da Foz.
To finance its investments, SBM developed a SBM Green Bond Framework, which served as the basis for the issuance of its SBM 2019-2029 Green Bond, by private placement, in the amount of Euro 50,000,000 (fifty-million Euro), with a coupon rate of 1.90%.
The use of proceeds was allocated exclusively to the financing of the 34.5 MW biomass power plant, located in Celbi's manufacturing perimeter, although in the initial phase of the project there were advances of own funds made by SBM's parent company.
The SBM Green Bond Framework is in line with the conditions established by the Green Bond Principles published by the International Capital Market Association, having obtained a positive Second-Party Opinion ("SPO") from the ESG ratings and specialised independent research company Sustainalytics.
This document presents, as defined in the SBM Green Bond Framework, the annual report to investors regarding the investment allocation, including relevant information on the application of funds and on the resulting environmental benefits. The information included here is available on Greenvolt's website, at https://greenvolt.com/investors/fixed-income/#greenfunding.
The operation was intended to finance the investments of Sociedade Bioelétrica do Mondego, S.A., in the construction of a new biomass power plant of Greenvolt, located in Figueira da Foz, contributing to the pursuit of a structuring policy in the energy field, which allows to reduce the external dependency and the greenhouse effect resulting from the use of fossil fuels. The use of residual forest biomass, on the other hand, in addition to contribute to job creation and sustainable forest management practices, allows to reduce fire risks, promoting a clean and renewable energy environment, thus reinforcing the sustainability commitment of Greenvolt.
This investment by SBM contributed to the diversification of the energy sources of Greenvolt and is part of the strategy defined for the national energy policy, through the construction of a central for production of renewable electricity from non-conventional sources (namely, residual forest biomass).
The Biomass Plant started operating in July 2019, having produced a total of 283,945 MWh in 2022.
| Use of proceeds | The main goal is the utilisation of the proceeds for Green Projects, which should provide clear environmental benefits. The eligibility criteria defined in the SBM Green Bond Framework are: 1. Renewable and Clean Energy 2. Integrated Pollution Prevention and Control |
|---|---|
| Positive impacts | • Energy Efficiency. • National Energy Bill Decrease. • Job Creation and Economic Growth. • Reduction of Forest Fire Risk / Sustainable Forest Management ("SFM") Practices. • Enhance Circular Economy. |
| "sreenvolt | ||
|---|---|---|
| ------------ | -- | -- |
| Project evaluation / selection |
• SBM's projects are proposed to the Investment Working Group, which is formed by SBM directors. This group manages and reviews all proposed projects. • Eligible Green projects are selected among the various eligible sectors and result from the application of the eligibility criteria, under the responsibility of the Green Bond Committee. • Only those projects approved by both Investment Working Group and Green Bond Committee will be considered for Green Bond financing. • Eligible Green Projects are monitored and reported on an annual basis. |
|---|---|
| Management of proceeds | • The net proceeds of the green bonds issued will be managed on a single project / single company basis. • The Finance Department ensures the allocation of net proceeds according to an internal management system that aims to define the destination of cash flows, set reserved accounts for not invested funds and adjust periodically the net proceeds. • Proceeds not immediately disbursed will be held and not invested in non-green projects, GHG intensive activities, nor controversial activities: proceeds not disbursed shall be invested according to SBM's liquidity and/or liability management activities, following the market best practices. |
| Reporting | • SBM will provide an annual update on the use of proceeds related to its Green Bonds issuance. • The report is expected to disclose a breakdown of the Green Bond proceeds outstanding and the amount of allocated and unallocated proceeds. • Information should include Performance Indicators to allow access the environmental impact of its Eligible Green Projects. • Examples of products and impact indicators considered: 1. Renewable and Clean Energy: - Installed renewable energy capacity (MW) - Expected annual renewable energy generation (MWh) - Estimated annual GHG emission avoided or reduced (tCO2e) 2. Integrated Pollution Prevention and Control: - Reduction of biomass waste in the forest - Estimated annual GHG emission avoided or reduced (tCO2e) |
The proceeds' allocation was made in full in 2019 (this information can be seen in more detail in the 2019 Green Bonds Report, which was reviewed by both Sustainalytics and Deloitte).
| Eligible Green Project (1) |
Signed amount (€) (2) |
Proceeds allocation project (3) |
Allocated amount (€) (4) |
Weight in assets total value (%) (5) |
Percentage of proceeds allocated (%) (6) |
|---|---|---|---|---|---|
| 1. Renewable and Clean Energy 2. Integrated Pollution Prevention and Control |
50.000.000 | Central de Biomassa | 50.000.000 | 60,28% | 100% |
| Total | 50.000.000 | 50.000.000 |
| Eligible Green Project (1) |
Signed amount (€) (2) |
Weight in total Green Bond (%) (3) |
Eligible value (%) (4) |
Installed capacity (MW) (5) |
Renewable energy annual generation (MWh) (6) |
CO2 emissions avoided (tonCO2e) (7) |
Reduction of biomass waste in the forest (ton) (8) |
|---|---|---|---|---|---|---|---|
| Biomass Power Plant |
50.000.000 | 100% | 100% | 34,5 | 283.945 | 62.468 | 407.071 |
| Total | 50.000.000 | 283.945 | 62.468 | 407.071 |
|---|---|---|---|---|
| ------- | ------------ | --------- | -------- | --------- |
| Use of Proceeds Category |
Eligibility Criteria | Key Performance Indicators | ||
|---|---|---|---|---|
| Renewable and Clean Energy |
Funds to finance the construction of a new biomass power plant located in Figueira da Foz · Endogenous renewable energy source (biomass), thereby avoiding greenhouse gas emissions; · Energy production from biomass from Altri Group's own operations and external sources to supply to the national grid. |
· Installed renewable energy capacity (MW) Expected annual renewable energy generation (MWh) Estimated annual GHG emission avoided or reduced (tCO2e) |
||
| Integrated Pollution Prevention and Control |
Funds to finance the implementation of the Best Available Techniques released by the EU tor the energy production sector5 to reduce air emission and greenhouse gas from the biomass power plant · Reduction of air emissions and greenhouse 088. |
Reduction of biomass waste in the forest · Estimated annual GHG emission avoided or reduced (tCO2e) · Emissions of dust, nitrogen oxides (NOx), sulphur dioxide (SO2) and |
| · Design and operation of biomass power plant according to the Best Available Techniques reference document (BREF) published by the European Union for the energy production sector. |
hydrochloric acid and hydrofluoric acid (HCL and HF) |
|---|---|
| -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- |
| Elligibility Criteria |
Procedure Performed | Factual Findings | Error or Exceptions Identified |
|---|---|---|---|
| Use of Proceeds Criteria |
Verification of the projects funded with proceeds from the Green Bonds to determine it projects aligned with the use of proceeds criteria outlined in the SBM Green Bond Framework. |
All projects reviewed complied with the use of proceeds criteria. |
None |
| Reporting Criteria |
Verification of the projects funded with proceeds from the Green Bonds to determine if the impact of projects was reported in line with the KPIs outlined in the SBM Green Bond Framework. For a list of KPIs reported, please refer to Appendix 1. |
All projects reviewed reported on at least one KPI per use of proceeds category. |
None |
<-- PDF CHUNK SEPARATOR -->
SUSTAINALYTICS
| Use of Proceeds Category | Eligibility Criteria |
Number of Projects |
Total Allocated Amount (EUR) |
|---|---|---|---|
| Renewable and Clean Energy / Integrated Pollution Prevention. and Control |
Biomass Power Plant |
1 | 50,000,000 |
| Net proceeds raised from the issuance (EUR) | 50,000,000 | ||
| Percentage of net proceeds allocated | 100% |
| Eligibility Criteria |
Green Bond Impact Reported by Eligibility Criteria | |||||
|---|---|---|---|---|---|---|
| Use of Proceeds Category |
Project capacity (MW)" |
Renewable energy generated (MWh)® |
CO2 emissions avoided (tCO2e)10 |
Reduction of biomass waste in the forest (tonnes)11 |
||
| Renewable and Clean Energy / Integrated Pollution Prevention and Control |
Biomass Power Plant |
34.5 | 283 945 | 62,468 | 407,071 |
े I The database only and to beatler 2022.
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IN SUSTAINALYTICS
The information, methodologies and opinions contained or reflected herein are proprietary of Sustainalytics and/or its third party suppliers (Third Party Data), and may be made available to third parties only in the form and format disclosed by Sustainalytics, or provided that appropriate citation and acknowledgement is ensured. They are provided for informational purposes only and (1) do not constitute an endorsement of any product or project; (2) do not constitute investment advice or a prospectus; (3) cannot be interpreted as an offer or indication to buy or sell securities, to select a project or make any kind of business transactions; (4) do not represent an assessment of the issuer's economic performance, financial obligations nor of its creditworthiness; and/or (5) have not and cannot be incorporated into any offering disclosure.
These are based on information made available by the issuer and therefore are not warranted as to their merchantability, completeness, accuracy, up-to-dateness or fitness for a particular purpose. The information and data are provided "as is" and reflect Sustainalytics" opinion at the date of their elaboration and publication. Sustainalytics accepts no liability for damage arising from the use of the information, data or opinions contained herein, in any manner whatsoever, except where explicitly required by law. Any reference to third party names or Third Party Data is for appropriate acknowledgement of their ownership and does not constitute a sponsorship or endorsement by such owner. A list of our third-party data providers and their respective terms of use is available on our website. For more information, visit http://www.sustainalytics.com/legal-disclaimers.
The issuer is fully responsible for certifying and ensuring the compliance with its commitments, for their implementation and monitoring.
In case of discrepancies between the English language and translated versions, the English language version shall prevail.


(Free translation of a report originally issued in Portuguese language: In case of doubt the Portuguese version will always prevailly
To the Board of Directors of Sociedade Bioelétrica do Mondego, S.A.
We have performed a limited assurance engagement in order to report on the Green Bonds Allocation and Impact Report SBM ("SBM Green Bonds Report") of Sociedade Bioelétrica do Mondego, S.A. ("SBM"), Included in Annex 8.7 Sustainability Annexes of the 2022 Integrated Report ("Report") of Greenvolt Group, which was prepared by the Board of Directors in accordance with SBM Green Bond Framework ("SBM Framework").
The Board of Directors of Sociedade Bloelétrica do Mondego, S.A. Is responsible for the preparation and content of the SBM Green Bond Report, included in Annex 8.7 Sustainability Annexes of the 2022 Integrated Report of Greenvolt Group in accordance with the SBM Framework, as for designing and maintaining an appropriate internal control system to enable the preparation of the information.
Our responsibility is to issue an independent and professional limited assurance report based on the procedures performed and specified in the "Scope" section.
Our work was performed in accordance with the international Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements other than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board and further technical standards and guidelines as Issued by Ordem dos Revisores Oficials de Contas (the Portuguese Institute of Statutory Auditors). Those standards require that we plan and perform the review to obtain limited assurance about whether the information included in the SBM Green Bonds Report is free from material misstatement.
The procedures performed are dependent on our professional judgment, considering our understanding of SBM, the use of the proceeds of the Green Bonds and other circumstances relevant to our work. Our work included:
Page 2 of 2
The procedures performed on a limited assurance engagement vary in nature and are less extensive than a reasonable assurance engagement. Consequently, the level of assurance obtained on a limited assurance engagement is substantially less than in a reasonable assurance engagement. Accordingly, we do not express an opinion of reasonable assurance.
We conducted our work in compliance with the independence and ethical standards as issued by international Ethics Standards Board for Accountants (IESBA) and Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors).
We applied the International Standard on Quality Management 1 (ISQM1), which requires that a comprehensive system of quality must be designed, implemented, and maintained, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Based on our work, nothing has come to our attention that causes us to believe that the information included on the Green Bonds Allocation and Impact Report of Sociedade Bloelétrica do Mondego, S.A., Included in Annex 8.7 Sustainability Annexes of the 2022 Integrated Report of Greenvolt Group, has not been prepared, in all material respects, in accordance with reporting criteria of SBM Framework.
This report is intended solely for the purposes of reporting on the performance and activities related with the issuance and use of Green Bonds proceeds as requested by the Board of Directors of Sociedade Bloelétrica do Mondego, S.A .. Our report should not be used for any other purpose and should not be published in other document besides 2022 Annual Integrated Report of Greenvolt Group.
Lisbon, March 21 2023
Deloitte & Associados, SROC S.A. Represented by João Carlos Reis Belo Frade, ROC Registration in OROC n.º 1216 Registration in CMVM n.º 20160827
Greenvolt – Energias Renováveis, S.A. ("Greenvolt") is a Portuguese company, dedicated, among other activities, to the promotion, development, operation, maintenance and management, directly or indirectly, in Portugal or abroad, of power plants and other facilities of generation, storage and supply of renewable energy, such as sourced from bioelectric, solar, wind, water, industrial or urban waste, biomass or any other renewable source, having issued, in November 2021, a Green Bond, admitted to trading in Portugal, on the Euronext Lisbon regulated market.
To finance its investments, Greenvolt developed a Green Bond Framework, which served as the basis for the issuance of its Greenvolt 2021-2028 Green Bond, having been issued 10,000 Notes, each with a nominal value of Euro 10,000 (ten thousand Euro), corresponding to a total nominal value of Euro 100,000,000 (one-hundred million Euro), and with a coupon rate of 2.625%.
The use of proceeds of this issuance was exclusively allocated to the refinancing of the financing structure implement to finance the acquisition of Tilbury Green Power (TGP) – in the United Kingdom – a joint venture, in which Greenvolt (indirectly) acquired a 51% stake, in June 2021.
The Issuance aligns with the established guidelines of the Green Bond Principles, drawn up by the International Capital Market Association, having obtained a positive Second-Party Opinion ("SPO") from the independent and specialist company in ESG ratings and research Sustainalytics.
This document presents, as defined in the Greenvolt Green Bond Framework, the annual report to investors regarding the investment allocation, including relevant information on the application of funds and on the resulting environmental benefits.
The information included here is available on Greenvolt's website, at https://greenvolt.com/ investors/fixed-income/#greenfunding.
The operation aimed to refinance the funding structure put in place to finance the acquisition of Tilbury Green Power (TGP) – in the United Kingdom – a joint venture, in which Greenvolt (indirectly) acquired a 51% stake, in June 2021.
TGP is a renewable energy biomass power plant, located in the port of Tilbury, Essex, England. It is located approximately 25 miles from central London, and it is, therefore, strategically located to process waste wood for the area.
Tilbury Power Plant operation plays a key role in meeting the UK's climate objectives, namely, with regard to the reduction of the greenhouse effect resulting from the use of fossil fuels, being fully aligned with the principles of the circular economy.
Tilbury Power Plant was built following the most robust and demanding technical specifications based on proven modern technology and is considered one of the best performances plants in the United Kingdom.
The plant has an injection capacity of 41.6 MW and started operations in January 2019.
| Use of proceeds | The main goal is the utilisation of the proceeds for Green Projects, which should provide clear environmental benefits. The eligibility criteria defined in the Green Bond Framework are: 1. Renewable and Clean Energy; 2. Energy Efficiency; 3. Integrated Pollution Prevention and Control. |
|||
|---|---|---|---|---|
| Project evaluation / selection |
• Greenvolt has established a Green Bond Committee (GBC) which is composed of members from the following departments: Engineering, Sustainability, Legal and Finance. The GBC is in charge of selecting eligible assets after proposed projects and merger and acquisition (M&A) transactions have been reviewed by Greenvolt's Investment Working Group (IWG). • Greenvolt analyses and conducts pre-screening of projects considering environmental and social risks. Projects that do not comply with E&S risk assessment or have credibility risk will be rejected and not be taken into consideration. |
|||
| Management of proceeds | • Greenvolt will manage the proceeds of the bonds on a portfolio basis using an internal management system. This process is overseen by the Finance department. • All proceeds from the first issuance will be immediately allocated to the acquisition of Tilbury Green Power. This transaction closed in June 2021. Look-back period and time to allocation are, therefore, in line with market practice. • Pending allocation, Greenvolt will temporarily hold and/or invest in its treasury liquidity portfolio (in cash or cash equivalents), or in reimbursement/purchase of existing debt. Proceeds not immediately disbursed will not be invested in non-green projects, GHG intensive activities nor in controversial activities. |
|||
| Reporting | • Greenvolt will report within its Sustainability Report, on an annual basis, on the allocation and impact of proceeds until full allocation. The issuer may also provide separate impact reporting documents. Reporting will be based on a portfolio approach per type of renewable asset. • Allocation reporting will include a description of projects, disclose a breakdown of the proceeds outstanding, the total amount of the proceeds allocated and the unallocated amount. • Impact reporting will include indicators such as injected renewable energy capacity (MW), expected annual renewable energy generation (MWh), reduction of waste wood biomass and estimated annual GHG emission avoided or reduced (tCO2e). |
| (1) | Eligible Green Project | Signed amount (€) (2) |
Proceeds allocation project (3) |
Allocated amount (€) (4) |
Weight in assets total value (%) (5) |
Percentage of proceeds allocated (%) (6) |
|---|---|---|---|---|---|---|
| 1. Energy |
Renewable and Clean | 100.000.000 | Acquisition of Tilbury Green Power |
103.372.653 | 100.000.000 | 100% |
| 2. 3. |
Energy Efficiency Integrated Pollution Prevention and Control |
|||||
| Total | 100.000.000 | 100.000.000 |
Categories of eligible projects
Green Bond Impact Report (data from January to December 2022)
| Eligible Green Project (1) |
Signed amount (€) (2) |
Allocated amount (€) (3) |
Eligible value (%) (4) |
Injection capacity (MW) (5) |
Injected renewable energy (MWh) (6) |
CO2 emissions avoided (tonCO2e) (7) |
recycled from construction and demolition (ton) (8) |
|---|---|---|---|---|---|---|---|
| Acquisition of Tilbury Green Power |
100.000.000 100.000.000 100% | 41,6 | 289.177 | 55.921 | 232.999 | ||
| Total | 100.000.000 | 289.177 | 55.921 | 232.999 |
Identification of projects falling under the eligible categories: 1. Renewable and Clean Energy and 2. Energy Efficiency 3. Integrated Pollution Prevention and Control
Renewable energy injected by project in the reference period, between January and December 2022
Avoided emissions. Avoided emissions are those corresponding to the emissions that would occur if the electricity produced resulted from the national system, using as a reference the emission factor of the national grid, available at: https://www.gov.uk/ government/publications/greenhouse-gas-reporting-conversion-factors-2022
Biomass consumed by Tilbury Green Power, in the reference period, between January and December 2022
L
Type of Engagement: Annual Review Date: February 22, 2023 Engagement Team: Pauline Horng, [email protected] Taotao Yue, [email protected]
In October 2021, Greenvolt - Energias Renovávels S.A. (Greenvolt) developed the Green Bond Framework (the "Framework"),1 under which it intends to issue green bonds to finance or refinance projects and expenditures related to renewable energy, energy efficiency, integrated pollution prevention and control. In October 2021, Sustainalytics provided a second-party opinion2 on the Framework. In November 2021, Greenvolt issued the Greenvolt 2021-2028 Green Bond") aimed at exclusively refinancing the acquisition of Tilbury Green Power, a joint venture waste wood blomass power station, in which Greenvolt indirectly acquired a 51% stake in June 2021 in the UK.
In February 2023, Greenvolt engaged Sustainalytics to review the projects funded with proceeds from the Green Bond and provide an assessment as to whether the projects met the use of proceeds criteria and the reporting commitments outlined in the Framework. This will be the second annual review for Greenvolt's Green Bond provided by Sustainalytics, having completed the first in March 2022, 3
Sustainalytics evaluated the projects and assets funded with proceeds from the Green Bond based on whether they:
| Table 1: Use of Proceeds Categories, Eligibility Criteria and Associated KPIs | |
|---|---|
| -- | ------------------------------------------------------------------------------- |
| Use of Proceeds | Eligibility Criteria | Key Performance Indicators (KPIs) | |
|---|---|---|---|
| Renewable and Clean Energy / Energy Efficiency |
Renewable energy projects and energy efficiency projects (including residual forest biomass, wood waste, wind and solar, decentralized generation and storage), M&A transactions within the renewable energy sector, and other related and supporting expenditures such as R&D |
· Installed renewable energy capacity (MW) · Expected annual renewable energy generation (MWh) · Estimated annual GHG emission avoided or reduced (tCO2e) |
|
| Integrated Pollution Prevention and Control |
Projects contribute to decreased air and GHG emissions. Biomass power plants designed and operated according to the Best Available Techniques reference document (BREF).4 |
· Reduction of biomass waste in the forest · Recycled construction and demolition wood waste · Estimated annual GHG emission avoided or reduced (tCO2e) · Emissions of dust, nitrogen oxides (NO3), and sulphur dioxide (2017) |
1 The Greenvolt Green Bond Framework is available at: Mtps://greenvolt.gt/TileManager/comunicados/pdf en 79.pdf,
@ Sustainalytics 2022
"Sustainalytics" Second-Party Opinion on the Framework is available at this in present polifileManager/comprisquod/ en 31 pell The Greenvolt Annual Review (2022) is available at https://www.sustainalinal/sustainable-france end-lending/published-
projects/greemolt enagins senovacion Plants", (2020), at littles: //co.europa.eu/en/gustication/cetall-youblication/catall-youblication/ca1eIn1-detail-youblication/c31e5e11db60-11e7-a506-01aa75ed71a1/language-en
Greenvolt - Energias Renováveis S.A.
Greenvolt is responsible for providing accurate information and documentation relating to the details of the financed assets, including the description of projects, the amounts allocated and project impact.
A leading provider of ESG research and ratings, Sustainalytics conducted the verification of the use of proceeds from the Green Bond. The work undertaken as part of this engagement included the collection of documentation from Greenvolt and the review of said documentation to assess conformance with the Greenvolt Green Bond Framework.
Sustainalytics relied on the information and the facts presented by Greenvolt. Sustainalytics is not responsible, nor shall it be held liable for any inaccuracies in the opinions, findings or conclusions herein due to incorrect or incomplete data provided by Greenvolt.
Sustainalytics made all efforts to ensure the highest quality and rigor during its assessment process and enlisted its Sustainability Bonds Review Committee to provide oversight of the review.
Based on the limited assurance procedures conducted,5 nothing has come to Sustainalytics' attention that causes us to believe that, in all material respects, the reviewed projects do not conform with the use of proceeds and reporting criteria outlined in the Green Bond Framework. Greenvolt has disclosed to Sustainalytics that it has fully allocated all the proceeds from the Green Bond (EUR 100 million) as of June 2021.
Table 2: Detailed Findings
| Eligibility Criteria |
Procedure Performed | Factual Findings | Error or Exceptions Identified |
|
|---|---|---|---|---|
| Use of Proceeds Criteria |
Verification of the assets financed with the proceeds from the Green Bond to determine if the projects aligned with the use of proceeds criteria outlined in the Greenvolt Green Bond Framework and above in Table 1. |
All projects reviewed complied with the use of proceeds category. |
None | |
| Reporting Criteria |
Verification of the assets financed with the proceeds from the Green Bond to determine if the impacts of the projects were reported in line with the KPIs outlined in the Greenvolt Green Bond Framework. For a list of KPIs reported, please refer to Appendix 2. |
All projects reviewed reported on at least one KPI per use of proceeds category. |
None |
* Sustainalytics limited assurance process includes renewing the documentation related to the funded projects, including the description of the projects, the estimated and realized costs of the projects; and the projects impacts as provided by the issues; which is responsible for providing accurate information. Sustainalytics has not conducted on-site wisits to projects.

Greenvolt - Energias Renováveis S.A.
| Use of Proceeds Category | Eligibility Criteria |
Number of Projects |
Total Allocated Amount (EUR) |
|---|---|---|---|
| Renewable and Clean Energy / Energy Efficiency Integrated Pollution Prevention and Control |
Acquisition of Tilbury Green Power |
1 | 100,000,000 |
| Allocated proceeds (EUR) | 103,372,653 | ||
| Net proceeds raised from the Issuance (EUR) | 100,000,000 | ||
| Percentage of net proceeds allocated | 100% |
| Use of Proceeds Category |
Eligibility Criteria |
Green Bond Impact Reported by Eligibility Criteria | |||
|---|---|---|---|---|---|
| Project capacity (MW) |
Renewable energy generated (MWh)6 |
CO2 emissions avoided (tCO2e)7 |
Wood waste recycled from construction and demolition (tonnes) |
||
| Renewable and Clean Energy / Energy Efficiency / Integrated Pollution Prevention and Control |
Acquisition of Tilbury Green Power® |
41.6 | 289,177 | 55,921 | 232 999 |
@ Data from January to December 2022.
* Renewale entegy nijected by project in the relement and December 2022.
" Avsided enissions. Avaied enissions are the entisions that would occur if the electlicity produced
Annual Review Greenvolt - Energias Renováveis S.A.
SUSTAINALYTICS
The information, methodologies and opinions contained or reflected herein are proprietary of Sustainalytics and/or its third party suppliers (Third Party Data), and may be made available to third parties only in the form and format disclosed by Sustainalytics, or provided that appropriate citation and acknowledgement is ensured. They are provided for informational purposes only and (1) do not constitute an endorsement of any product or project; (2) do not constitute investment advice or a prospectus; (3) cannot be interpreted as an offer or indication to buy or sell securities, to select a project or make any kind of business transactions; (4) do not represent an assessment of the issuer's economic performance, financial obligations nor of its creditworthiness; and/or (5) have not and cannot be incorporated into any offering disclosure.
These are based on information made available by the issuer and therefore are not warranted as to their merchantability, completeness, accuracy, up-to-dateness or fitness for a particular purpose. The information and data are provided "as is" and reflect Sustainalytics" opinion at the date of their elaboration and publication, Sustainalytics accepts no liability for damage arising from the use of the information, data or opinions contained herein, in any manner whatsoever, except where explicitly required by law. Any reference to third party names or Third Party Data is for appropriate acknowledgement of their ownership and does not constitute a sponsorship or endorsement by such owner. A list of our third-party data providers and their respective terms of use is available on our website. For more information, visit http://www.sustainalytics.com/legal-disclaimers.
The issuer is fully responsible for certifying and ensuring the compliance with its commitments, for their implementation and monitoring.
In case of discrepancies between the English language and translated versions, the English language version shall prevail.

Annual Review Greenvolt - Energias Renováveis S.A. SUSTANALYTICS
Sustainalytics, a Morningstar Company, is a leading ESG research, ratings and data firm that supports investors around the world with the development and implementation of responsible investment strategies. For more than 30 years, the firm has been at the forefront of developing high-quality, innovative solutions to meet the evolving needs of global investors. Today, Sustainalytics works with hundreds of the world's leading asset managers and pension funds who incorporate ESG and corporate governance information and assessments into their investment processes. Sustainalytics also works with hundreds of companies and their financial intermediaries to help them consider sustainability in policies, practices and capital projects. With 17 offices globally, Sustainalytics has more than 1500 staff members, including more than 500 analysts with varied multidisciplinary expertise across more than 40 industry groups.
For more information, visit www.sustainalytics.com
Or contact us [email protected]

(Free translation of a report originally issued in Portuguese language: In case of doubt the Portuguese version will always prevaill)
To the Board of Directors of Greenvolt Energias Renovávels, S.A.
We have performed a limited assurance engagement in order to report on the Green Bonds Allocation and Impact Report ("Greenvolt Green Bonds Report") of Greenvolt Energlas Renovávels, S.A. ("Greenvolt"), included in Annex 8.7 Sustainability Annexes of the 2022 Integrated Report ("Report") of Greenvolt Group, which was prepared by the Board of Directors in accordance with Green Bond Framework ("Greenvolt Framework").
The Board of Directors of Greenvolt Energias Renovavels, S.A. is responsible for the preparation and content of the Greenvolt Green Bond Report, included in Annex 8.7 Sustainability Annexes of the 2022 Integrated Report of Greenvolt Group in accordance with the Greenvolt Framework, as for designing and maintaining an appropriate internal control system to enable the preparation of the information.
Our responsibility is to issue an independent and professional limited assurance report based on the procedures performed and specified in the "Scope" section.
Our work was performed in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements other than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board and ethical standards and ethical standards and guidelines as issued by Ordem dos Revisores Oficials de Contas (the Portuguese Institute of Statutory Auditors). Those standards require that we plan and perform the review to obtain limited assurance about whether the information included in the Greenvolt Green Bonds Report is free from material misstatement.
The procedures performed are dependent on our professional judgment, considering our understanding of Greenvolt, the use of the proceeds of the Green Bonds and other circumstances relevant to our work. Our work Included:
Page 2 of 2
The procedures performed on a limited assurance engagement vary in nature and are less extensive than a reasonable assurance engagement. Consequently, the level of assurance obtained on a limited assurance engagement is substantially less than in a reasonable assurance engagement. Accordingly, we do not express an opinion of reasonable assurance.
We conducted our work in compliance with the independence and ethical standards as issued by International Ethics Standards Board for Accountants (IESBA) and Ordem dos Revisores Oficials de Contas (the Portuguese Institute of Statutory Auditors).
We applied the International Standard on Quality Management 1 (ISOM1), which requires that a comprehensive. system of quality must be designed, implemented, and maintained, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Based on our work, nothing has come to our attention that causes us to believe that the information included on the Green Bonds Allocation and Impact Report Greenvolt Energias Renováveis, S.A., Included in Annex 8.7 Sustainability Annexes of the 2022 integrated Report of Greenvolt Group, has not been prepared, in all material respects, in accordance with reporting criteria of Greenvolt's Framework.
This report is intended solely for the purposes of reporting on the performance and activities related with the issuance and use of Green Bonds proceeds as requested by the Board of Directors of Greenvolt Energias Renovávels, S.A. Our report should not be used for any other purpose and should not be published in other document besides 2022 Annual Integrated Report of Greenvolt Group.
Lisbon, March 21 2023
Deloitte & Associados, SROC S.A. Represented by João Carlos Reis Belo Frade, ROC Registration in OROC n.º 1216 Registration in CMVM n.º 20160827
(Free translation of a report originally issued in Portuguese language: in case of doubt the Portuguese version will always prevaill
To the Board of Directors of Greenvolt Energias Renovávels, S.A.
We have been engaged by the Board of Directors of Greenvolt Energias Renovavels, S.A. ("Greenvolt") to perform a limited assurance engagement on the sustalnability information included in its 2022 Integrated Annual Report (hereinafter referred to as "Sustainability information").
The Board of Directors of Greenvolt is responsible for preparing sustainability information in accordance with the requirements of the Global Reporting Initiative ("GRI Standards"), defining suitable criteria for this purpose, as well as for implementing and maintaining an internal control system and processes sultable for capturing and processing Information, to ensure adequate preparation of sustainability information. Our responsibility is to issue a professional and independent limited assurance report based on the procedures performed and specified in the "Scope" section.
Our work was performed in accordance with International Assurance Engagements Standard (ISAE) 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information, Issued by the International Auditing and Assurance Standards Board and other technical and ethical guidelines as Issued by Ordem dos Revisores Oficials de Contas (the Portuguese Institute of Statutory Auditors). That standard requires that our work be planned and executed in such a way as to obtain a limited degree of assurance about whether the sustainability information referred to in chapter 8.7.1 "GRI Index" of the Sustainability Annex of the 2022 Integrated Annual Report and disclosed in the respective sections thereof, was prepared, in all material aspects, in accordance with the GRI Standards.
The procedures performed depend on our professional judgment, considering our understanding of Greenvolt and other circumstances relevant to this work, and consisted of:
616
Page 2 of 2
The procedures performed in a limited assurance engagement vary in nature and are substantially less in scope than those performed in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially less than what would be obtained if we had performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion.
We consider that the evidence obtained is sufficient and appropriate to provide a basis for our conclusion.
We comply with the independence and ethics requirements of the International Ethics Standards Board for Accountants (IESBA) code of ethics and the Code of Ethics of Ordem dos Revisores Oficials de Contas (OROC, the Portuguese Institute of Statutory Auditors).
We apply the International Quality Management Standard 1 (ISQM 1), which requires that a comprehensive quality management system be designed, Implemented and maintained that includes policies and procedures on compliance with ethical requirements, professional standards and regulatory requirements as applicable.
Based on the work carried out, and described in the "Scope" section, nothing has come to our attention that causes us to believe that the sustainability information included in the 2022 Integrated Annual Report of Greenvolt Energias Renovávels, S.A., has not been prepared, in all material aspects, in accordance with the requirements established in the GRI Standards.
Lisbon, April 6 2023
Deloitte & Associados, SROC S.A. Represented by João Carlos Reis Belo Frade, ROC Registration in OROC n.º 1216 Registration in CMVM n.º 20160827
617
The indicators reported throughout the Sustainability Report include the companies included in the Greenvolt Group's consolidation perimeter (see Appendix I. List of Subsidiaries Included in the Consolidation Perimeter, of Consolidated Financial Statements).
To calculate this indicator, the following methodology is used: proportion of spending with local suppliers = amount spent with local suppliers / total amount spent with suppliers.
Local suppliers are considered to be any organisation or person who supplies a product or service to each of the Greenvolt Group companies, and who is located in the same geographic market (i.e. for which no transnational payment is made).
Greenvolt's greenhouse gas (GHG) emissions inventory (Greenvolt Carbon Footprint) is prepared in accordance with The GHG Protocol benchmark, namely with The GHG Protocol Corporate Accounting and Reporting Standard - Revised Edition (2004), complemented with the guidelines defined in The GHG Protocol Scope 2 Guidance (2015) for the calculation of scope 2 emissions, and in The GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011), for the calculation of scope 3 emissions.
The emissions are consolidated in accordance with a financial control approach. In accordance with The GHG Protocol definition, by applying the financial control approach, 100% of the GHG emissions for the operations over which Greenvolt has financial control and 0% of the emissions for the operations in which it has a stake, but not control, are consolidated in scope 1 and 2.
The approach to financial control is consistent with international financial accounting standards. The company is considered to have financial control of an operation, for GHG emissions consolidation purposes, if that operation is considered a group company or a subsidiary for financial consolidation purposes, i.e. if it is financially consolidated by the full consolidation method.
Organisational boundaries: 100% of GHG emissions from operations over which Greenvolt– Energias Renováveis, S.A. (Greenvolt) has financial control. This includes all subsidiaries and other Greenvolt Group entities financially consolidated using the full consolidation method, including
those in which Greenvolt holds, directly or indirectly, less than 50% of capital, but over which it exercises financial control[1].
Operational boundaries: accounted as direct emissions those that, within organisational boundaries, occur in sources that are assets financially owned by Greenvolt, even if operated by third parties (e.g. biomass power plants operated by Altri). Indirect emissions are those that are within organisational boundaries, and occur at sources that are assets financially owned by third parties (e.g. outsourced activities)[2].
In line with the GHG Protocol guidelines, GHG emissions from assets acquired during the reporting year are accounted for throughout the year, not just from the date of financial consolidation. In cases where information for the part of the year prior to the financial consolidation date is not available, the emissions for that period are estimated.
The inventory includes, whenever applicable, emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), fluorinated gases (hydrofluorocarbons - HFCs; perfluorocarbons - PFCs and sulphur hexafluoride - SF6) and nitrogen trifluoride (NF3).
The results are converted and presented as carbon dioxide equivalent (CO2e), using the Global Warming Potential (GWP) values of the version of the Intergovernmental Panel on Climate Change (IPCC) Assessment Report used at each stage in the most recent edition of the National Inventory of Emissions, prepared by the Portuguese Environment Agency1 .
The inventory is updated on an annual basis, based on the consolidated annual values of the activity data collected on a monthly basis. Conversion factors (e.g. energy conversions and emission factors) are updated annually.
The base year for the inventory is 2021, which is the year Greenvolt shares were listed on Euronext Lisbon. In years prior to 2021, Greenvolt operations existing at that date were included in the Altri Group GHG inventory.
A materiality threshold of 5% change in total emissions has been set to trigger a recalculation process.
The base year of the inventory will be recalculated in the following circumstances:
Structural changes: changes in the structure of the company involving the transfer of financial control of issuing activities between different entities (e.g. mergers, acquisitions, divestments and outsourcing/insourcing of activities). When a structural change occurs mid-year, the base year emissions are recalculated for the entire year.
The base year should not be recalculated if: i) the integrated/disposed operations and respective emissions did not exist in the base year; ii) the insourced/outsourced activities and respective emissions were already accounted for by the company, in a different scope; iii) it is an organic growth/decrease, namely production increase/decrease or opening/closing of units or facilities, without transferring them to other entities.
Methodological changes: change in emission calculation methodology or improvements in reliability or sources of activity data or emission factors.
Thereshould be no recalculation of the base year if the change in emission factors reflects a real change in emissions into the atmosphere (e.g. a change in carbon content of electricity consumed).
Error correction: detection of significant errors.
All non-biogenic emissions from sources that constitute assets financially owned by Greenvolt (direct emissions) are accounted for. This includes:
Fixed combustion:
Fossil fuel consumption in biomass power plants:
Firefighting system
• Leakage of fluorinated gases: leakage of fluorinated gases with GWP in air conditioning, refrigeration, fire extinguishing and electrical cutting equipment existing at the plants.
The calculation is based on activity data collected on a monthly basis (e.g. fuel consumption, replacement of fluorinated gases) and conversion factors (densities, energy conversions and GHG emission factors) published by reference entities and adapted to the circumstances of the regions where Greenvolt operates.
Emissions associated with the production of electricity and steam are accounted for when acquired from third parties and consumed in assets held financially by Greenvolt and in facilities in which the company has a contract with an energy supplier (indirect emissions from electricity and steam). This includes:
Acquired electricity:
The calculation is done on the basis of monthly activity data collected (purchased electricity consumption). The location-based calculation method uses emission factors published by the
European Environment Agency (EU) and UK Defra (UK). The market-based calculation method uses emission factors specific to the electricity traders used.
Steam purchased:
• Consumption of steam acquired from third parties at biomass power plants: acquisition of steam from CELBI in the biomass power plants of Figueira da Foz (Bioelétrica da Foz and Sociedade Bioelétrica do Mondego).
The calculation is done on the basis of monthly activity data collected (consumption of steam acquired from CELBI). The location-based method and market-based method calculation uses an emission factor specific to steam production in CELBI.
Accounted for all relevant emissions induced by Greenvolt's activity upstream and downstream in the value chain, and which occur at sources that constitute assets financially held by third parties (other indirect emissions).
Purchased goods and services (category 1): Relevant category but not yet accounted for. Expected to be accounted for as of 2023.
Fixed assets (category 2): Relevant category but not yet accounted for. Expected to be accounted for as of 2023.
Emissions from energy, not included in scope 1 and 2 (category 3): Upstream emissions (extraction, processing and transport) in the life cycle of purchased biomass, fossil fuels and electricity. For biomass, the calculation uses specific data from the Greenvolt supply chain in Portugal and the United Kingdom, representative of the reporting year, accounting for emissions associated with the processing and transport of the biomass consumed at each plant. Emissions from the cultivation phase are considered null, since Greenvolt uses only residual biomass (residual forest biomass in Portugal and waste wood from construction in the UK). For fossil fuels and electricity, the calculation uses life-cycle reference emission factors, and national values for electricity T&D grid losses and their location-based emission factors, by country.
Upstream logistics and distribution (category 4): Emissions from transport outsourced by Greenvolt and inbound transport carried by suppliers. This includes emissions from the transport by sea and road of photovoltaic panels installed in the reporting year from the supplier's premises to the installation site. The calculation uses data specific to the Greenvolt logistics standard (weights transported, distances travelled and vehicle type), representative of the installed power in the reporting year, and reference emission factors, by vehicle type.
Waste generated during operations (category 5): Emissions from the disposal and treatment of waste and wastewater generated in the company's own operations, including transport to treatment plants. The calculation uses the quantities of waste/waste areas and corresponding final destinations in the reporting year and reference emission factors per final destination type. Emissions from recycling and energy recovery operations are considered null, since they are allocated to the recycling and energy sectors, respectively.
Business travel (category 6): Emissions from employee business air travel. The calculation uses information on distances travelled and number of passengers in the reporting year and reference emission factors that include the Radiative Strength Index.
Commuter mobility (category 7): Emissions from home-work-home journeys made by employees in vehicles not belonging to the Greenvolt fleet. The calculation uses data specific to employee mobility patterns, obtained through a survey, and emission factors representative of each mode of transport.
Use of assets under upstream leasing (category 8): Emissions from the consumption of electricity, heat and cold acquired in facilities used by Greenvolt but where the company does not directly contract the energy (rented spaces where energy is included in the rent). The calculation uses consumption estimates or monitoring data provided by the building owner and location-based emission factors, for each country.
Downstream logistics and distribution (category 9): Not applicable. Greenvolt does not produce products that require downstream transport.
Processing of products sold (category 10): Not applicable. Greenvolt does not produce products that require processing.
Use of products (category 11): Not applicable. Greenvolt does not produce products that generate emissions in the use phase.
End of life of products sold and packaging (category 12): Not applicable. Greenvolt does not produce products or packaging that generate emissions at their end of life.
Use of assets in downstream leasing (category 13): Not applicable. Greenvolt does not lease assets to third parties.
Franchising (category 14): Not applicable. Greenvolt has no activities carried out by third parties under a franchising agreement.
Investments (category 15) - Scope 1 and 2 emissions, as a % of share capital held, of associated companies and joint ventures, not consolidated for accounting purposes by the full consolidation method. The calculation uses data specific to scope 1 and 2 emissions of the affiliated companies. When these emissions result exclusively from the use of shared premises with Greenvolt Group companies included in the organisational scope of the inventory, their accounting is included in scope 1 and 2.
Direct emissions of CO2 from the combustion of different types of biomass used to produce electricity at Greenvolt's thermoelectric power plants.
According to The GHG Protocol guidelines, these emissions are calculated on a mandatory basis, but should be reported separately (out of scope) and not included in scope 1, since they correspond to the release of CO2 removed from the atmosphere by the photosynthesis processes necessary for the growth of burnt biomass, thus resulting in a neutral balance.
The CH4 and N2O emissions associated with the combustion of this biomass are reported in scope 1.
Social indicators cover all companies of the Greenvolt Group, with the total number of employees in reference to 31 December 2022.
The following formulas were used to calculate this indicator:
The following formulas were used to calculate this indicator:
With regard to work-related accidents, Greenvolt reports the number of work-related fatalities, the fatality rate, the rate of accidents with serious consequences, the frequency rate and the severity rate for employees and contractors, using the following calculation methodology:
Accident with serious consequences: Injury from which the worker cannot recover, or is not expected to fully recover within six months, to his or her health status prior to the accident;
Serious occupational accidents are defined as those that result in death, or an injury from which the worker cannot recover, or is not expected to fully recover within six months, to his or her health status prior to the accident.
Work-related accidents with mandatory reporting are defined as those that require mandatory reporting and result in one of the following: death, absence from work, loss or reduction of capacity to work or transfer to another job, medical treatment other than first aid or loss of consciousness; or serious occupational injury diagnosed by a physician or other qualified health professional, even when not resulting in death, absence from work, loss or reduction of capacity to work or transfer to another job, medical treatment other than first aid or loss of consciousness.
The subcontractor indicators cover only Portugal, United Kingdom and Poland.
Key:
[1] In December 2022, the most recent edition of the National Emissions Inventory (NIR PT 2022) used the GWP values published in the IPCC Fourth Assessment Report (2007).
[2] Emissions of CH4 and N2O associated with biomass combustion.
[3] As of December 2022, Greenvolt had not yet put in place the monitoring mechanisms to account for and report on emissions associated with electric vehicle charging.
Public Company
PORTUGAL Rua Manuel Pinto de Azevedo, 818 4100-320 Porto | Portugal
Share capital fully subscribed and paid-up €367 094 274.62 Registered in the Commercial Registry Office of Lisbon under the single registration and taxpayer number 506 042 715
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