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Greenvolt Energias Renovaveis

Annual Report Apr 7, 2023

1907_10-k_2023-04-07_500d5d6a-9e18-457c-b61b-5b7f24350cde.pdf

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.

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A.

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!

About this Report

A more integrated vision on how we create value

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:

  • A. Management Report, which encompasses chapters on Group Presentation, Strategy, Responsible Management and Group Performance;
  • B. Consolidated Financial Statements;
  • C. Individual Financial Statements;
  • D. Governance Report;
  • E. Appendices.

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]

Group Presentation

01 02 03 04 Strategy Responsible Management

Group Performance

Consolidated Financial Statements

Separate Financial Statements

05 06 07 08 Governance Report

Appendices

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

1.1

MESSAGE FROM THE CHAIRWOMAN OF THE BOARD OF DIRECTORS

Clementina Barroso

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.

INTERVIEW WITH THE CEO

João Manso Neto

If we were to identify the "event of the year", we would not be wrong in saying it was Russia's invasion of Ukraine. What is your vision of this new reality in which we live?

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.

How does Greenvolt's business model position itself vis-à-vis this new reality?

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

What makes Greenvolt stand out from its competitors?

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.

Turning now to your more traditional business, biomass. How did it go in 2022?

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.

Do you want to keep growing in this area of business in the near future?

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.

Do you agree when we say that in the utility scale segment, 2022 was a landmark year with the first sale of assets developed and built by Greenvolt?

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.

And what were these changes?

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.

What are the challenges faced by this business?

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.

Perhaps Greenvolt's least known segment is the distributed generation, even though the company is already established in both Portugal and Spain. How did it go in 2022?

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, what can we expect from this new segment?

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.

Looking at Greenvolt's balance sheet, one can see that there is a large amount of cash. What is the goal?

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.

Greenvolt bases its business strategy on a sustainability framework that considers, among others, People and Organization as the primary strategic enablers. How important are these enablers for an organization like Greenvolt, and what initiatives developed in 2022 would you like to highlight?

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.

1.2

Mission, Vision and Values

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:

  • • Ambition: We are bold, and like to take risks, make discoveries, try and even fail. We are resilient, and make every effort to achieve significant results.
  • • Agility: We work in fast-paced environments, quickly adapting to new circumstances and challenges. We make decisions, delegate and collaborate in an agile way.
  • • Team Spirit: We harness the full power of our diverse and global teams, bringing a combination of our personal side, strengths and unique capabilities to every challenge.
  • • Empowerment: We solve complex problems for a sustainable future. We take ownership and responsibility, executing locally.

1.3

Highlights of the Year

Our Numbers

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

1.4

Who We Are

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.

1.4.1. Business Segments

Residual Biomass

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.

Development of Wind and Solar Utility-scale

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.

Distributed Generation

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

1.4.2. Where we are

Greenvolt is present in 16 geographies, with 486 employees in 12 of these geographies.

1.4.3. Governance Structure

1.4.4. Shareholder Structure

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

Source: Greenvolt + Interbolsa

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.

1.5 How We Create Value

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

2.1 Trends and catalysts for change

Market Context

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.

Key developments in the European Union's regulatory framework

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.

2.2 Strategic Positioning

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.

Residual Biomass

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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.

Development of Wind and Solar Utility-scale

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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.

Figure - Pipeline of 6.9 GW

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.

Distributed Generation

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.

2.3

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Sustainability

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.

Commitment to Sustainability

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:

  • that contributes to combating climate change;
  • that contributes to carbon neutrality in energy production by using infinite resources, such as the wind and the sun;
  • that promotes fair and democratic energy transition by offering solutions for households and businesses that reduce the effect of rising energy costs;
  • that contributes to the circular economy and mitigates the risk of forest fires, through the use of the right biomass for the production of renewable energy - residual biomass, both urban and forest.

2.3.1. Approach to Sustainability

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:

2.3.2. Materiality

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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:

  • Involvement with Communities priority level revised from "Relevant" to "Very Relevant", due to the importance of the strategy for the approach and involvement with communities. The social responsibility and sustainability programme "S.T.O.P._Rethink your Impact", launched in the third quarter of 2022, is our response to this concern (section 4.3.3. "Commitment to the Community");
  • Sustainable Financing priority level revised from "Relevant" to "Very Relevant", taking into account criticality to accelerate energy transition, future growth and robust technical infrastructure to support strategic operations (section 2.5. "Financial Sustainability");
  • The material topic "Diversity and Inclusion" was renamed "Diversity, Equality and Inclusion", in order to fully reflect the Group's vision and highlight the topic of Equality, in line with the Diversity, Equality and Inclusion Policy approved in 2022.

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.

Materiality Matrix

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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".

List of material topics

Environmental Dimension

  • a. Sustainable Portfolio: Increasing renewable energy production from renewable and circular sources, and providing products and services that promote the production/ consumption of renewable energy by third parties.
  • b. Low carbon value chain (Climate Change): Reduction of greenhouse gas emissions in own operation and in the value chain, in line with climate science.
  • c. Protecting biodiversity and preserving ecosystems: Implementation of best management practices to preserve and mitigate impacts on biodiversity and ecosystems.

Social Dimension

  • a. Diversity, Equality and Inclusion: Ensuring equal opportunities, combating discrimination and promoting inclusion and diversity in its different dimensions.
  • b. Talent and Recognition: Human capital management in order to attract and retain talent and provide adequate working conditions, ensuring compliance with the best labour practices, and implementing mechanisms for regular consultation and communication with employees regarding strategic decisions.
  • c. Safety, Health and Welfare: Promoting employees' safety, health and well-being, valuing the balance between work, family and personal life.
  • d. Involvement with Communities: Implementation of the strategy of approach, investment and support to communities, promoting socio-economic development projects with a positive local impact.
  • e. Human Rights: Respect and promote Human Rights in our own activities in accordance with international principles, standards and laws (e.g. United Nations Global Compact, Universal Declaration of Human Rights and the International Labour Organization's Fundamental Principles and Rights at Work), as well as seek to replicate the same principles in the supply chain.

Governance Dimension

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  • a. Ethics and transparency: Adoption of a governance structure in line with the best corporate governance practices (e.g. rules on composition, diversity, appointment, competencies and experience of the governing bodies), providing complete, clear and accurate information on company practices and performance.
  • 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.

  • d. Responsible Tax Practices: Adoption of responsible and transparent tax policies and practices, in line with best practice.
  • e. Responsible supply chain: Integration of social and environmental criteria in the selection of suppliers (e.g. no use of forced child labour, respect for human rights, ecoefficiency, pollution control practices).
  • f. Green financing: Obtain sustainable financing, with the aim of financing or refinancing green and socially responsible projects in order to accelerate the energy transition and the fight against climate change.

2.3.3. Strategic Sustainability Plan 2022-2025

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.

Creating a more sustainable future

Transformational - POSITIVE IMPACT Structural - SOLID FOUNDATIONS

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.

Long-term sustainable value creation

Sustainable Development throughout the value chain

2.3.4. ESG Commitments

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).
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.
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.
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.
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.
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".
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.
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.

.

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.
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
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.
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.
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

.

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".
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

2.3.5. Sustainability Management

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.

Organisation and Responsibilities

I. Governing Bodies

.

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.

II. Chief Executive Officer

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.

III. Sustainability Department

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:

  • a. Support the Committee in defining the Sustainability Strategy;
  • b. Support the definition of new policies, commitments and goals and their alignment with the Group's strategic objectives, namely, climate targets;
  • c. Coordinate the business areas and geographical zones in the implementation of the Sustainability Strategy;
  • d. Identify relevant ESG risks and opportunities for stakeholders and for the business, including the presentation and updating of climate risks and opportunities incorporated in the TCFD recommendations, with a view to improving their management process and business continuity, and supporting the preparation of climate change adaptation plans;
  • e. Promote the improvement of the organisation's sustainability performance and the continuous improvement of the associated processes ;
  • f. Analyse trends and best practices in the field of Sustainability;
  • g. Collect and report non-financial information.

.

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.

IV. Group Companies

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.

V. Committees and Working Groups

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.

2.4

.

Risk Management

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.

Risk Management Governance Pillars

Risk Management Governance Model

.

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:

Risk Management Methodology

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.

Risk Catalogue

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.

Main Risks of 2022

.

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
Project Execution
000
Interest Rate
OTH
O Price
Access to
TOT
Financing
Regulatory,
Legal or Fiscal
Liquidity
o
Accidents
involving People
Supply Chain
000
Logistics
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

Business

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
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
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)
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

2.5

Financial Sustainability

We have included sustainable financing practices in the Financial Policy and Strategy

2.5.1. Sustainable Financial Policy

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:

  • diversification of its sources and types of financing;
  • extending the debt maturity profile and strengthening its capital structure;
  • investment in projects that improve its environmental performance, promote a clean and renewable energy production framework, strengthen integrated pollution prevention and control, and that are based on the circular economy.

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.

2.5.2. Issuance of Green Bonds

.

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.

2.5.3. Sustainable Finance

.

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.

Group financial management principles

  • 1. Solid, consistent financial performance
  • Strategic optimisation of the capital structure, using the capital market and the banking system.
  • Compliance with short- and long-term financial obligations and guaranteeing access to capital markets, by careful management of liquidity levels and maintaining adequate levels of solvency.
  • With regard to bank loans and financial instruments, centralised contracting to obtain the best market terms and conditions, both in terms of amounts and maturities, thereby meeting the funding needs of the company and the Group.
  • Diversification of banking counterparties and types of financing, which include green bonds, project finance, bond loans, medium and long-term loans, commercial paper programmes, secured current accounts, bank overdrafts, factoring and confirming structures, among others.

• 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.

2. Generating value through environmental, social and governance policies

• 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.

3. Low-risk profile

  • Commitment to a solid investment rating, guided by rules and procedures of high rigour, transparency and financial discipline, seeking to reconcile the reduction of financial risks with the fulfilment of the Group's responsibilities.
  • Ongoing identification of financial risks and proactive management of their mitigation.
  • Adequate exposure to foreign exchange risk, interest rate risk, credit risk, liquidity risk and contracting of derivatives, when necessary.
  • 4. Prudent distribution of dividends
  • Compatibility of the objective of achieving an investment grade rating, with a prudent and sustainable dividend policy, based on a consistent, structural and financially sound business plan.

CAPEX and financial investments

.

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.

  • Entry into the B2B segment of decentralised generation in Spain, a segment that has seen strong growth in recent years, through the acquisition of Univergy (current Greenvolt Next Spain) and the establishment of Perfecta Industrial and Greenvolt Next Polska.
  • Establishment of Greenvolt Communities, which promotes the creation of energy communities in which Citizens, Public and Private Entities produce, consume and share 100% renewable energy. First the solar panels are installed in the spaces made available by the Producer Members, and the energy is produced for self-consumption and distribution of the remainder to the other members of the community (Consumers). Note that the description "Energy Communities" covers the legal figures of Collective Self-Consumption and Renewable Energy Communities.

Participation in working groups for the promotion of Sustainable Financing

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.

2.5.4. European Taxanomy

.

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.

Relevant definitions

.

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:

  • The economic activity contributes substantially to one or more of the environmental goals;
  • It does not significantly impair any of the other environmental goals;
  • It is carried out respecting minimum social safeguards; and
  • It complies with the technical criteria provided for in the delegated regulations that supplement the Taxonomy Regulation.

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.

.

Specification of Key Performance Indicators (KPIs)

(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:

  • a. is related to assets or processes associated with taxonomy-eligible economic activities and taxonomy-aligned activities;
  • a. is part of a plan to expand taxonomy-eligible economic activities and taxonomy-aligned activities, or to enable taxonomy-eligible economic activities to become taxonomyaligned;
  • a. is related to the acquisition of the output of taxonomy-eligible economic activities and taxonomy-aligned activities and to individual measures enabling the transformation of the activities concerned to low-carbon activities or leading to reductions in greenhouse gas emissions, provided that these measures are implemented and operational within 18 months.

(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:

  • a. is related to assets or processes associated with taxonomy-eligible economic activities and taxonomy-aligned activities, including training and other adaptation needs of human resources, and direct out-of-pocket costs that represent research and development; or
  • b. is part of the CapEx plan to expand taxonomy-eligible economic activities and taxonomyaligned activities, or to enable taxonomy-eligible economic activities to become taxonomy-aligned within a pre-defined timeframe;
  • c. is related to the acquisition of the output of taxonomy-eligible economic activities and taxonomy-aligned activities and to individual measures enabling the transformation of the activities concerned to low-carbon activities or leading to reductions in greenhouse gas emissions, as well as to individual measures for building renovation, provided that these measures are implemented and operational within 18 months.

.

Turnover:

Figure 1: Percentage of turnover from eligible and aligned activities

Business
Turnover
Proportion Turnover
of business
(eligible)
Proportion Turnover
of business
(aligned)
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.

Capital expenditure (CapEx):

.

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)
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.

Operating Expenses (OpEx):

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)
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.

EU taxonomy - eligibility and alignment

.

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:

  • a. Production of electricity from photovoltaic solar technology (4.1);
  • b. Production of electricity from wind power (4.3);
  • c. Production of electricity from bioenergy (4.8); and
  • d. Installation, maintenance and repair of renewable energy technologies (7.6).

2.5.5. ESG Ratings and Indexes

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.

Key ratings and indexes 2022:

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

03 RESPONSIBLE MANAGEMENT

Our foundations for value creation

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.

3.1

Policies and Commitments

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):

1. Code of Ethics and Conduct

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.

2. Sustainability Policy

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.

3. Integrated Risk Management Policy

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.

4. Code of Conduct on the Prevention of Corruption and Related Offences

Establishes the set of principles, values and rules of action in matters of professional ethics and prevention of Corruption and Related Offences.

5. Sustainable Purchasing Policy

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.

6. Diversity, Equality and Inclusion Policy

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.

7. Occupational Health and Safety Policy

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.

8. Tax Policy

Ensure an appropriate and uniform tax approach within the Greenvolt Group.

9. Privacy Policy

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.

10. Internal Whistleblowing Policy

To define internal rules and procedures for receiving, processing and handling complaints made within all companies in which Greenvolt has a stake.

11. Policy on Prevention and Combating Money Laundering and Terrorist Financing

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.

12. Policy on Transactions with Related Parties

Establishes the fundamental principles that should govern transactions with related parties.

13. Manual of Internal Procedure on Market Abuse

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.

14. Corporate Bodies Remuneration Policy

Establishes the principles underlying the remuneration practices adopted by the Company.

15. Social Media Use Policy

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).

16. Supplier Code of Conduct

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.

External Commitments

The Greenvolt Group is a signatory to several benchmark national and international initiatives, which imply its business and contribution to Sustainability.

UNITED NATIONS GLOBAL COMPACT (UNGC)

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.

GLOBAL COMPACT NETWORK PORTUGAL

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.

PORTUGUESE ODS ALLIANCE

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

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.

BUSINESS COUNCIL FOR SUSTAINABLE DEVELOPMENT (BCSD) PORTUGAL

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

LISBOA E-NOVA – LISBON ENERGY AND ENVIRONMENT AGENCY

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

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 - SUPPORT GROUP TO CORPORATE CITIZENSHIP

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

PORTUGUESE DIVERSITY CHARTER

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.

BCSD PORTUGAL - CHARTER OF PRINCIPLES

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

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

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 – PORTUGUESE ASSOCIATION OF RENEWABLE ENERGY

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.

CBE – BIOMASS CENTER FOR ENERGY

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.

INVESTORS DIALOGUE ON ENERGY

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– PORTUGUESE ASSOCIATION FOR THE HYDROGEN PROMOTION

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.

APE – PORTUGUESE ENERGY ASSOCIATION

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 - POLISH RENEWABLE ENERGY ASSOCIATION

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.

UNEF – SPANISH SOLAR PHOTOVOLTAIC ASSOCIATION

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.

FIR – INVESTOR RELATIONS FORUM

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.

3.2

Stakeholders Management

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.

What matters most to our stakeholders

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.

Results of the consultation process

  • Identify ESG priorities (action areas and topics);
  • Identify opportunities for improvement;
  • Identify priority SDGs.

Goals Methodology

  • •Online questionnaire based on potential material topics (identified in the mapping phase);
  • •Interviews with top management.

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.

Most relevant topics, by ESG aspect, for different stakeholder groups

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

3.3

Ethics and Conduct

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 Code of Ethics and Conduct, and other Policies taken on by Greenvolt (see section 3.1. Policies and Commitments), which develop and deepen some of the established ethical principles, as well as the legislation and/or regulations that may be applicable at any given time;
  • The Ethics and Sustainability Committee;
  • Annual Action and Training Plan for Ethics.

Ethics and Sustainability Committee

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:

  • Monitor and answer questions about the Code of Ethics and Conduct, its application and possible exceptions, establishing compliance guidelines for Greenvolt Group companies;
  • Prevent, detect and investigate behaviour in breach of the Code and/or other codes used by Greenvolt, and the respective regulations supplementing and/or related to them; and
  • Serve as the recipient of reports on any offences against the rules of Greenvolt's Codes and Regulations.

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

Annual Action and Training Plan for Ethics

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:

  • Code of Ethics and Conduct
  • Code of Conduct for the Prevention of Corruption and Related Offences
  • Policy on Prevention and Combating Money Laundering and Terrorist Financing
  • Internal Whistleblowing Policy
  • Manual of Internal Procedure on Market Abuse
  • Policy on Transactions with Related Parties
  • Diversity, Equality and Inclusion Policy

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.

3.4

Fight against Corruption

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.

Anti-corruption mechanisms

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.

In 2022, there is no record of proven cases of corruption in Greenvolt.

Commitments for 2023 and beyond

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:

  • a. Continue to implement the relevant internal procedures that address the risks identified in the Plan for the Prevention of Risks of Corruption and Related Offences.
  • b. Develop annual Training and Communication Plans that raise employees' awareness of corruption and bribery issues as well as the compliance mechanisms developed internally.
  • c. Strengthen the internal complaint channels and internal mechanisms for investigating the communications received.
  • d. Strengthen counterpart due diligence processes, spreading their application within the Greenvolt Group.
  • e. Obtain ISO 37001 accreditation, certifying the anti-corruption and anti-bribery mechanisms implemented at Greenvolt.

3.5

Responsible Tax Practices

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

Tax Principles

The Group's guiding principles can be summarised as follows:

  • Comply with the tax laws, rules and regulations of all the countries in which the Group operates and ensure that all taxes, contributions and any other contributions due are paid;
  • Correct use of the various tax incentives and benefits provided for in the tax legislation of the various geographies in which the Group is present and which are appropriate for the business developed according to its economic substance;
  • Seek professional advice, and discuss with local tax authorities on areas where there is any uncertainty or which may be subject to judgements, so that a common understanding can be reached to support the Group's practices;
  • Make informed decisions to minimise the risk of litigation with tax authorities;
  • Avoid aggressive tax planning in transactions. The Group has been growing rapidly through acquisitions in various jurisdictions, whose structuring/rationale has always been based on Greenvolt's business drivers, and not on tax evasion;
  • Ensure that all intra-group transactions are done at market prices, respecting the principle of full competition, through a transfer pricing policy in line with OECD (Organisation for Economic Co-operation and Development) guidelines;

99 3. RESPONSIBLE MANAGEMENT

  • Manage the complexity of the tax framework (which naturally arises from the Group's presence in several jurisdictions) through strong communication and continuous dialogue between the central tax team and the tax teams from each region, thus centralizing decisions in more complex situations;
  • Raise awareness among employees of the Group's commitment to making decisions that prevent and reduce tax risks, including participation in workshops on relevant tax issues;
  • Not creating artificial or insubstantial structures for the sole purpose of reducing the tax burden; and
  • Prepare and provide all information requested/required by the tax authorities.

Tax Policy Management

This issue is managed by the following:

  • For situations where there are uncertainties or questions on tax matters, the teams in each region should raise the matter with the central team to determine a joint action strategy, which may require the involvement of tax advisers;
  • The tax officer in each jurisdiction must be informed of any situations that may have a tax impact, including M&A transactions in progress, and must review reports prepared by external advisers in order to assess tax risks (if any) to the Group;
  • The tax officer of each jurisdiction shall periodically inform the directors of that jurisdiction of the main existing situations having an impact on fulfilling tax obligations, as well as any important changes in local tax legislation;
  • The local tax officers shall report periodically to the Group tax officer on any existing situations with a tax impact, including any changes in local legislation. Additionally, periodic meetings should be held to assess any potential future improvements;
  • The Group's tax officer shall periodically inform the CEO of the main existing situations having an impact on fulfilling tax obligations, as well as any important changes in tax legislation and future tax initiatives;
  • The Tax Policy shall be prepared by the Group's tax officer and reviewed annually by the Board of Directors.

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3.6

Asset Management

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:

  • a. Monitoring and analysis of the operational performance of assets;
  • b. Monitoring the financial performance of assets;
  • c. Informed investment decisions on operating assets;
  • d. Supporting the development and launching of new projects;
  • e. Risk Management;
  • f. Support for compliance with the environment, health and safety plan and respective safety measures in the work to be carried out by internal or external teams;
  • g. Involvement in social responsibility actions with local communities;
  • h. Implementation of continuous improvement projects.

Asset management and industry associations

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.

Risk Management

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).

Monitoring and analysis of operational performance indicators

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:

  • Energy Produced (MWh)
  • Revenue from the sale of energy [k€]
  • Availability (%)
  • Self-consumption (%)
  • Scheduled Maintenance Shutdown Periods (including Annual Shutdowns)
  • Operating and Investment Costs

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.

Technical supervision and identification of opportunities for improvement

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 audits

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:

  • a. Biomass Plants of Figueira da Foz and Sociedade Bioelétrica do Mondego in January 2023 (ISO 9001, ISO 14001, ISO 45001) - follow-up audit;
  • a. Mortágua Biomass Power Plant in July and October 2023 (ISO 14001 and ISO 45001) internal and external audit, respectively;
  • a. Ródão Power Biomass Plant in October 2023 (ISO 9001, ISO 14001, ISO 45001) follow-up audit;
  • a. Constância Biomass Power Plant at a date yet to be defined (ISO 9001, ISO 14001, ISO 45001) - follow-up audit.

Continuous improvement in assets

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.

Impact of the Group's expansion on Asset Management

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.

3.7

Security and Privacy

Governance Model for Security & Privacy

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.

Policies, programmes and processes

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:

  • Implementation of a target operating model (TOM), based on ISO 27001 standards;
  • Implementation of a SIEM Monitoring System;
  • Implementation of Metallic backup solutions

Integrated Annual Report 2022

  • Launch of a 24/7 Security Operation Centre provided by an external company;
  • Development of the General Safety Policy applicable to the whole Group, in line with the TOM project and ISO best practices.
  • Cybersecurity risk assessments at the Tilbury biomass power plant and the energy communities platform
  • Training for employees to raise awareness of cyber security threats and risks
  • Training of technical staff, including IT, to upskill them
  • Implementation of procedures and improvement opportunities identified in completed or ongoing projects

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.

3.8

Responsible Supply Chain

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.

Sustainable Purchasing Policy

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.

Supplier Code of Conduct

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.

BCSD Portugal Charter of Principles

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.

Supply chain profile

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).

Sustainable Forest Management

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.

Supplier Evaluation

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:

    1. Lists of Sanctions
    1. Adverse media and/or Legal proceedings
    1. PEPs and similar
    1. Conflicts of Interest
    1. ESG Classification
    1. Tax havens
    1. Established Compliance Mechanisms that address Fraud, Corruption, Money Laundering and Terrorist Financing.

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).

3.9

Continuous Improvement

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.

3.10

External Recognition

December 2022

  • Greenvolt awarded the "Business Achievement of the Year" prize at the 5th Expresso Economia | CGD - Caixa Geral de Depósitos Awards, which recognise the companies that have contributed the most to the country's resilience. The prize reflects the growth shown in the renewable energies sector throughout 2022.
  • Greenvolt Communities win "Best Digital Sustainable Project" award at the 7th Edition of the Portugal Digital Awards, a joint initiative of IDC Portugal and Axians Portugal, whose aim is to publicise, recognise and reward projects and/or best digital transformation practices in Portuguese organisations.
  • Greenvolt elected "Star of 2022" at the 10th European Small and Mid-Cap Awards, promoted by the European Commission, EuropeanIssuers and the Federation of European Securities Exchanges. Greenvolt has stood out for its exceptional performance in financial, ESG and reputational terms since entering the capital markets in mid-2021.

April 2022

• 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.

May 2022

• 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.

February 2022

• 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

January 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

4.1.

Financial Performance of the Group

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

Income statement

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.

Net financial debt

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".

Share price evolution

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.

4.2.

Performance by Business Unit

Residual Biomass

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).

Development of Wind and Solar Utility-scale

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.

Distributed Generation

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.

Non-Financial Performance

4.3.1. Commitment to the Planet

A change in the right direction

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.

4.3.1.1. ENERGY AND CLIMATE

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.

TCFD Management 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

GOVERNANCE MODEL FOR CLIMATE ISSUES

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

a. Board oversight of climate related issues

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.

Climate responsibilities of the Board of Directors

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.

Climate responsibilities of the Ethics and Sustainability Committee

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

Climate responsibilities of the Audit, Risk and Related Parties Committee

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

Climate responsibilities of the Strategic and Operational Monitoring Committee

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

Climate responsibilities of the Chief Executive Officer

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.

b. Executive Director´s remuneration related with climate related issues

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.

c. Management's role in assessing and managing climate related issues

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:

Climate responsibilities of the Sustainability Department

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.

Climate responsibilities of the Risk Management area

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.

Climate responsibilities of the M&A and Investor Relations Departments

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;
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;
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).

MANAGEMENT OF CLIMATE RISKS AND OPPORTUNITIES

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.

a. Climate Taxonomy

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

b. Risk Management Process

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.

Risk Identification

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.

Risk analysis and evaluation

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.

  • The impact assessment is measured according to the potential magnitude of loss and gain if the risk or opportunity materializes. For climate risks and opportunities, this impact is measured in economic-financial variations (e.g. cash flow, EBITDA).
  • The likelihood assessment is measured according to the number of occurrences of the event, that is, its frequency. This assessment is supported by previous experiences, relevant knowledge, judgment and information available in European Union databases, such as Copernicus.

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.

Risk Treatment

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.

Monitoring and communication of climate risks and opportunities

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.

Climate Strategy

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.

• 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.

• Climate scenarios

The combination of IEA, IPCC and NGFS scenarios has resulted in the definition of four climate scenarios in Greenvolt, which are presented below.

For each climate scenario there are future projections of climate and market variables and narratives that describe what the future will look like from a physical, economic, social, technological, political and regulatory point of view that are used to assess the vulnerability and continuity of the business in the face of climate transition in the short term, medium term and long term. Below is a summary of the narratives for each of the climate scenarios considered in the assessment activity of risks and opportunities:

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.

Overview of climate scenario narratives

Climate risks and opportunities

The definition of time horizons and climate scenarios allow Greenvolt to broadly assess the implications on its strategy resilience of:

  • Physical risks, which include impacts of the chronic type (such as temperature increase over time) and of the acute type (such as extreme weather conditions);
  • Transition risks, which are related to changes in regulation, policies, market conditions, technological evolutions or company reputational conditions under different climate scenarios;

• 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.

Climate risks - qualitative analysis

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.
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
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.
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.

Climate opportunities - qualitative analysis

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.
Distributed
Generation
Possible geographical expansion into
North America as a new market
opportunity and consolidation of the
position in Europe.
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.
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
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.
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.
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
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
Physical:
Chronic
Temperature
increase
Plants efficiency decrease
Higher Operational
expenses
Utility Scale
Distributed
Generation
Transition:
Market
Increased cost of
raw materials
Increase in materials and
components costs
Utility Scale
Distributed
Generation
Reduction of
availability of raw
materials
Delay in number of
installations and in
pipeline execution
Utility Scale
Distributed
Generation

Climate risks - quantitative analysis

Climate opportunities - quantitative analysis

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
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

Climate Metrics and Targets

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.

Roadmap for carbon neutrality

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.

Carbon Footprint in 2021 and 2022

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)%

Carbon intensity ratio

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).

'Green' fleet by 2030

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.

Carbon Neutrality of Biomass

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.

Emissions avoided

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

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).

Energy efficiency

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.

Other emissions

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)%

Emissions of Particulates, NOx and SO2

4.3.1.2. BIODIVERSITY

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.

Approach to biodiversity and ecosystem services

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.

"Nature Positive" Strategy 2030

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:

  • a. EVALUATE, to build credibility and transparency around biodiversity work.
  • b. INTEGRATE, building a "Nature Positive" business model, based on the mitigation hierarchy.
  • c. EVOLVE, acting towards a positive transition for nature, climate and communities.

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.

1. EVALUATE

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.

2. INTEGRATE

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.

Mitigation Hierarchy, IUCN (International Union for Conservation of Nature) guidelines.

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.

3. EVOLVE

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.

Description of the Biodiversity Baseline Situation

Solar photovoltaic projects

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.

Nature conservation and biodiversity

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.

Solar projects with biodiversity initiatives

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

CASE STUDY | Creation of a "Stork Village"

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:

  • Local inventory of the presence of storks;
  • Renewing nests for example by trimming branches covering the nest entrance, building a nest base or relieving the nest;
  • Moving nests to different locations in response to the needs of local communities;
  • Installation of platforms under stork nests;
  • Creating/improving small ponds in the area;
  • Restoration of wet meadowland habitats (cutting and removing shrubs);
  • Ringing of storks and fitting of GPS transmitters;
  • Carrying out educational activities;
  • Setting up infrastructure to safely observe storks (e.g. a wide angle camera covering several nests and a camera on a single nest with live streaming capability) in order to monitor storks.

CASE STUDY | PV farm as biodiversity hotspot

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.

Insect hotels

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.

CASE STUDY | Ecological restoration of wetlands in Cabeço Santo

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.

  • Oak wood (habitat 9230) and cork oak forest (habitat 9330) (favouring selective logging)
  • Salix alba and Populus alba galleries (habitat 92A0) (with local specimen multiplication)
  • Dry heath (habitat 4030) (preserving small existing patches)
  • Lowland hay meadows (habitat 6510) (with hay bales from the region)
  • Control of invasive species (Acacia longifolia)
  • Control of bramble and broom

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.

4.3.1.3. CIRCULAR ECONOMY

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

Circularity initiative at Tilbury Power Plant

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.

Waste management

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.

Type of waste produced (tonnes)

Type of waste produced by final destination (tonnes)

Final destination of the waste produced, in 2022

Reuse of fluidised bed sands

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).

Other waste recovery initiatives

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.

4.3.1.4. WATER RESOURCES

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.

Management and monitoring of water consumption

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).

Total water used in Greenvolt Biomass power plants located in Altri Group complexes (m3 )

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.

Total water consumed in all biomass power plants (m3 )

$$\begin{array}{|c|c|} \hline \textbf{2021} \ \hline 2,92 \,\mathrm{m^3/\text{MWh}} \ \hline \end{array} \begin{array}{|c|} \hline \textbf{2022} \ \hline \textbf{3.37 \, m^3/\text{MWh}} \ \hline \end{array}$$

INTEGRATED ENVIRONMENTAL MANAGEMENT

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.

Greenvolt Certifications

Certification for all power plants at the industrial sites are held by Altri Group companies, where the biomass power plants are sites certified by:

  • ISO 14001 Environmental Management System
  • ISO 45001- Occupational Health and Safety Management System
  • ISO 9001 Quality Management Systems

Other certifications through Altri Group companies

  • ISO/IEC 17025 General requirements for the competence of testing and calibration laboratories
  • ISO 50001 Energy Management
  • FSC® Forest Stewardship Council
  • PEFC™ Programme for the Endorsement of Forest Certification
  • EMAS EU Eco-Management and Audit Scheme

4.3.2. . Commitment to People

Internal talent is our most valuable source of energy

Challenges and ambition

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

Profile of our people

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.

Total number of Greenvolt Group employees by year and gender

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.

Total number of hires by gender and age group, in 2022

2022
Gender (No.) 324
145
179
Age Group (No.) 324
< 30 years 106
Between 30 and 50 years old 179
≥ 50 years 39

Total number of departures by gender and age group, in 2022

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.

Distribution of governing bodies by gender and age group, in 2022

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

Internal Communication

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.

Recognition and talent

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).

Employee training

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.

Training Strategy

    1. Identification of needs identification of training needs in collaboration with the respective Directors of each area;
    1. Design of individual training plans definition of training plans for each employee, in collaboration with the employees themselves;
    1. Training objectives definition of the objectives to be achieved through the implementation of the defined training plans;
    1. Follow-up continuous monitoring of the implementation of training plans and identification of next steps.

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 number of hours of training, by gender and professional category, in 2022

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.

Performance evaluation

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.

In 2022, the performance evaluation model was rolled out, for the first time, to 100% of eligible employees, and is expected to be completed in 2023.

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.

Diversity, Equality and Inclusion

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.

Diversity, Equality and Inclusion Indicators in 2022

% 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:

  • a. Code of Ethics and Conduct
  • b. Sustainability Policy
  • c. Diversity, Equality and Inclusion Policy
  • d. Gender Equality Plan 2023

Diversity, Equality and Inclusion Action Plan 2022-2025

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.

EQUALITY

  • 40% of the company's global workforce are women.
  • 30% of the leadership positions in the company's global workforce are occupied by women.

• 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.

INTEGRATION

  • 1% of disabled employees integrated into our corporate structure.
  • Other initiatives to encourage inclusion activities at Greenvolt, such as internships or collaboration with specific programmes to support people with disabilities to get a job.

INCLUSION

  • Define two additional benefits to promote work-life balance for all Greenvolt Group Employees.
  • Create the Women@GreenVolt club, a space for all colleagues to share their experiences and concerns, and to talk openly about it.
  • Ensure that there is more than one nationality among Employees per country in which Greenvolt operates.

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.

Promote balance between personal, family and professional life

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:

  • enabling an appropriate working environment that contributes to a healthier company;
  • ensuring safe, stimulating and satisfactory working conditions;
  • fostering innovation and strengthening competitiveness and sustainability, with technology as a facilitating factor.

The organisation's value proposition includes several measures implemented by the different Group companies that seek to promote work-life balance:

  • a. an attractive benefits package that includes life insurance, health insurance, personal accident insurance and a meal card;
  • b. flexibility at work programme, the mission of which is to actively contribute to the integration of work-life balance in the lives of Greenvolt employees. The programme enables employees to make agile use of a flexible work grant of 75 days per year, allowing them to work from home a maximum of two days a week, always in consultation with the Manager and for the positions that allow it;
  • c. protocols and services that promote the health and/or well-being of employees, adjusted to the local specific aspects of the countries in which Greenvolt operates;
  • d. Leave on birthdays, Christmas Eve, New Year's Eve and Carnival Day;
  • e. Offer of fruit in the office;
  • f. Personalised birthday message and a newborn baby kit for employees whose family has grown.

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.

Safety and Health

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.

Essential Health and Safety Policy and Rules

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.

Rule n.º 1 - We follow our processes, rules and procedures

  • Health and Safety commitments are based on our experience and legal requirements.
  • The fulfilment of these commitments is everyone's responsibility.

• We follow and enforce Health and Safety rules and reject unsafe practices.

Rule n.º2 - We promote Health and Well-Being both on and off the job

  • We are aware of the health and well-being risks we may be exposed to at work, and are informed about the controls in place to protect ourselves.
  • Adopting safe and healthy lifestyles helps us to achieve work-life balance.

Rule n.º3 - We only carry out activities for which we are competent

  • We know the risks, our limits and our skills.
  • We take responsibility for planning activities so that work can be carried out safely.
  • We only do the work we are authorised to do.

Rule n.º4 - We look after each other and work as a team

  • We work as a team with a common goal: to return home well and healthy.
  • We know our own responsibilities within the team and listen to the concerns of others.
  • We always constructively question unsafe behaviour and decisions.

Rule n.º5 - We think before we act

  • We think before we act, assessing the environment and the situations that surround us.
  • We identify and assess risks, implementing and following up on control measures.
  • We believe that if a situation seems unsafe to us, it is likely to be unsafe.

Health and Safety Management System

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.

Health and Safety Programme

Medicine at work

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.

Risk assessment

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:

  • a. The establishment of quality, environment and safety management systems and definition of action plans accordingly;
  • b. Keeping workers trained in fire fighting, first aid and emergency procedures, and other requirements, in accordance with the existing Safety Plans;
  • c. Ensure that all employees have the necessary and compulsory training, whenever necessary or legally required, for the correct execution of their functions, 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.

Main risks identified

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.

Employee participation, consultation and communication with employees regarding health and safety at work

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.

Training and awareness on occupational safety and health

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.

Selection and management of subcontractors for risk and safety performance

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:

  • a. own document management and supplier management;
  • b. coordination of business activities and access control, allowing it to be integrated with all the company's departments.

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.

Objectives and Goals

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:

Objectives and Goals

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

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.

a. Direct employees

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

Accident Rates | Direct Employees

b. Subcontractors

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.

Accident Rates | Subcontractors

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.

Human rights

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).

Positioning of Greenvolt

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.

At the end of 2022, 197 (40.5%) employees were covered by collective bargaining agreements.

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.

In 2022, there is no record of any identified human rights impacts.

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.

Reorganisations

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.

4.3.3. Commitment to the Community

Social Responsibility and Sustainability Programme S.T.O.P

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.

Energy Wealth begins in us

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:

  • a. Solar energy production Greenvolt offers solar panels (in a context of collective selfconsumption);
  • 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;

  • d. Communication opportunity to promote the institution's mission;
  • e. Community awareness-building Through events associated with the initiative, energy literacy sessions, among others.

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.

Inclusive Communities | Serving those who help others

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.

New projects and community relationships

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".

4.4. Outlook

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

Consolidated Statements of Financial Position as at 31 December 2022 and 2021

(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

Consolidated Income Statements for the years ended 31 December 2022 and 2021

(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

Consolidated Statements of Comprehensive Income for the years ended 31 December 2022 and 2021

(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)

Consolidated Statements of Changes in Equity for the years ended 31 December 2022 and 2021

(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

Consolidated Statements of Cash Flows for the years ended 31 December 2022 and 2021

(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

Notes to the Consolidated Financial Statements

1) General Information

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;

  • Acquisition of 100% of V-Ridium Power Group Sp. Z.o.o. (development platform for solar and wind projects, located in Warsaw), on July 14, 2021 (currently known as Greenvolt Power Group);
  • Acquisition of a 70% stake in Track Profit Energy and Track Profit II Invest (currently known as Greenvolt Next Portugal and Greenvolt Next Portugal II Invest, respectively), which are dedicated to the development of energy efficiency projects as well as the installation of photovoltaic solar projects, on August 24, 2021;
  • Acquisition, in October 2021, of a 42.19% in Tresa Energía S.L. ("Perfecta Energía" or "Perfecta"), a Spanish company which holds a stake of 65% in Perfecta Consumer Finance. Perfecta Energía operates in the renewable energy sector, in the sale, installation and maintenance of solar panels for residential clients self-consumption;
  • Incorporation, on January 4, 2022, of Sustainable Energy One, in Spain, in which Greenvolt holds a 98.75% stake, for the development of small-scale solar projects, with a very fast time to market;
  • Acquisition of resources from Oak Creek Energy Systems ("Oak Creek"), through the company incorporated in the United States V-Ridium Oak Creek Renewables (part of Greenvolt Power Group), which is 80% held by the Group. Oak Creek is dedicated to the promotion and development of renewable energy projects in the United States and Mexico. This operation was concluded on January 10, 2022;
  • Co-development agreement for solar photovoltaic projects in Portugal established with Infraventus, a reference promoter in the Portuguese market, with a pipeline of 243 MW. This operation was concluded on March 9, 2022, through the acquisition of 50% of the share capital of six companies;
  • Acquisition of a 35% stake in the German company MaxSolar BidCo GmbH ("MaxSolar"), a leading company in the development, implementation and management of solar photovoltaic and energy storage projects in the German and Austrian markets. The completion of this transaction occurred on March 31, 2022;
  • Creation of Tresa Energía Industrial (Perfecta Industrial), a new business unit of distributed generation of renewable energy, focused on the commercial and industrial segment in the Spanish market;
  • Launch of the brand Energia Unida in April 2022 (currently Greenvolt Comunidades), a wholly-owned subsidiary of Greenvolt, dedicated to developing the concept of Energy Communities, promoting the sharing of energy produced from photovoltaic panels between community members;
  • Acquisition of 50% of Univergy Autoconsumo ("Univergy"), a Spanish distributed generation company operating in the commercial and industrial market segment. The conclusion of this operation took place on April 21, 2022;
  • Acquisition of LJG Green Source Energy Alpha ("LIONS"), a 45 MWp solar photovoltaic park in operation in Romania. The completion of this transaction occurred on May 17, 2022;
  • Creation of Greenvolt Next Polska, on November 2022, a wholly-owned subsidiary of Greenvolt Next Portugal dedicated to the Polish market.

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.

2) Regulatory Environment

Portugal

Overview

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.

Permitting

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:

  • a. obtaining prior reserved capacity, enabling the promoter to be connected to the public grid through a title of reserved capacity (TRC);
  • b. obtaining a prior control title, entitling the promoter to implement the power plant, and which, depending on the installed capacity, may take the form of production license, prior registration of prior communication. Specific deadlines for obtaining each of these titles apply;
  • c. obtaining an operation licence or an operation certificate enabling the power plant's entry into operation where specific deadlines apply.

Regarding the process to obtain the grid connection (TRC), the DL maintains three available options:

  • General access: Which requires there is available grid capacity and involves a payment of 1,500 Euros/MW;
  • Direct agreement with the TSO (Transmission System Operator): Under certain circumstances, the network operator may enter into an agreement under which the promoter will invest in the required network infrastructure to connect the project;
  • Auctions: The government can also conduct auctions of TRCs for specific areas.

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.

Remuneration Regime

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:

Iberian Cap

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.

Other Relevant Topics and Developments

Support Scheme for Biomass Plants close to Critical Areas with High Fire Risk

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.

Extraordinary Contribution for the Energy Sector (CESE)

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.

Guarantees of Origin

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.

Self-Consumption, Collective Self Consumption and Renewable Energy Communities

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.

Hydrogen Strategy

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.

Recovery and Resilience Plan

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).

Climate Law

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.

Regulatory framework of other markets where the Group operates

During the period ended 31 December 2022, we highlight the following changes:

Poland

  • Following the EU Council Regulation on an emergency intervention to address high energy prices Poland approved the Law of 27 October 2022, as well as the Ordinance of the Council of Ministers of 8 November, establishing emergency measures aimed at limiting electricity prices and supporting certain consumers in 2023.
  • The new legislation introduced a clawback mechanism to recover revenues from the sale of electricity production from renewable installations, if they have a price above a certain limit ("cap"). The amount to be returned is calculated on the basis of all revenues obtained in the market. For physical PPAs, actual PPA revenues serve as the calculation basis, with the tax contribution calculated daily. For wind assets, the cap is set at 345 PLN/MWh and for PV assets the CAP amounts to 405 PLN/MWh (originally the caps were set at 295 PLN/MWh and 345 PLN/MWh, respectively but were increased by 50 PLN/MWh in December). The legislation ensures that no additional settlements take place if the reference price of a Power Purchase Agreement (PPA) for a given technology is below the cap. However, if the reference price of the PPA is higher than the reference price, the difference between the two will have to be returned to the market settlement manager.

United Kingdom

  • The UK Government published the "British Energy Security Strategy" on 7 April 2022 in the context of the global energy crisis and Russia's invasion of Ukraine. The strategy aims to achieve the long-term independence of the UK from fossil fuel imports, as well as the decarbonisation of the electricity system. To this end, a broad set of measures and initiatives covering various sectors (oil and gas, nuclear, wind, solar, hydrogen, energy efficiency, networks) is presented. It should be noted the goal of having 95% of the UK's electricity produced from low carbon energy sources by 2030 in order to achieve full decarbonisation of the electricity sector by 2035.
  • On 6 July 2022, the "Energy Security Bill", a wide-ranging draft law which follows several UK energy policy documents and consultations, including the British Energy Security Strategy, was introduced in the Parliament. The law's objectives focus on three pillars: leveraging investment in clean technologies; reforming the UK's energy system and protecting consumers; and maintaining the safety, security and resilience of the energy system across the country.
  • On 18 July 2022, the UK Government launched the process of reforming the electricity market design. A public consultation was launched on a wide range of options to address several challenges, including rising global energy costs, the need to increase energy security and to ensure the shift to a cleaner energy system. Some of the options under consideration include decoupling fossil fuel prices in shaping the price of electricity produced by renewable energy sources, as well as reforming the capacity market to increase the participation of flexible lowcarbon technologies, such as storage.
  • Subsequently, on 11 August 2022, the UK Government launched a public consultation on how to support the development in the UK, over the next decade, of biomass energy production with carbon capture and storage technology (BECCS). The Government considers that BECCS has significant potential to: 1) produce negative emissions that will be crucial to offset emissions from some of the most difficult sectors to decarbonise, 2) enhance energy security and 3) contribute to the production of a fully decarbonised energy system by 2035.
  • In November 2022, the Government announced the "Electricity Generation Levy", a new temporary tax of 45% on electricity generating companies that is levied on extraordinary revenues. This extraordinary tax will take effect from 1 January 2023 to 31 March 2028 and will apply to groups that produce electricity from nuclear, renewable and biomass sources. Extraordinary revenues are deemed to be those that exceed a price of 75 £/MWh deducted by an allowance of 10 million Pounds. The future impacts of this measure in Greenvolt Group is not yet known as at the date of issue of these consolidated financial statements.

France

In February 2022 the 3DS law was adopted (differentiation, decentralization, deconcentration and simplification of public action) introducing the following changes:

  • Regarding Onshore Wind, it foresees more consultation with local elected officials, whether in the supervision of project siting areas or information on neighbouring projects under development;
  • For PV, it added potential development zones, by authorizing ground-mounted power plants on land that had previously excluded photovoltaic projects.

Spain

  • Royal Decree (RD) 6/2022, published in March 2022, established a set of measures to address the economic and social consequences of the war in Ukraine, in particular its impact on the increase of electricity prices. This decree foresees several relevant measures to renewable energy projects, including the simplification of the environmental approval procedure for certain wind farms and PV projects, the release of 10% of reserved capacity in transmission grid knots for self-consumption facilities and measures to increase the capacity of the grid distribution network.
  • This law also amended the clawback mechanism introduced by Royal Decree 17/2021 and which applies to revenues from the production of electricity from facilities with zero emissions of greenhouse gases with some exceptions. The amendment exempts the application of the clawback to energy produced under forward contracts with a delivery period greater than one year and with a fixed hedging price lower than 67 Euros /MWh. Following the publication of Royal Decree 11/2022, the deadline for the application of the clawback mechanism was extended until the end of 2022.
  • In June 2022, the European Commission approved a temporary mechanism created by the Portuguese and Spanish Governments to limit the impact of gas prices on electricity pricing in the MIBEL, the so called "Iberian Cap". The mechanism which is foreseen to be in force until 31 May 2023 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.
  • The Ministry for Ecological Transition and Demographic Challenge (MITECO) released a provisional plan that was in public consultation until June, 24th to tender existing capacity in 17 nodes of the electric transmission grid up to a total of 5,844 MW. Capacity on another 167 nodes still remains reserved for future tenders. The draft rules foresee that bidders must post guarantees to cover the amounts of potential penalties regarding their commitments relating to the deadline for injection and socioeconomic and environmental criteria. The final text of the rules has not yet been announced, though it is expected to come online at any time during first semester of 2023.
  • Royal Decree-Law 20/2022 (RDL) was approved on 27 December with several measures to respond to the economic and social consequences of the war in Ukraine, including measures affecting the renewable energy sector. Regarding permitting, on an exceptional basis, and for 18 months (i.e. until 28 June 2024), it sets the suspension of administrative procedures for projects that had requested grid access in nodes that have been listed for future network capacity tenders, except for requests related to hybridization of existing renewable plants and for self-consumption projects. The diploma also provides a simplified procedure for the environmental assessment of renewable projects where deadlines are reduced with respect to the existing procedure applicable to projects that request administrative authorization from 28 December 2021 up to 31 December 2024. In addition, a simplified procedure for the administrative authorization is developed for projects with approved environmental assessment.

Romania

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:

  • Electricity producers from power plants already in operation are now subject to a contribution to the Energy Transition Fund, which will be in force between 1 September and 31 August , 2023.
  • The contribution due corresponds to the difference between a maximum price (CAP) of 450RON/MWh (92 Euros) and the average monthly selling price of the volume of electricity delivered in the month.
  • Current electricity producers are required to sell at least 70% of the energy produced between 01 September 2022 and 31 December 2022 to retailers with final customers in their portfolio, intended exclusively for their consumption, and/or to distributors of electricity. However, this measure still awaits approval in the Chamber of Deputies.

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.

Greece

  • In July 2022, the Greek Government enacted Law 4951/2022, reforming the second phase of the licensing process for renewable energy projects, as well as establishing the regulatory framework regarding energy storage. This statute introduces key changes to simplify the licensing process for renewable energy projects and combined heat and power (CHP) plants. This process starts with the submission of the application before the competent authority for the granting of a binding offer for grid connection and ends with the issuance of the Operation License.
  • The referred law, which aims to substantially reduce the licensing period for renewable energy projects, still needs to be complemented by several pieces of secondary legislation. In this context, we highlight the Ministerial Decision 84014/7123/2022, enacted in August 2022, which sets out the criteria for granting the binding offer for grid connection. Some of the main criteria for the application of the new priority framework are the technology of the projects, the capacity to be installed and their geographical location.

Italy

  • On 2 March 2022, Decree-Law no. 17/2022 (later converted into Law no. 34/2022) came into force, establishing urgent measures to contain the costs of electricity and natural gas, to develop renewable energies and to relaunch industrial policies. Among others, the new legislation includes several measures to promote the generation and use of renewable energy, such as, for example, the simplification of licensing processes from an environmental and administrative point of view.
  • In November 2022, the "Aid Decree-ter" came into force (Law Decree no. 144 of 23 September 2022, as amended and converted into Law no. 175 of 17 November 2022) introducing new support measures within the energy sector, reconfirming the measures already put in place

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).

Germany

  • The German Government launched in April 7th the so-called "Easter Package" of reforms aiming to: (i) be carbon-neutral by 2045; (ii) reach 115GW onshore wind capacity by 2030; (iii) reach 215GW of solar PV capacity by 2030; and (iv) reach minimum 30 GW offshore wind capacity by 2030, 40 GW by 2035 and 70 GW by 2045. In the Bundestag session on 7 July 2022, the amendment to the German Renewable Energy Sources Act was passed, laying on the table the first guidelines of the new amendment to EEG, the so-called EEG 2023.
  • The EEG 2023 is the biggest amendment to energy legislation in decades, including a broad package to boost the renewables expansion and laying the foundations for Germany to become climate neutral. The share of gross electricity consumption that is covered by renewables shall reach at least 80 percent by 2030. Coming into effect on 1 January 2023, EEG 2023 not only gives a dedicated space to Hydrogen investments, agri-PV, floating-PV or storage, among others, but sets higher remuneration rates for solar (maximum value under tender is 7.37 ct/kWh.

Bulgaria

  • The Bulgarian National Recovery Plan was approved by the European Commission on 7 April 2022. It foresees substantial investments and transformations with respect to renewable energy, storage and grid capacity. This Plan also foresees state support (through auctions) for the commissioning of 1.4 GW of renewable energy and storage capacity (batteries) in the coming years (starting in the fourth quarter of 2022).
  • At the end of 2022, the Council of Ministers approved a bill amending and supplementing the Energy from Renewable Sources Act. The amendments were developed in order to transpose the requirements of the EU Renewables Directive. These include amendments to determine a national target for the share of RES energy in gross final consumption, the mandatory minimum target for the share of RES energy in final consumption in transport, as well as the targets for the share of RES energy in the electricity and heating & cooling sectors. The bill also ensures the implementation of two key reforms envisaged in the National Plan for Recovery and Resilience, which include a mechanism for financing projects for energy efficiency and renewable sources, and to promote electricity production from Renewable sources.
  • Bulgaria implemented the EU Council Regulation on emergency intervention to address high energy prices by means of amendments to the Law for the 2023 Bulgarian State Budget, published at the end of the year. For renewable installations not covered by a support scheme, the changes foresee the payment of a monthly contribution which shall be a positive

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.

United States of America

• 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.

3) Main Accounting Policies

The main accounting policies adopted in preparing the attached consolidated financial statements are described below:

3.1 Basis of presentation

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:

  • a. Level 1: fair value is determined based on active market prices for identical assets/ liabilities;
  • b. Level 2: fair value is determined based on evaluation techniques. The assessment models' main inputs are observable in the market; and
  • c. Level 3: fair value is determined based on assessment models, whose main inputs are not observable in the market.

New accounting standards and their impact in the consolidated financial statements of Greenvolt Group

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).

221 5. C.F. STATEMENTS AND NOTES

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.

3.2 Consolidation principles

The consolidation principles adopted by the Group when preparing its consolidated financial statements include the following:

a) Subsidiaries included in the consolidation

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.

b) Investments in joint ventures

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.

c) Investments in associate companies

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.

d) Other financial investments

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.

e) Business combinations and Goodwill

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.

f) Business combinations achieved in stages

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.

g) Conversion of financial statements of subsidiaries expressed in foreign currency

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.

3.3 Main recognition and measurement criteria

a) Property, plant and equipment

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).

b) Intangible assets

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.

c) Rights-of-Use

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 as lessee

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.

(i) Right-of-use assets

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.

(ii) Lease liabilities

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.

(iii) Short-term leases and low-value leases

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.

d) Impairment of non-current assets, except Goodwill

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.

e) Borrowing costs

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.

f) Government grants or grants from other public bodies

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.

g) Inventories

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.

h) Financial instruments

Financial assets and liabilities

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.

Financial assets

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.

Classification of financial assets

(i) Debt instruments and receivables

Fixed income debt instruments and receivables that meet the following conditions are subsequently measured at amortised cost:

  • the financial asset is held taking into account a business model whose objective is to preserve it in order to receive its contractual cash flows; and
  • the contractual terms of the financial asset generate, on specific dates, cash flows that are solely payments of principal and interest on the amount of principal outstanding.

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:

  • the financial asset is held by considering a business model whose objective provides for both receiving its contractual cash flows and its disposal; and
  • the contractual terms of the financial asset generate, on specific dates, cash flows that are solely payments of principal and interest on the amount of principal outstanding.
  • (ii) Capital instruments designated 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:

  • it is acquired chiefly for the purpose of short-term disposal;
  • in the initial recognition, it is part of a portfolio of identified financial instruments that the Group jointly manages and which shows an actual recent pattern of obtaining short-term gains; or
  • if it is a derivative financial instrument (except if attributed to a hedging transaction).

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.

(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 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.

Impairment in financial assets

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 and recognizing expected credit losses

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.

Derecognition of financial assets

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

Classification as financial liability or as an equity instrument

Financial liabilities and equity instruments are classified as liability or as equity according to the transaction's contractual substance.

Equity

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:

  • the financial liability results from a contingent consideration arising from a business combination;
  • when the liability is held for trading; or
  • when the liability is designated to be recorded at fair value through profit or loss.

A financial liability is classified as held for trading if:

  • it is acquired mainly for the purpose of short-term disposal; or
  • in the initial recognition, it is part of a portfolio of identified financial instruments that the Group jointly manages and which shows an actual recent pattern of obtaining short-term gains; or
  • if it is a derivative financial instrument (except if attributed to a hedging transaction).

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.

(ii) Financial liabilities subsequently measured at amortised cost

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.

Types of financial liabilities

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.

Derecognition of financial liabilities

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.

Offsetting financial instruments

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.

Derivative instruments and hedging accounting

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:

  • 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;
  • b. The hedging ratio is expected to be highly effective, on the transaction start date and over the course of its life;
  • c. The hedging effectiveness can be reliably measured on the transaction start date and over the course of its life;
  • d. For cash-flow hedging transactions, the likelihood of its occurrence has to be high.

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.

i) Provisions

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.

Provisions for dismantling and decommissioning of power plants

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.

j) Cash and cash equivalents

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".

k) Statement of cash flows

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).

l) Contingent assets and liabilities

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.

m) Income tax

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 Group is able to control the timing of the temporary difference reversal; and
  • It is likely that the temporary difference will not be reversed in the foreseeable future.

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:

  • the company concerned has a legally enforceable right to offset current tax assets and current tax liabilities; and
  • the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on the same taxable entity or on different taxable entities that intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in future periods in which the deferred taxes are expected to be settled or recovered.

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.

n) Energy sector extraordinary contribution ("CESE")

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.

o) Revenue

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:

  • (i) Biomass:
      1. Energy sales sale of electricity to the national public grid, with fixed tariffs ("Feed-in-tariff"), in the case of Portuguese companies. In the case of United Kingdom, revenues have a fixed component – Sale of Renewable Obligation Certificates (ROCs) – and a variable component that depends on the evolution of the electricity price ("Brown Power");
      1. Biomass sales sale of biomass to related entities, which only occurred in January 2020.
  • (ii) Development (solar and wind energy):

      1. Rendering of accounting, administrative and asset management services;
    1. Sale of solar and wind energy projects, in Ready to Build (RTB) and Commercial operation date (COD) phases;
    1. Sale of green certificates and energy.
  • (iii) Distributed generation:
      1. Installation and maintenance of distributed solar energy production units (B2B and B2C);
      1. Development and financing of projects to improve energy efficiency through solar energy.

Nature, performance obligations and timing of revenue recognition

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.

Virtual Power Purchase Agreement (VPPAs)

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.

Incremental costs of obtaining a contract

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.

Assets associated with contracts with customers

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.

Trade receivables

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.

Liabilities associated with agreements with customers

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.

p) Financial results

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).

q) Employee benefits

(i) Share based payments

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.

(ii) Defined contribution plans

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.

r) Accrual accounting basis

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".

s) Balances and transactions expressed in foreign currency

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.

t) Subsequent events

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.

u) Information by segments

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.

4) Judgements and Estimates

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:

(i) Valuation at fair value of assets, liabilities and contingent liabilities in business combinations (Note 7)

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).

(ii) Fair value measurement of contingent consideration ("earn-outs") (Notes 7 and 29)

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.

(iii) Impairment tests on non-current assets (Notes 10, 12 and 14)

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).

(iv) Useful lives of property, plant and equipment and intangible assets (Notes 12 and 14)

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.

(v) Provisions for dismantling and decommissioning and other provisions (Note 26)

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.

(vi) Measurement of the fair value of derivative financial instruments (Notes 8 and 25)

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.

(vii) Determining impairment losses in receivables (Note 3.3. h))

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.

(viii) Entities included in the consolidation perimeter (Note 6 and Appendix I)

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.

(ix) Lease liabilities (Note 13.2)

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.

(x) Revenue recognition (Note 8)

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.

5) Financial Risk Management

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.

Interest rate risk

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

Exchange rate risk

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

Liquidity risk

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.

Electricity market prices risk

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).

Capital management risk

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.

Legal, Fiscal and Regulatory risks

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.

Access to Financing

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.

Credit risk

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.

Inflation risk

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.

6) Consolidation Perimeter

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.

7) Changes in the Consolidation Perimeter

During the period ended 31 December 2022, the most relevant companies acquired were as follows:

a. Oak Creek Group ("Oak Creek")

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.

b. Univergy Autoconsumo ("Univergy")

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.

c. LJG Green Source Energy Alpha S.A. ("Lions")

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:

  • Following the appraisal performed by an expert valuer, a fair value of Property, plant and equipment (land and assets used in energy production) of 35,535 thousand Euros was determined, which originated a negative fair value adjustment of 6,472 thousand Euros and a decrease in the associated deferred tax of 1,036 thousand Euros. During the valuation process, it was also recorded the dismantling provision of the plant (which was not reflected in the financial statements of the Company), estimated at 465 thousand Euros;
  • The identified intangible assets, totalling 48,916 thousand Euros, consisted of the license for the grid connection and the balance of Green Certificates attributed to the Company until the transaction date, which were valued using the Excess earnings methodology, generating a fair value adjustment in the same amount, net of a deferred tax liability of 7,827 thousand Euros.

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

8) Investments in Joint Ventures and Associates

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:

  • 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 six entities. It should be noted that these companies (with the exception of Léguas Amarelas) were subject to a demerger-dissolution operation during 2022, giving rise to the 16 new companies presented above. 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" (Note 29), depending on the expected payment date), the supplementary capital granted by Greenvolt after acquisition (11,275,000 Euros, 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 associate company MaxSolar BidCo GmbH. As at 31 December 2022, the stake in this associate was 33.4%, as a result of the entry of some of MaxSolar's top managers into the share capital, under the Management Incentive Plan that was already planned since this

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)

9) Restatement of Consolidated Financial Statements

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:

a. IFRS 3 - Purchase price allocation (Tilbury Green Power Holdings - acquisition date on 30 June 2021)

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).

b. IFRS 3 - Allocation of the acquisition price (Perfecta Energía - acquisition date on 25 October 2021)

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

EQUITY AND LIABILITIES

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:

  • Decrease of Net profit for the year in 556,531 Euros, as detailed in the restated consolidated income statement;
  • Decrease of Change in exchange rate reserve in 4,893 Euros (2,495 Euros attributable to the Equity holders of the parent company and 2,397 Euros attributable to non-controlling interests).

At the level of the consolidated statement of changes in equity as at 31 December 2021, the impacts of the restatement are as follows:

  • Decrease in the consolidated comprehensive income for the period in 561,423 Euros, as detailed above;
  • Increase of 207,047 Euros in the line item "Acquisition of subsidiaries" (Non-controlling interests), arising from the conclusion of the purchase price allocation process regarding Tresa Energía.

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.

10) Goodwill

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.

11) Classes of Financial Instruments

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

Financial instruments recorded at fair value

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.

12) Property, Plant and Equipment

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.

13) Right-of-use

13.1 Right-of-use Assets

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

13.2 Lease Liabilities

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

14) Intangible Assets

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.

15) Inventories

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.

16) Current and Deferred Taxes

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:

  • 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.

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:

Integrated Annual Report 2022

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.

17) Trade receivables and Assets Associated with Contracts with Customers

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

18) Other Receivables

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.

19) State and Other Public Entities

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)

20) Other Current Assets

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

21) Cash and Cash Equivalents

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)

22) Share Capital and Reserves

Share capital

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:

  • By a group of professional investors, who subscribed 30,588,235 shares, amounting to 129,999,998.75 Euros;
  • By the company V-Ridium Europe Sp. z.o.o., which subscribed 11,200,000 shares, in the amount of 47,600,000 Euros (with an issue premium in the amount of 8,400,000 Euros), by delivering 11,200,000 shares of V-Ridium Power Group, Sp. z.o.o., representing 100% of the share capital of that company, which is now wholly owned by Greenvolt.

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.

Issuance premiums deducted from costs with the issue of shares

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.

Legal reserve

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.

Other reserves and retained earnings

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).

23) Non-Controlling Interests

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).

24) Loans

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).

24.1 Description of the Loans

(i) Bank loans and other available lines

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.

(ii) Bond loans

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:

  • "Greenvolt 2022-2028", in the amount of 15,000,000 Euros, maturing in 2028;
  • "Greenvolt 2022-2024", in the amount of 50,000,000 Euros, maturing in 2024;
  • "Greenvolt 2022-2025", in the amount of 35,000,000 Euros, maturing in 2025.

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%.

(iii) Commercial paper

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.

24.2 Change in Indebtedness and Maturities

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.

25) Derivative Financial Instruments

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

(i) Interest rate derivatives

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).

(ii) Inflation rate derivatives (RPI)

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.

(iii) Exchange rate derivatives

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).

26) Provisions

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.

27) Trade Payables

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.

28) Other Liabilities

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.

29) Other Payables

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.

30) Guarantees and Financial Commitments

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;

  • IPTO Independent Power Transmission Operator, amounting to approximately 14.3 million Euros, to ensure the participation of the companies in the Competitive Tender Procedure for photovoltaic installations;
  • Boka Energy GmbH, in the amount of about 4.2 million Euros, in order to ensure compliance with the contractual obligations that the subsidiary had with the supplier. It should be noted that this guarantee was cancelled during the first quarter of 2023;
  • ENEA Operator, Polish grid operator, in the amount of about 1.8 million Euros, for the purpose of securing a connection point to the electricity grid.

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.

31) Related Parties

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.

32) Sales and Services Rendered

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).

33) Other Income

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.

34) External Supplies and Services

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).

35) Payroll Expenses

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.

36) Other Expenses

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).

37) Amortization and Depreciation

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

38) Financial Results

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

39) Earnings per Share

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.

40) Information by Segments

The Group has the following business segments:

    1. Biomass and structure: includes the five energy production plants through forest biomass in Portugal, the costs of the corporate structure of Greenvolt, as well as the plant in Tilbury, in the United Kingdom.
    1. Development solar and wind energy: includes the activities of development, construction and exploration of photovoltaic and wind energy, with the subsidiaries Greenvolt Power and Sustainable Energy One being the main contributors to the segment. It also includes the impact of equity method application in the associate MaxSolar and in the joint ventures of Infraventus Group.
    1. Distributed generation: includes the contributions from the subsidiaries Greenvolt Next Portugal, Greenvolt Next Portugal II Invest, Perfecta Energía, Greenvolt Comunidades and Univergy.

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

41) Compensations of Key Management

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.

42) Statutory External Auditor Fees

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).

43) Armed Conflict in Ukraine

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.

44) Subsequent Events

Conditionally convertible bond issue

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.

Acquisition of two solar photovoltaic plants in Romania (SUN)

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.

Incorporation of Greenvolt Next Greece

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.

Acquisition of a stake in Solarelit

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.

Agreement for the long term supply of energy to BA Glass and Celbi

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.

45) Translation Note

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.

46) Approval of Financial Statements

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

Appendix 1

List of Subsidiaries Included in the Consolidation Perimeter

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.

  • (c) Formerly known as Track Profit Energy, Lda.
  • (d) Formerly known as Track Profit Energy II Invest, Unipessoal Lda.
  • (e) Formerly known as V-Ridium Power Group Sp. z.o.o
  • (f) Formerly known as V-Ridium Power Services Sp. z.o.o
  • (g) Formerly known as V-Ridium Wind (EPV 1) Sp. z.o.o
  • (h) Formerly known as EM Orka Ehf.
  • (i) Formerly known as V-Ridium Solar Sp. z.o.o
  • (j) Formerly known as V-Ridium Hybrid Puglia 2 S.r.l.
  • (k) Formerly known as V-Ridium Solar Molise 4 S.r.l.
  • (l) Formerly known as V-Ridium Solar Lazio 1 S.r.l.
  • (m) Formerly known as V-Ridium Solar Marche 2 S.r.l.
  • (n) Formerly known as V-Ridium Bulgaria Ltd.
  • (o) Formerly known as V-Ridium Balkan d.o.o.
  • (p) Formerly known as V-Ridium Greece IKE
  • (q) Formerly known as V-Ridium Renouvelables SAS
  • (r) Formerly known as V-Ridium Italy S.r.l.
  • (s) Formerly known as V-Ridium Renewables S.r.l
  • (t) Formerly known as V-Ridium Spain, S.L.U.
  • (u) Formerly known as OSD V-Ridium Sp. z.o.o
  • (v) Formerly known as V-Ridium Inc.
  • (w) Formerly known as V-Ridium Oak Creek Renewables, LLC
  • (x) Formerly known as V-Ridium Oak Creek Holdings, LLC
  • (y) Formerly known as Oak Creek Energía de México, S. de R.L. de C.V.
  • (z) Formerly known as Oak Creek de México, S. de R.L. de C.V.
  • (aa) Formerly known as V-Ridium Trading Sp. z.o.o

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

Statements of Financial Position as at 31 December 2022 and 2021

(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.

Income Statements for the Years Ended 31 December 2022 and 2021

(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.

Statements of Comprehensive Income for the Years Ended 31 December 2022 and 2021

(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.

Statements of Changes in Equity for the Years Ended 31 December 2022 and 2021

(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.

Statements of Cash Flows for the Years Ended 31 December 2022 and 2021

(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.

1) Introductory Note

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):

  • 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;
  • Acquisition of 100% of V-Ridium Power Group Sp. Z.o.o. (development platform for solar and wind projects, located in Warsaw), on July 14, 2021 (currently known as Greenvolt Power Group);
  • Acquisition of a 70% stake in Track Profit Energy and Track Profit II Invest (currently known as Greenvolt Next Portugal and Greenvolt Next Portugal II Invest, respectively), which are dedicated to the development of energy efficiency projects as well as the installation of photovoltaic solar projects, on August 24, 2021;
  • Acquisition, in October 2021, of a 42.19% in Tresa Energía S.L. ("Perfecta Energía" or "Perfecta"), a Spanish company which holds a stake of 65% in Perfecta Consumer Finance. Perfecta Energía operates in the renewable energy sector, in the sale, installation and maintenance of solar panels for residential clients self-consumption;
  • Co-development agreement for solar photovoltaic projects in Portugal established with Infraventus, a reference promoter in the Portuguese market, with a pipeline of 243 MW. This operation was concluded on March 9, 2022, through the acquisition of 50% of the share capital of six companies;
  • Acquisition of a 35% stake in the German company MaxSolar BidCo GmbH ("MaxSolar"), a leading company in the development, implementation and management of solar photovoltaic and energy storage projects in the German and Austrian markets. The completion of this transaction occurred on March 31, 2022;
  • Launch of the brand Energia Unida in April 2022 (currently Greenvolt Comunidades), a wholly-owned subsidiary of Greenvolt, dedicated to developing the concept of Energy Communities, promoting the sharing of energy produced from photovoltaic panels between community members;
  • Acquisition of 50% of Univergy Autoconsumo ("Univergy"), a Spanish distributed generation company operating in the commercial and industrial market segment. The conclusion of this operation took place on April 21, 2022.

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.

2) Main Accounting Policies

The main accounting policies adopted in preparing the attached financial statements are described below:

2.1) Basis of Presentation

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.

(i) Standards, interpretations, amendments and revisions that have become effective during the year

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.

(ii) Standards, interpretations, amendments and revisions that will have mandatory application in future years

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.

(iii) Standards, interpretations, amendments and revisions not yet endorsed by the European Union

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.

2.2) Main Recognition and Measurement Criteria

The main recognition and measurement criteria used by the Company in preparing its financial statements are as follows:

a) Investments in subsidiaries, joint ventures and associates

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".

b) Property, plant and equipment

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."

c) Intangible assets

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.

d) Impairment of non-current assets

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.

e) Rights-of-Use

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 as lessee

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.

(i) Right-of use assets

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.

(ii) Lease liabilities

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.

(iii) Short-term leases and low-value leases

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.

f) Borrowing costs

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.

g) Government grants or grants from other public bodies

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.

h) Financial instruments

Financial assets and liabilities

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.

Financial assets

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

(i) Debt instruments and receivables

Fixed income debt instruments and receivables that meet the following conditions are subsequently measured at amortised cost:

  • the financial asset is held taking into account a business model whose objective is to preserve it in order to receive its contractual cash flows; and
  • the contractual terms of the financial asset generate, on specific dates, cash flows that are solely payments of principal and interest on the amount of principal outstanding.

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:

  • the financial asset is held by considering a business model whose objective provides for both receiving its contractual cash flows and its disposal; and
  • the contractual terms of the financial asset generate, on specific dates, cash flows that are solely payments of principal and interest on the amount of principal outstanding.
  • (ii) Capital instruments designated 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:

  • it is acquired chiefly for the purpose of short-term disposal;
  • in the initial recognition, it is part of a portfolio of identified financial instruments that the Company jointly manages and which shows an actual recent pattern of obtaining short-term gains; or
  • if it is a derivative financial instrument (except if attributed to a hedging transaction).

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.

Impairment in financial assets

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 and recognizing expected credit losses

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.

Derecognition of financial assets

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

Classification as financial liability or as an equity instrument

Financial liabilities and equity instruments are classified as liability or as equity according to the transaction's contractual substance.

Equity

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".

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:

  • the financial liability results from a contingent consideration arising from a business combination;
  • when the liability is held for trading; or
  • when the liability is designated to be recorded at fair value through profit or loss.

A financial liability is classified as held for trading if:

  • it is acquired chiefly for the purpose of short-term disposal; or
  • in the initial recognition, it is part of a portfolio of identified financial instruments that the Company jointly manages and which shows an actual recent pattern of obtaining short-term gains; or
  • if it is a derivative financial instrument (except if attributed to a hedging transaction).

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.

(ii) Financial liabilities subsequently measured at amortised cost

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.

Types of financial liabilities

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.

Derecognition of financial liabilities

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.

Offsetting financial instruments

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.

Derivative instruments and hedging accounting

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

  • b. The hedging ratio is expected to be highly effective, on the transaction start date and over the course of its life;
  • c. The hedging effectiveness can be reliably measured on the transaction start date and over the course of its life;
  • d. For cash-flow hedging transactions, the likelihood of its occurrence has to be high.

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.

i. Provisions

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.

Provisions for dismantling and decommissioning of power plants

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.

j. Cash and cash equivalents

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".

k. Statement of cash flows

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).

l. Contingent assets and liabilities

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.

m. Employee benefits

(i) Share based payments

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.

(ii) Defined contribution plans

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.

n. Income tax

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:

  • 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 Company 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 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.

o. Energy sector extraordinary contribution ("CESE")

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.

p. Revenue and accrual accounting basis

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".

Assets associated with contracts with customers

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.

Trade receivables

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.

q. Financial results

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).

r. Balances and transactions expressed in foreign currency

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.

s. Subsequent events

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.

3) Financial Risk Management

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.

Interest rate risk

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

Exchange rate risk

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

4) Investments In Subsidiaries

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:

a. Incorporation of Sustainable Energy One (SEO), S.L.

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.

b. Acquisition of 50% of Univergy Autoconsumo S.L.

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.

c. Incorporation of Greenvolt España

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.

d. Incorporation of Greenvolt Next Holding, S.A.

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:

  • Greenvolt Comunidades S.A., formerly known as Energia Unida, S.A.
  • Greenvolt Next Portugal, Lda, formerly known as Track Profit Energy, Lda
  • Greenvolt Power Group Sp z.o.o, formerly known as V-Ridium Power Group Sp z.o.o.

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.

5) Investments In Joint Ventures And Associates

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

a. Joint ventures

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".

b. Associated companies

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

6) Other Investments

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

7) Classes of Financial Instruments

The financial instruments, in accordance with the accounting policies described under Note 2, were classified as follows:

Financial assets:

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

Financial liabilities:

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

8) Property, Plant And Equipment

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

372 6. S.F. STATEMENTS AND NOTES

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.

9) Right-of-use

Right-of-Use Assets

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.

Lease Liabilities

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.

10) Intangible Assets

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.

11) Current and Deferred Taxes

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).

12) Trade Receivables And Assets Associated With Contracts With Customers

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.

13) Other Receivables

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".

14) State and Other Public Entities

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.

15) Other Current Assets

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

16) Cash and Cash Equivalents

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

17) Share Capital and Reserves

Share capital

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:

  • By a group of professional investors, who subscribed 30,588,235 shares, amounting to 129,999,998.75 Euros;
  • By the company V-Ridium Europe Sp. z.o.o., which subscribed 11,200,000 shares, in the amount of 47,600,000 Euros (with an issue premium in the amount of 8,400,000 Euros), by delivering 11,200,000 shares of V-Ridium Power Group, Sp. z.o.o., representing 100% of the share capital of that company, which is now wholly owned by Greenvolt.

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.

Issuance premiums deducted from costs with the issue of shares

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.

Legal reserve

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.

Other reserves and retained earnings

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.

Appropriation of net income for the year

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:

  • Legal Reserve: 121,.962.63 Euros (one hundred and twenty-one thousand, nine hundred and sixty-two euros and sixty-three cents);
  • Retained Earnings: 2,317,289.91 Euros (two million, three hundred seventeen thousand, two hundred eighty-nine euros and ninety-one cents).

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:

  • Legal Reserve: 176,264.91 Euros (one hundred and seventy-six thousand, two hundred and sixty-four euros and ninety-one cents);
  • Retained Earnings: 3,349,033.28 Euros (three million, three hundred and forty-nine thousand, thirty-three euros and twenty-eight cents).

18) Loans

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.

Description of the Loans

(i) Bank loans

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.

(ii) Bond loans

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:

  • a. "Greenvolt 2022-2028", amounting to 15,000,000 Euros, due in 2028;
  • b. "Greenvolt 2022-2024", amounting to 50,000,000 Euros, due in 2024;
  • c. "Greenvolt 2022-2025", amounting to 35,000,000 Euros, due in 2025.

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%.

(iii) Commercial paper

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.

Change in Indebtedness and Maturities

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.

19) Derivative Financial Instruments

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

(i) Interest rate derivatives

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

388 6. S.F. STATEMENTS AND NOTES

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).

20) Provisions

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%.

21) Trade Payables

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).

22) Other Payables

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).

23) Other Current and Non-Current Liabilities

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.

24) Sales and Services Rendered

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.

25) Other Income

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.

26) External Supplies and Services

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.

27) Payroll 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

28) Other Expenses

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

29) Amortization And Depreciation

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

30) Financial Results

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).

Dividends received

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.

31) Guarantees

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.

32) Group Companies and Related Parties

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.

33) Subsequent Events

Issuance of conditionally convertible bonds

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.

34) Translation Note

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.

35) Approval of Financial Statements

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

PART I

INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

A. SHAREHOLDER STRUCTURE

I. CAPITAL STRUCTURE

1. CAPITAL STRUCTURE

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.

2. Restrictions on the transferability and ownership of shares

There are no restrictions on the transferability or ownership of the Company's shares.

3. Own 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.

5. Arrangements covering the renewal or repeal of defensive measures, in particular those that provide for the limitation of the number of votes that a single shareholder may hold or exercise individually or in conjunction with other shareholders

No defensive measures have been adopted.

6. Shareholder agreements known to the Company that may lead to restrictions on the transfer of securities or voting rights

The Board of Directors is unaware of the existence of any shareholder agreements concerning the Company.

II. SHARES AND BONDS HELD

7. Qualifying shares

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.

Qualifying shareholdings in the Company's share capital:

Integrated Annual Report 2022

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

8. Number of shares and bonds held by members of the management and supervisory bodies, pursuant to Article 447(5) of the Portuguese Companies Code (PCC)

Disclosure of the number of shares and other securities issued by the Company that are held by members of the management and supervisory bodies

Paulo Jorge dos Santos Fernandes (attributable through ACTIUM CAPITAL, S.A.)

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

João Manuel Matos Borges de Oliveira (imputation through CADERNO AZUL, S.A.)

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

Ana Rebelo Menéres de Mendonça (imputation through PROMENDO INVESTIMENTOS, S.A.)

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

Pedro Miguel Matos Borges de Oliveira (attributable through 1 THING, INVESTMENTS, 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

This information is also attached to the Annual Management Report.

9. Powers of the Board of Directors in relation to share capital increases

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.

10. Significant relationships of a commercial nature between the holders of qualifying shares and the Company

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.

B. CORPORATE BODIES AND COMMITTEES

I. Shareholders' General Meeting

a) Composition of the Board of the Shareholders' General Meeting

11. Identification and Mandate of the members of the Board of the General Shareholders' 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.

b) Exercise of voting rights

12. Restrictions on voting rights

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:

  • shareholders may only participate, discuss and vote at the General Meeting, in person or through a representative if, on the "Date of Registration", corresponding to 00:00 a.m. (GMT) of the 5th trading day prior to the date of the General Meeting, they hold at least one share that, according to the law and the Articles of Association, grants them at least one vote;
  • participation in the General Meeting also depends on the shareholder's written indication to that effect, which must be sent to the Chair of the Board of the General Meeting and to

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;

  • proof of title to shares is provided by sending a declaration issued by the financial intermediary where the individual registration account is opened, to the Chair of the Board of the General Meeting by the end of the 5th trading day prior to the General Meeting, containing information on the number of shares registered, as well as the date of registration, and for such purpose, the email address indicated in the convening notice may be used;
  • shareholders who have declared their intention to participate in a General Meeting and have transferred ownership of shares between the 5th trading day prior to the date of the General Meeting and the end of the Meeting must immediately inform the Chair of the Board of the General Meeting and the CMVM, and this will not affect the exercise of their right to participate and vote in the General Meeting.

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.

.

13. Maximum percentage of voting rights that may be exercised by a single shareholder or by related shareholders, as set out in Article 20(1) of the Portuguese Securities Code

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.

14. Shareholder decisions that, under statutory requirement, can only be taken with a qualified majority, in addition to those legally provided for

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.

II. ADMINISTRATION AND SUPERVISION

a) Composition

15. Identification of the governance model adopted

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.

16. Statutory rules on the appointment and replacement of directors

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.

17. Composition of the Board of Directors, indicating the minimum and maximum number of members, duration of the mandate, number of effective members, date of the first appointment and date of expiration of the term of office of each member

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:

  • Clementina Barroso (Chair, independent)
  • Paulo Fernandes (non-independent)
  • João Borges de Oliveira (non-independent)
  • Ana Mendonça (non-independent)
  • Pedro Borges de Oliveira (non-independent)
  • Domingos de Matos (non-independent)
  • Joana Pais (independent)
  • Céline Abecassis-Moedas (independent)
  • Jorge Vasconcelos (independent)
  • José Soares de Pina (non-independent)
  • João Manso Neto (non-independent)

During 2022, the Board of Directors suffered the following changes:

  • The previous Chair of the Board of Directors, Clara Raposo, resigned on 22 November 2022, and Joana Pais was co-opted by the Board of Directors as independent nonexecutive director for the remainder of the current mandate 2021-2023;
  • The Board of Directors also resolved on the same date, 22 November 2022, to appoint Clementina Barroso as Chair of the Board of Directors. The appointment was subject to the non-opposition of the Bank of Portugal, in 21 December 2022, in compliance with the provisions of Bank of Portugal Instruction no. 23/2018, of 5 November.

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;

  • João Manso Neto, appointed for the first time by resolution of the Shareholders' General Meeting of 18 March 2021, for the term of office 2020-2022, from which he resigned on 23 June 2021; and
  • Joana Pais, whose co-option for the remainder of the 2021-2023 term of office, following the resignation presented by the director Clara Raposo, was decided by the Board of Directors on 22 November 2022.

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.

18. Distinction between executive and non-executive members of the Board of Directors and, as regards non-executive members, identification of members that may be considered independent

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 coordination, both within the Board of Directors, and in the respective specialist committees of this body on which they sit, of the exercise of the functions of the Chief Executive Officer, in order to ensure the existence of strengthened conditions for the exercise of their powers in an independent and informed manner, in line with the best corporate governance practices;
  • The continuous, timely and complete sharing of information by the Chief Executive Officer with the other corporate bodies and committees regarding the day-to-day management of the Company, in the exercise of his delegated powers;

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).

19. Professional qualifications of the members of the Board of Directors

The professional qualifications and curricular elements of the members of the Board of Directors is presented in Annex I to this Report.

20. Regular, significant family, professional or business relationships of the members of the Board of Directors with shareholders to whom a qualifying holding greater than 5% of the voting rights is attributable

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.

  1. Organisation charts or functional maps for the division of powers among the various corporate bodies, committees and/or departments within the company, including information on delegation of powers, particularly with regard to delegation of the day-today management of the Company

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:

Delegation of Powers of the Chief Executive Officer

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;

  • Identify, assess, control and manage the risks inherent to the Company's activity, establish objectives in terms of risk, define the Company's risk profile and ensure the coordination of decisions regarding such management;
  • Approve the entering into and executing financing contracts, agreements for the acquisition of goods and services and agreements of a commercial nature;
  • Approve the issuance of guarantees;
  • Appoint the members of the governing bodies of the companies controlled by the Company; and,
  • In general, the powers to exercise all the competencies, powers and faculties that may be attributed by law or that may be assigned by the Board of directors of the company.

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:

  • The delegation of powers does not exclude the power of the Board of Directors to adopt resolutions on the same matters; and
  • The non-executive directors shall monitor the performance of the Chief Executive Officer and may, in particular, review the scope of the delegation of powers.

Structured Financing Advisor

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.

Implementation and Investment Strategy Advisor

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:

  • Strategy: supporting the Chief Executive Officer in establishing, developing and executing the corporate strategy and the Business Plan;
  • 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

  • Institutional Representation: substitute or represent the Chief Executive Officer or the Company in Institutions, Associations or Events; direct management of activities in some countries defined by the Chief Executive Officer.

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:

Risk Management Department

The Risk Management Department has the following responsibilities:

  • Developing and supporting, in a cross-cutting and integrated manner, the definition of the risk management strategy and the risk management policy of the company;
  • Defining and developing the integrated risk management policy, the associated processes and the necessary mechanisms for the functioning of the risk management system;
  • Supporting the department in their identification of risks and the assessment of probability and impact and in the definition of a risk management strategy;
  • Supporting initiatives that allow a conscious spread of the risk management culture so as to allow employees to perform their functions in compliance with the risk strategy and the defined risk management model;
  • Developing and maintaining management mechanisms to obtain an aggregated and holistic view of all the risks inherent in the Company's activity, in the various geographical areas and business areas;
  • Carrying out, in a transversal and integrated manner, financial risk assessment activities of counterparties (customers, suppliers, partners);
  • Evaluating the need to contract insurance, to advise departments in the identification and contracting of insurance, to develop insurance management activities in a transversal and integrated manner.

Finance Department

The Finance Department, considering its integrated and cross-cutting vision in relation to all group companies is responsible for:

  • Defining the Group's financial policy;
  • Ensuring the connection with capital markets, debt markets and banking markets;
  • Ensuring the connection with CMVM, Euronext and Interbolsa;
  • Developing the required mechanisms to implement the risk management and treasury management strategies and policies;
  • Supporting in the execution of transactions in monetary markets and derivatives markets;
  • Assisting in the allocation of capital and supporting corporate finance issues within the Group;
  • Analysing and monitoring the management of the pensions fund;
  • Implementing the financial policy outlined, based on the principles of sustainable finance, optimising the financing and liquidity conditions necessary to support the sustained growth of the Group;
  • Reporting of quarterly, half-yearly and annual consolidated accounts.

Tax Consolidation and Advisory Department

The Tax Consolidation and Advisory Department has the following responsibilities:

  • Defining and analysing the Group's accounting policies, including the application of new standards and amendments;
  • Monitoring complex transactions for the purpose of defining the appropriate accounting treatment in accordance with EU IFRS;
  • Supervising the consolidation exercise, including review of consolidated financial statements and notes;
  • Reviewing the management report and its link with the other financial elements, including monitoring the definition of Alternative Performance Measures and its reconciliation with the consolidated financial statements;
  • Reviewing press releases containing financial information for the market;
  • Preparing responses to questions from the regulator about consolidated financial statements;
  • Liaising with the Group's external auditor and review of conclusions of the audit process;
  • Communicating with the Statutory Audit Board;

  • Monitoring financial and tax due diligence carried out by external entities in acquisition processes;

  • Defining transfer pricing policies in line with the OECD guidelines and managing transfer pricing dossiers;
  • Analysing corporate structuring processes and their tax impacts;
  • Controlling and monitoring all tax procedures and ensuring compliance with tax obligations;
  • Monitoring existing tax contingencies and communicating with external specialists; and
  • Collaborating in defining strategy and tax policy.

Management Planning and Control Department

The Management Planning and Control Department has the following responsibilities:

  • Monitoring the operational and financial implementation of the budget and the business plan of each business unit, in line with the Group's strategic plan;
  • Defining and maintaining the analytical accounting structure, in coordination with the areas involved, and controlling its correct application for accounting purposes;
  • Supporting the definition and control of the processes associated with the preparation of the budget and strategic plan of the Group and of each of the Group's business units;
  • Preparing, monitoring and reporting on management information, both operational and financial, for the Group and for each business unit on a monthly, quarterly and annual basis, providing relevant information for the discussions and decisions of the Group's management team;
  • Discussing the main performance indicators, both operational and financial with the business units, to promote continuous improvement in the business;
  • Controlling the treasury needs of each business unit and discussing with the other departments the allocation of capital to new opportunities; and
  • Monitoring the capital invested in each project and the returns generated by these projects.

M&A and Investor Relations Department

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;

  • Managing the process of mergers, acquisitions and divestitures, including origination, target identification, valuation, due diligence and negotiation of commercial terms and conditions;
  • Coordinating consultants in M&A due diligence processes (financial, tax, legal, commercial, technical, among others);
  • Analysing the impact and assessing the risk of procurement processes;
  • Defining and adapting the business plan and equity story according to the strategic plan defined for the group;
  • Developing business relationships with key players in the M&A market and the energy sector, ensuring broad access to the best opportunities in the market;
  • Cooperating with the Investor Relations team to align communication with the market with the equity story and key next steps;
  • Management and coordination of all equity capital market operations.

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:

  • To act as Greenvolt's representative with shareholders, investors and financial analysts;
  • To provide the management team with information received from institutional investors, particularly with regard to issues of an operational and/or strategic nature, and their potential implementation;
  • To monitor the content of analysts' research in order to ensure an accurate assessment of the company's strategy and results, as well as a coherent investment appreciation;
  • To attract the interest of potential institutional investors as well as a greater number of financial analysts.

IT and Processes Department

The IT and Processes Department has the following responsibilities:

  • Defining and reviewing the group's processes, promoting their harmonisation, optimisation and continuous improvement;
  • 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;

  • Challenging and supporting the implementation of business unit specific systems, ensuring alignment with group processes, policies and information needs;
  • Implementing the cybersecurity policy and its defined procedures; and
  • Providing the IT infrastructure, equipment and software necessary for the performance of functions, including remote support to users.

Sustainability Department

The Sustainability Department has the following responsibilities:

  • Supporting the definition of Greenvolt's sustainability strategy, coordinating its implementation and management with the various departments and business areas, particularly in the various countries where the company operates;
  • Support in aligning and integrating sustainability commitments with the Company's objectives and strategic plan, with a view to promotion of responsible ESG (Environmental, Social and Governance) practices, implementation of climate change adaptation and mitigation strategies, reduction of the organisation's environmental footprint, preservation and protection of biodiversity, with a view to creating sustainable value;
  • Identifying ESG risks and opportunities relevant to stakeholders and the business, contributing to informed decision-making, and improving the organisation's sustainability performance;
  • Liaising and coordinating with the Ethics and Sustainability Committee and the Chief Executive Officer with regard to all actions relevant to the implementation of the sustainability strategy, including related ethics and conduct issues;
  • Researching, monitoring and tracking sustainability reporting guidelines, policies, trends and best practices, collaborating with stakeholders to develop and implement sustainable policies, procedures and programmes;
  • Participating and representing the company in external sustainability forums and initiatives, particularly in reporting programmes, external ESG assessments and certification;
  • Support in drafting the sustainability report and in all sustainability-related activities in the organisation.

Human Resources Department

The Human Resources Department has the following responsibilities:

  • Attracting, developing and retaining the best talent, always from a perspective of diversity, with its policy outlined in five strategic axes in the different countries in which Greenvolt is present, namely the following:
    • Defining a human resources policy focused on people, in order to attract the best through a recruitment strategy in line with the group's values;
    • Developing employees on an ongoing basis through a performance management, training and continuous feedback strategy;
    • Recognising and rewarding behaviour and performance through an equitable salary and benefits policy for the whole group;
    • Giving our employees reasons to continue to grow within the group through an appropriate talent management strategy and by encouraging internal and external mobility; and
    • Promoting the Greenvolt culture with the active participation of employees in the life of society, teamwork, thoroughness and flexibility, respecting differences and points of view.

Legal Department

The Legal Department has the following responsibilities:

  • Providing legal advice to the Board of Directors, its internal committees and the Chief Executive Officer in decision-making processes;
  • Providing constant legal support to the Company and its subsidiaries, monitoring their organisational growth and day-to-day management, both on a national and international level;
  • Providing legal advice on national and international M&A transactions;
  • Promoting the adoption of best practices in Corporate Governance;
  • Ensuring institutional relations with the various supervisory and regulatory bodies, as well as with the Company's shareholders and stakeholders;
  • Company Secretarial work, in the exercise of the applicable legal powers.

Energy Management Department

The Energy Management Department has the following responsibilities:

  • Managing the sale of energy from the portfolio of renewable assets in operation in the Iberian Peninsula through bilateral contracts or spot market sales, as well as ensuring the operationalisation and monitoring of these assets in order to optimise their technical and financial performance;
  • Supporting the management in the development of greenfield projects and in the participation in competitive procedures;
  • Supporting the M&A management in acquisition processes for projects under development;
  • Participating actively in the process of deciding the strategy for the sale of energy from the assets to be put into operation;
  • Supervising the development of projects during both their development and construction phases;
  • Managing the portfolio of assets in operation and the main Key Performance Indicators (KPI) from their entry into operation, namely the control of production, performance, availability, spot market prices, and the monthly settlement of energy with the respective counterparties;
  • Managing and coordinating the operation and maintenance of assets, contracts, guarantees and other administrative issues (insurance, O&M, security, among others); and
  • Communicating and cooperating with other departments to ensure that the results of the operation are in line with planning, proposing mitigation/improvement measures where necessary.

Regulation Department

The Regulation Department has the following responsibilities:

  • Monitoring European and national political and legislative initiatives in the energy and climate sectors, in order to identify potential risks and opportunities for Greenvolt in the various countries in which it operates;
  • Supporting the definition of Greenvolt's strategy, helping it to prepare in good time for the challenges identified, and contributing to decision-making in an informed way;
  • Interacting with relevant institutional external and internal stakeholders, as well as monitoring, selecting and analysing relevant information in order to effectively

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.

Technical Department

The Technical Department has the following responsibilities:

  • To ensure the correct operation and maintenance of the production assets, namely the Biomass Power Plants and Photovoltaic Solar Parks in Portugal, managing risks and opportunities for technological innovation;
  • To establish, monitor and drive the achievement of key performance indicators (KPI) for operation, maintenance, safety and environment in accordance with defined policies and procedures;
  • Developing projects, and deploying new assets, namely solar-photovoltaic and residual biomass thermal technologies;
  • Defining the annual activity plan, including planned maintenance plans, operating and maintenance budgets, proposals for investment projects, internal and external audits, and promotion of continuous improvement initiatives;
  • Managing the organisation's technical know-how, promoting the development of employees' core technical and human skills;
  • Supporting the definition of maintenance, IT, security and environmental policies;
  • Supporting the definition of the technological strategy in conjunction with the development teams of each project, defining tools and procedures ensuring quality and the use of the best available practices;
  • Generating technical risks and setting out mitigation plans;
  • Supporting insurance management of production assets;
  • Evaluating project and development teams, suppliers and contractors, identifying strengths, problem areas and developing plans to improve performance;
  • Exploring and evaluating new technologies and tools as opportunities for innovation and excellence in development;
  • Ensuring the quality of the technical project documentation process;
  • Analysing, negotiating and contracting PPAs (Power Purchase Agreements) with potential energy buyers;
  • Providing information to the other organisational areas, including operational data, technical assessments, and schedules of activities; and

• Representing the organisation in contacts with institutions and public authorities and other stakeholders.

New Business Department

The New Business Department has the following responsibilities:

  • Studying and designing the development of new energy projects;
  • Studying locations;
  • Studying different technologies;
  • Studying the potential for energy generation;
  • Meetings and relationships with potential technology partners;
  • Establishing agreements with technological partners;
  • Preparing business models;
  • Developing energy projects in Portugal;
  • Obtaining licensing for projects;
  • Capacity Reservation Permit/Network Operator Agreement;
  • Environmental Impact Studies and Environmental Impact Statements;
  • Production Licence;
  • Operation Licence;
  • Construction Licence;
  • Development contacts with Portuguese public institutions (Ministry of the Environment, Secretaries of State, REN, DGEG, E-Networks, APA, ICNF, CCDRs, Municipal Councils);
  • Contracting and managing land (power station and power line);
  • Business prospecting;
  • Meetings and relations with Portuguese companies with projects/power plants in operation;
  • Relations with sector associations or alike (APE, APREN, AP2H2, etc.);
  • Relations with public/governmental institutions; and
  • Representation at sector events.

Assurance, Compliance & Efficiency Department

The Assurance, Compliance & Efficiency Department has the following responsibilities:

  • To prepare and execute an annual audit plan approved by the Audit, Risk and Related Parties Committee.
  • To follow up the implementation of action plans regarding non-conformities or improvement opportunities identified during internal audits or additional work developed.
  • To provide coordination and a consistent approach to design, and to implement and evaluate the Organisation's Internal Control System for Financial Reporting
  • To identify and co-ordinate opportunities for improving internal control with management and verify that these are implemented within the period required.
  • To identify and promote continuous improvement activities and to support the development of projects in this area throughout the organisation, with the aim of improving the efficiency and quality of processes.

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:

  • To ensure that the Organisation's business processes are carried out in compliance with applicable laws, regulations, standards and ethical principles, establishing an internal culture of compliance
  • To identify and monitor the legislative and regulatory obligations applicable to the Organisation and the respective risks associated to non-compliance.
  • To develop Compliance programmes that adapt the Organisation's processes and procedures in order to comply with applicable legislation and regulations.

b) Operation

22. Existence of internal regulations of the Board of Directors and place where they may be consulted

The internal regulations of the Board of Directors are available for consultation on the Company's website.

23. Number of meetings held and attendance rate of each member of the Board of Directors at the meetings held

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.

24. Competent corporate bodies to assess the performance of executive directors

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.

25. Predetermined criteria to assess the performance of executive directors

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.

26. Availability of each member of the Board of Directors, indicating office held simultaneously in other companies, within and outside the company group, and other relevant activities conducted by the members of these bodies during the fiscal year

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

27. Identification of the committees created within the Board of Directors and the place where the internal regulations may be consulted

The Board of Directors created the following committees:

  • i. Remunerations and Nominations Committee;
  • ii. Audit, Risk and Related Party Committee;
  • iii. Strategic and Operational Monitoring Committee;
  • iv. Ethics and Sustainability Committee.

The operating regulations of these Committees can be found at https://www.greenvolt.com.

28. Identifying the Chief Executive Officer

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.

29. Powers of each of the committees and summary of activities conducted in exercise thereof

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.

Remunerations and Nominations Committee

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

Remunerations and Nominations Committee

*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%.

Audit, Risk and Related Parties Committee

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%.

Strategic and Operational Monitoring Committee

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

Strategic and Operational Monitoring Committee

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%.

Ethics and Sustainability Committee

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

Ethics and Sustainability Committee

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%.

III. SUPERVISION

a) Composition

30. Identification of the supervisory body in view of the model adopted

A Statutory Audit Board and a Statutory External Auditor conduct supervision, pursuant to article 413(1)(b) and 413(2)(a) of the PCC.

31. Composition of the Statutory Audit Board, indicating the minimum and maximum number of members and the term of office according to the articles of association, as well as the number of effective members, date of first appointment and the expiration of the term of office of each member

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

All members of the Statutory Audit Board were elected for the first time on 24 June 2021 for a three- year term of office between 2021 and 2023, ending on 31 December 2023.

32. Independent members of the Statutory Audit Board as defined in Article 414(5) of the Portuguese Companies Code

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.

33. Professional and other relevant qualifications of each member of the Statutory Audit Board

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.

b) Operation

34. Existence of internal regulations of the Statutory Audit Board and place where they may be consulted

The operating regulations of the Statutory Audit Board are available for consultation at https:// www.greenvolt.com.

35. Number of meetings held and attendance rate of each member of the Statutory Audit Board at the meetings held

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.

36. Availability of each member of the Statutory Audit Board, indicating office held simultaneously in other companies, within and outside the company group, and other relevant activities

Annex I of this Report includes information on other offices held, qualifications and professional experience of the members of the Statutory Audit Board.

c) Competences and functions

37. Description of the procedures and criteria applicable to the intervention of the supervisory body for the purposes of hiring additional services from the external auditor

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:

  • i. that any services, other than audit services, are provided with high standards of quality, autonomy and independence;
  • ii. that contracting services, other than audit services, does not affect the independence of the External Auditor and is appropriate, considering all the services rendered;
  • iii. that any services, other than audit services, are not prohibited under European Union law, when duly contextualised.

38. Other functions of the supervisory bodies

The functions of Statutory Audit Board, as set out in the law and the company's articles of association, include:

  • a. Supervising the management of the company;
  • b. Ensuring compliance with the law and the memorandum and Articles of association;
  • c. Drafting the annual report on supervisory activities and issuing an opinion on the report, accounts and proposals submitted by the Board of Directors;
  • d. Summoning the General Meeting whenever the Chair of the General Meeting fails to do so.
  • e. Supervising the effectiveness of the risk management system, the internal control system and the internal audit system, if any;
  • f. Receiving reports of irregularities submitted by shareholders, company employees or others;
  • g. Hiring expert service providers to assist one or several of its members in the performance of their duties; the hiring and remuneration of these experts should bear in mind the importance of the matters entrusted to them and the Company's financial standing;
  • h. Complying with all other duties set out in the law or in the articles of association;

  • i. Supervising the process of preparation and disclosure of financial information;
  • j. Proposing the appointment of the Statutory External Auditor to the General Meeting;
  • k. Supervising the auditing of the company's financial statements;
  • l. Supervising the independence of the Statutory External Auditor, namely with regard to the provision of additional services.

In order to fulfil these functions, the Statutory Audit Board shall:

  • a. Obtain the necessary information to conduct its activity from the Board of Directors, namely information regarding the company's operational and financial evolution, changes to the company's portfolio, the terms and conditions of the transactions conducted by the company and the content of the decisions adopted by the company;
  • b. Monitor and assess the risk management and internal control system, validate the work plans of the internal audits, analyse the reports carried out by the internal control services, including the risk management, compliance and internal audit functions, at least when matters relating to financial reporting, the identification or resolution of conflicts of interest and the detection of potential irregularities are involved, and draw up an appraisal and recommendation report addressed to the Board of Directors each year, if there are matters that justify it;
  • c. Receive individual and consolidated accounts and the corresponding reports from the Management at least five days prior to the date of its meeting, so as to analyse, in particular, major changes, relevant transactions and corresponding accounting procedures and clarifications obtained from the Management, namely through the Board of Directors and the external auditor; issue assessments and adopt resolutions;
  • d. Inform the Board of Directors of any confirmations, checks and investigations conducted by the Statutory Audit Board and their outcome;
  • e. Attend the General Meetings and the meetings of the Board of Directors to which the Statutory Audit Board is summoned or those in which the accounts for the financial year are discussed;
  • f. Assess the activity and performance of the Statutory Audit Board on an annual basis and revising the respective regulations with a view to developing and implementing improvements in the functioning of the Statutory Audit Board;
  • g. Perform any other supervisory duties set out in the law.

Additionally, the Statutory Audit Board shall:

  • a. Represent the Company before the Statutory External Auditor and External Auditor, and propose the auditor who shall provide these services and its remuneration; verify that the appropriate conditions for the provision of these services are met within the Group;
  • b. Receive and analyse the reports issued by the Statutory External Auditor and the External Auditor while liaising with between the Group and these entities; issue an opinion

regarding the relevant projects and work plans, as well as the adequacy of the resources allocated to the execution of these projects;

  • c. Produce an annual report regarding its supervisory action and issue an opinion on the report and accounts and proposals presented by management; supervise the effectiveness of the risk management and internal control system;
  • d. Analyse and supervise the preparation and disclosure of financial information on a regular basis, in liaison with the Board of Directors;
  • e. Issue opinions in accordance with the Related Party Transactions Policy.

As part of the Company's supervisory body, the Statutory External Auditor and the External Auditor shall, within the annual auditing process:

  • a. Analyse the functioning of internal control mechanisms and reports any shortcomings identified;
  • b. Verify whether the main elements of the internal control and risk management systems implemented in the Company regarding the financial information disclosure process are presented and disclosed in the annual Corporate Governance information; and
  • c. Issue the legal accounts' certification and the Audit Report, stating whether this report on the corporate governance structure and practices includes the elements listed in the current version of Article 66-B and 508-D of the PCC or, otherwise, ensure that this information is included in a separate report, which shall also be made available to shareholders, pursuant to Article 29-H of the PSC, and whether it complies with the structure defined in CMVM Regulation number 4/2013 and also whether the information contained therein includes a statement on the compliance with the IPCG Corporate Governance Code.

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.

IV. STATUTORY EXTERNAL AUDITOR

39. The statutory auditor and the partner representing the statutory auditor

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.

40. Number of years that the statutory external auditor consecutively performed its duties in the company and/or group

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.

41. Description of other services rendered by the statutory auditor to the company

The Statutory External Auditor is also the Company's External Auditor as detailed below.

V. EXTERNAL AUDITOR

42. External auditor appointed for the purposes of Article 8 and the partner representing the external auditor when performing its duties as well as CMVM registration number

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.

43. Number of years that the external auditor and the partner representing the external auditor consecutively performed their duties in the company and/or group

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.

44. Policy and frequency of rotation of the external auditor and the partner representing the external auditor performing these duties

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.

45. Indication of the body responsible for assessing the external auditor evaluation and frequency of such assessment

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.

46. Identifications of the tasks, other than auditing, conducted by the external auditor, as well as the indication of other internal procedures for the purposes of the approval of the hiring of such services and indication of the reasons for its contracting

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.

47. Indication of the annual remuneration paid to the auditor and to other natural or legal persons belonging to the same network and discrimination of percentages pin respect of the following 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%

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.

C. INTERNAL ORGANISATION

I. ARTICLES OF ASSOCIATION

48. Rules applicable to the amendment of the Articles of Association

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.

II. REPORTING OF IRREGULARITIES

49. Means and policy on the reporting of irregularities within the company

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.

III. INTERNAL CONTROL AND RISK MANAGEMENT

50. Persons, bodies or committees responsible for internal audit and/or implementation of internal control systems

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:

  • I. Remunerations and Appointments Committee;
  • II. Audit, Risk and Related Party Committee;
  • III. Strategic and Operational Monitoring Committee;
  • IV. Ethics and Sustainability Committee.

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.

51. Details of hierarchical and/or functional dependency in relation to other bodies or committees of the company

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:

  • a. To know the risks and opportunities that affect the Company and its subsidiaries, especially the most significant ones with a potential impact on the business;
  • b. To ensure that there are appropriate levels of knowledge of the risks and opportunities affecting operations and how to address them;
  • c. To ensure the dissemination of the internal control and risk management system implemented at all hierarchical levels, especially those with decision-making power;
  • d. To ensure that for the identified risks, there are actions in place to minimise the probability of occurrence of risk events and the respective impact and consequence of the events on the business;
  • e. To ensure that the process for implementing the internal control and risk management system is adequate and has the necessary resources for its development; and
  • f. To ensure direct and regular communication with the Statutory Audit Board, making it aware of the risk appetite, risk tolerance, risk exposure level and risk response handling. The Board should also request, whenever necessary, the opinions of this body that it deems necessary for decision-making, and ensure that the risks identified and the policies defined are analysed from the multidisciplinary perspectives that guide the Company's actions.

The subsidiaries manage the risks and opportunities, within the established criteria and delegations.

52. Other functional areas with risk control competencies

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:

    1. Definition of a Governance Model
    1. Risk Identification and Management
    1. Development and implementation of Standards, Policies and Procedures
    1. Promotion of Training and Communication
    1. Creation and dissemination of Incident Reporting Channels
    1. Establishment of Mechanisms for Review, Monitoring and Continuous Improvement of the Compliance Programme
    1. Third Party Compliance Risk Management
    1. Conducting Audits and subsequent Action Plans
    1. Implementation of Reporting Mechanisms in the Compliance Programme.

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:

  • Identification of existing Compliance Mechanisms,
  • Assessment of gaps in internal processes in relation to the obligations in question,
  • Definition of an Adequacy Action Plan and support to its implementation, as well as its monitoring,
  • Implementation of Compliance Controls that enable the maintenance of the Compliance mechanisms implemented and their continuous improvement.

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.

53. Identification and description of the main types of risk (economic, financial and legal) faced by the company in conducting its business

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

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.

Foreign Exchange Rate Risk

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.

Inflation Risk

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:

  • Negotiation of long-term agreements with suppliers;
  • Regarding our Portuguese biomass plants, the electricity sale price is indexed to the consumer price index;
  • Power purchase agreements executed by Group companies with third parties: the Group strives to include the indexation of the sale prices to the variation of the prices indexes of the agreements executed with off-takes for the supply of electricity;
  • Most of the Group's debt is exposed to fixed interest rates (70% at the end of 2022). Considering the strong correlation between inflation and interest rates this policy favours the mitigation of the negative impact associated with the inflation variation;
  • The Group assesses the opportunity to execute inflation risk management derivatives agreements in order to mitigation the inflation risk in its operations;
  • The Group regularly renegotiates suppliers' agreements when such renegotiation is deemed to be advantageous – in order to optimize the conditions, which is done through market benchmark, namely regarding plants' operation and maintenance (Asset Management area).

Liquidity Risk

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

Credit Risk

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

Electricity Market Price Risk

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).

Capital Management Risk

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.

Legal, Fiscal and Regulatory Risks

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.

Access to Finance

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.

54. Description of the process to identify, assess, monitor, control and manage risks

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:

  • a. In the first stage, the management of the Company and its Subsidiaries identify those responsible for presenting the processes instituted and the activities undertaken for the identification and prioritisation of areas and relevant internal and external risks that may affect, in a materially relevant way, the pursuit of the strategic and business objectives of the Company and its Subsidiaries. Opportunities are also considered at this stage;
  • b. The risks and opportunities identified are analysed to identify the risk factors and events that may affect the Company's operations and activities, as well as the strategies in place to mitigate the risks and exploit the opportunities;
  • c. In addition, the impact and probability of each risk and opportunity event occurring is measured and, depending on the level of exposure, the mitigation strategy appropriate to the risk and the exploitation of the opportunity is assessed and defined: avoid, pursue, control (prevent, mitigate, transfer) or accept. At this stage an assessment is carried out to measure the severity of inherent and residual risks;
  • d. The strategies defined in the previous phase are followed up, changes in the level of exposure to critical risks are monitored and new risk factors and possible additional mitigation strategies are identified. This stage includes the adoption of internal information and communication mechanisms on the various components of the risk management system;
  • e. The results and information generated by the risk management system implemented are used, where applicable, for internal communication to employees and to the market and shareholders of the critical risk factors that may affect the Company's operations and activities.

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):

  • a. Effectiveness and efficiency of operations, ensuring that resources are used efficiently and for their due purpose;
  • b. Reliability of financial and non-financial information, ensuring that it is complete, secure and reported on a regular basis;
  • c. Compliance with applicable laws, rules and regulations, ensuring that any material aspects are included in internal information and that any affected areas are duly informed.

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.

55. Main elements of the internal control and risk management systems implemented in the company as regards the process of disclosure of financial information

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.

IV. INVESTOR SUPPORT

56. Service responsible for investor support, composition, functions, information provided by this service and contact details

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.

57. Market relations officer

The market relations officer is Mr. Miguel Valente.

58. Information on the proportion of, and response time to, requests for information received in the relevant year or outstanding from previous years

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.

V. WEBSITE

59. Address(es)

The Company has a web page with information about the Company.

The address is www.greenvolt.com.

  1. Place where information on the company, public company status, registered office and other elements listed in Article 171 of the Portuguese Companies Code may be found

https://greenvolt.com/investors/corporate-gov-esg/

  1. Place where the statutes and regulations on the functioning of the bodies and/or committees can be found

https://greenvolt.com/investors/corporate-gov-esg/

  1. Place where information on the identity of the members of the governing bodies, the market relations officer, the Investor Relations Office or equivalent structure, respective functions and means of access can be found

https://greenvolt.com/investors/corporate-gov-esg/

  1. Place where the financial statements, which must be accessible for at least five years, as well as the half-yearly calendar of company events, published at the beginning of each semester, including, among others, general meetings, disclosure of annual, half-yearly and, if applicable, quarterly accounts can be found

https://greenvolt.com/investors/corporate-gov-esg/

https://greenvolt.com/investors/events-publications/#generalmeetings

  1. Place where the convening notices the general meeting and all the preparatory information and subsequent information related to it are disclosed

https://greenvolt.com/investors/events-publications/#generalmeetings

  1. Place where the resolutions passed at the company's General Meetings, share capital and voting results relating to the preceding three years can be found

https://greenvolt.com/investors/events-publications/#generalmeetings

D. REMUNERATION

I. COMPETENCE TO DETERMINE REMUNERATION

66. Competent body to determine the remuneration of the corporate bodies

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.

II. REMUNERATION COMMITTEE

67. Composition of the remuneration committee, including identification of the natural or legal persons hired to assist the remuneration committee and statement on the independence of each member and advisor

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:

Remuneration Committee

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

68. Knowledge and experience of the members of the Shareholders' Remuneration Committee in matters of remuneration policy

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

III. REMUNERATION STRUCTURE

69. Description of the remuneration policy of the managing and supervisory bodies as referred to in Article 2 of Law 28/2009, of 19 June

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:

  • a. Competitiveness Attracting and retaining the best professionals for the functions to be performed, in competitive alignment with the practices of the sectors of activity and geographical areas in which the Company operates, providing the necessary conditions for stability in the exercise of their functions;
  • b. Preservation of Long Term Interests Rewarding performance that generates long term value with a disincentive for excessive risk taking;
  • c. Commitment to Results Rewarding commitment to the strategic objectives of the Company with a focus on continuous improvement;
  • d. Sustainability Culture Key performance indicators (KPI) must reflect the commitment to sustainable development, especially environmental sustainability, measured by "ESG criteria" - Environmental, Social and Governance - environmental, social and corporate governance indicators, under the aegis of the Company's values and ethical principles that are a cornerstone of the Company's structures and its relationship with all stakeholders;

When defining the quantitative and qualitative parameters that derive from the Policy, the following factors are considered:

  • a. Responsibility inherent to the functions performed The functions performed and the responsibilities assumed by each member of the governing bodies, considering, namely, differentiated responsibilities, time allocation, complexity and range of functions performed at the Company and its subsidiaries;
  • b. Size and Capacity of the Company The size and economic capacity of the Company are always considered when defining remuneration, so as to ensure that it is appropriate and fair;
  • c. Employment and remuneration conditions of workers Remuneration will be defined considering the employment and remuneration conditions of the employees of the Company, by conducting a comparative analysis by reference to equivalent functions both in the national and international market of reference, so as to ensure internal equality and a high level of competitiveness.

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.

b. Board of Directors

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.

  • ii. Executive Directors The remuneration of executive directors will be composed of: (1) a fixed component, corresponding to an amount paid in twelfths, to be aligned with the base remuneration practised by comparable companies, considering the market capitalisation, 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, Greenvolt's startup year, as follows: i) of a quantitative nature (65%) - ESG indicators (5%), Net Profit (25%), EBITDA (35%) - ii) and, of a qualitative nature (35%) - team management, stakeholder management, teamwork, implementation of the annual business plan;
    • a medium term,variable bonus, in the form of phantom shares, whose 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 percent) within 3 (three) years from the date they are granted and by a maximum amount of 50% (fifty percent) within 4 (four) years, also from the day they were 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.

The following rules apply to the remuneration of directors:

  • i. The global fixed remuneration of the Board of Directors, including the remuneration paid by affiliates to the members of the Board of Directors, shall not exceed 3,500,000 Euros per year;
  • ii. 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;
  • iii. The individual performance evaluation process of each director is annual, and must be supported by concrete evidence, made available to the Greenvolt Remuneration Committee by the Strategic and Operational Monitoring Committee and/or other Committees supporting the Board of Directors from whom the Remuneration Committee may request the information it deems relevant;
  • iv. In view of the different business areas covered by the Company, it is considered appropriate that the payment of the fixed and/or variable component of the remuneration of executive directors may, where applicable, be divided between the Company and subsidiary companies whose management bodies comprise them, in accordance with the terms that may be proposed by Greenvolt's Remuneration Committee and approved by the competent corporate bodies of each of the Companies involved in this division.
  • c. Statutory Audit Board The remuneration of members of the Statutory Audit Board will be fixed, considering the appropriate fees for the performance of their duties in line with market practice.
  • d. Statutory External Auditor The remuneration of members of the Statutory External Auditor will be fixed, considering the appropriate fees for the performance of his/her 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.

The following benefits are also provided to Executive Directors:

  • The right to participate in a pension fund, to which Greenvolt makes a contribution per participant which varies according to the group's results and the seniority of the employee;
  • 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;

  • Use of vehicle, under the terms of the practices adopted by Greenvolt for service vehicles, which will include the assignment of a driver and payment of costs and expenses related to the vehicle and its use.

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.

70. Information on how remuneration is structured so as to align the interests of members of the managing body with the long-term interests of the company, as well as how it is based on performance assessment and how it discourages excessive risk-taking

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.

71. Reference to the existence of a variable remuneration component and information on the possible impact of the performance assessment on this component

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.

72. Deferred payment of the variable component of remuneration, including a reference to the deferral period

No deferral period applies to the payment of the variable component of remuneration. See point 69.

73. Criteria that underlie the allocation of variable remuneration in shares

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.

74. Criteria that underlie the allocation of variable remuneration in options

The variable remuneration structure for Executive Directors does not include the allocation of options.

75. Main parameters and rationale for any annual bonus scheme and any other non-cash benefits

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.

76. Main characteristics of the supplementary pension or early retirement schemes for directors and the date on which they were approved in the general meeting, in individual terms

The Company has no supplementary pension or early retirement schemes for members of the managing and supervisory bodies.

IV. DISCLOSURE OF REMUNERATION

77. Indication of the annual remuneration earned, in aggregate and individual terms, by the members of the company's managing bodies, paid by the Company, including fixed and variable components of remuneration and, as regards the latter, reference to the different underlying components

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.

78. Amounts paid on any basis by other companies in a control or group relationship with the Company, or under common control

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.

79. Remuneration paid in the form of profit sharing and/or bonus payments and the reasons for granting such bonuses and/or profit sharing

No remuneration was paid in the form of profit sharing or bonuses throughout the year.

80. Compensation paid or owed to former executive directors in relation to the termination of their duties during the year

No amounts were paid or are owed as compensation to directors whose functions have ceased throughout the year.

81. Annual amount of remuneration received, in aggregate and individual terms, by the members of the company's supervisory bodies

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.

82. Remuneration of the Chair of the Board of the Shareholders' General Meeting in the reference year

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€.

V. AGREEMENTS AFFECTING REMUNERATION

83. Contractual limitations on compensation payable for dismissal without cause of a director and its relation to the variable component of the remuneration

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.

84. Reference to the existence and description, indicating the amounts involved, of agreements between the company and directors and managers, as described in Article 3(1)(23) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, which provide for compensation in the event of resignation, dismissal without just cause or termination of employment contracts following a change in company control

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.

VI. PLANS FOR THE ALLOCATION OF SHARES OR STOCK OPTIONS

85. The plan and its addressees

The Company does not have any plan to allot shares or share options to the members of the governing bodies or its employees.

86. Characterisation of the plan

The Company does not have any share allotment or stock option plan.

  1. Option rights granted for the acquisition of shares ('stock options') of which the beneficiaries are company employees and collaborators

No stock options exist where the beneficiaries are company employees and workers.

88. Control mechanisms in any system of employee participation in the share capital, as far as voting rights are not directly exercised by them

Not applicable as per above.

E. TRANSACTIONS WITH RELATED PARTIES

I. CONTROL MECHANISMS AND PROCEDURES

89. Mechanisms implemented by the company to monitor transactions with Related Parties

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:

  • i. Current transactions are those cumulatively conducted within the scope of the Company's current activity and under market conditions, and are only subject to reporting, recording and analysis obligations set out in the Policy;
  • ii. Non-current transactions are those performed outside the scope of the Company's current activity or not under market conditions, and are subject, not only to reporting, recording and analysis obligations set out in the Policy, but also to an approval and disclosure procedure also established therein.

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.

90. Transactions subject to control in the reference year

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.

91. Description of the procedures and criteria for the intervention of the supervisory body as regards prior assessment of the business activity to be conducted between the company and the holders of qualified shareholdings or entities related to them in any way

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.

II. ELEMENTS RELATED TO BUSINESS ACTIVITY

92. Location of information regarding business activity with related parties within the financial statements

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.

PART II

CORPORATE GOVERNANCE ASSESSMENT

1. Identification of the adopted Corporate Governance Code

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.

2. Analysis of compliance with the adopted Corporate Governance Code

CHAPTER I GENERAL PROVISIONS

General principle:

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.

I.1. Company relations with investors and information

Principle:

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.

Recommendation:

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.

Recommendation Fully Adopted

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. Diversity in the composition and functioning of the company bodies

Principle:

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.

Recommendation:

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

I.3. Relationship between company governing bodies

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

I.4. Conflicts of Interest

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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:

  • a. Duty to inform of the actual or potential existence of the conflict of interest;
  • b. Duty to abstain directly or indirectly, in the decision-making process.

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.

I.5. Related party transactions

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Not Applicable*

* 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.

CHAPTER II SHAREHOLDERS AND GENERAL MEETINGS

Principles:

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.

Recommendations:

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.

Recommendation Not Applicable

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

The Company has the necessary mechanisms for exercising the right to vote by post and electronically.

Reference: Section 12 of this Report.

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.

Recommendation Not Applicable

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.

Recommendation Fully 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.

CHAPTER III NON-EXECUTIVE MANAGEMENT AND SUPERVISION

Principles:

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.

Recommendations:

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.

Recommendation Not Applicable

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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:

  • a. Having conducted functions in any of the company's bodies for more than twelve years, either on a consecutive or non-consecutive basis;
  • b. Having been a prior staff member of the company or of a company which is considered to be in a controlling or group relationship with the company in the last three years;
  • c. Having, in the last three years, provided services or established a significant business relationship with the company or a company which is considered to be in a controlling or group relationship, either directly or as a shareholder, director, manager or officer of the legal person;
  • d. Having been a beneficiary of remuneration paid by the company or by a company which is considered to be in a controlling or group relationship other than the remuneration resulting from the exercise of a director's duties;
  • e. Having lived in a non-marital partnership or having been the spouse, relative or any first degree next of kin up to and including the third degree of collateral affinity of company directors or of natural persons who are direct or indirect holders of qualified shareholdings;
  • f. Having been a holder of qualified shareholdings or representative of a holder of qualified shareholdings.

Recommendation Fully Adopted

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).

Recommendation Not Applicable

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

CHAPTER IV EXECUTIVE MANAGEMENT Principles:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Reference: Section 21 of this Report.

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

CHAPTER V PERFORMANCE EVALUATION, REMUNERATION AND APPOINTMENTS

V.1 Annual Performance Assessment

Principle:

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.

Recommendation:

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.

Recommendation Fully Adopted

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 Remuneration

Principles:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Reference: Section 69 of this Report.

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

V.3 Appointments

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Not Applicable

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.

Recommendation Not Applicable

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.

Recommendation Not Applicable

* 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.

CHAPTER VI INTERNAL CONTROL

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

CHAPTER VII FINANCIAL INFORMATION

VII.1 Financial information

Principles:

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.

Recommendation:

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.

Recommendation Fully Adopted

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.

VII.2 Statutory Audit and supervision

Principle:

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.

Recommendations:

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.

Recommendation Fully Adopted

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.

Reference: Section 37 of this Report.

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.

Recommendation Fully Adopted

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.

Recommendation Fully Adopted

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.

Annexes

Appendix I Professional Qualifications and Curricular Details

BOARD OF DIRECTORS1

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

OTHER POSITIONS HELD

Altri Group

N/a

Outside Altri Group

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.

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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.

2016 – present

Member of the Board, Instituto Português de Corporate Governance

2011 – present

Member of the Advisory Board of IJC (ISCTE Junior Consulting)

1982 – present

Professor of Finance Department, ISCTE Business School

PREVIOUS EXPERIENCE

2015 - 2022

Member (non-executive) of the Board of Directors, Member of the Audit Committee and Remuneration Committee, Banco CTT, S.A.

2018 - 2021

Member of the General and Statutory Audit Board (Financial Matters /Audit Committee), EDP – Energias de Portugal, S.A.

2014 - 2020

Chair of the Board of the General Meeting, Science 4 YOU, S.A.

2012 - 2016

Member (non-executive) of the Board of Directors and the Audit Committee, Fundbox - SGFII, SA, Sociedade Gestora de Fundos de Investimento Imobiliário, S.A

2011 - 2016

Member (non-executive) of the Board of Directors and the Audit Committee, Fundbox - SGFIM, SA, Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.

2016 - 2019

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.

2001 - 2013

Member of the Board, INDEG/PROJETOS- Institute for Business Management Development/ Projects

1999 - 2013

General Director and Member of the Board, INDEG / ISCTE - Institute for Business Management Development/Projects/ISCTE

QUALIFICATIONS

2015 PhD in Applied Business Management, ISCTE_IUL

1990

Statutory Auditor (ROC), registered with the Institute of Statutory Auditors

1984 - 1985

Master's in Business Organisation and Management (taught part), ISE

1982

Certified Accountant registered with the Order of Certified Accountants

1981

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

POSITIONS HELD

Altri Group

Vice-Chair of the Board of Directors, Altri S.G.P.S., S.A.

Outside Altri Group

2016 – present

Member of the Board of Directors, A Nossa Aposta - Jogos e Apostas On-Line, S.A.

2008 – present

Member of the Board of Directors, Ramada Investimentos e Indústria, S.A. Member of the Board of Directors, Actium Capital, S.A.

2006 – present

Member of the Board of Directors, Elege Valor, Lda.

2005 – present

Member of the Board of Directors, Cofihold II, S.A.

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

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.

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.

1984 – present

Member of the Management, Santos Fernandes & Vieira Matos, Lda.

PREVIOUS EXPERIENCE

2016

Member of the Board of Directors, CELPA - Associação da Indústria Papeleira

2006

Member of the Advisory Board in Engineering and Management at IST

2013 - 2016

Chair of the Statutory Audit Board, BCSD

2005

Member of the Board of Governors of the MBA Alumni Association

2000-2001

Director, SIC

507 7. GOVERNANCE REPORT

1997

Chair of the Board of Directors, ATLANTIS - Cristais de Alcobaça, S.A. Director, Vista Alegre Group, S.A.

1995

Director, CRISAL - Cristais De Alcobaça, S.A.

1991 - 1993

Member of the Advisory Board, Assoc. Ind. Portuense

1989 - 1994

President of FEMB (Fédération Européene de Mobilier de Bureau) for Portugal

1989 - 1990

President of the General Assembly, Assoc. Industr. Águeda

1989 - 1994

Chair of the Board of Directors, CORTAL

1986 - 1989

Chief Executive Officer, CORTAL

1982 - 1984

Deputy Production Director, CORTAL

QUALIFICATIONS

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.

POSITIONS HELD

Altri Group 2014 – present Vice-Chair of the Board of Directors, Altri S.G.P.S., S.A.

Outside Altri Group

2018 – present Member of the Remuneration Board of the Serralves Foundation

2008 – present

Chair of the Board of Directors, Ramada Investimentos e Indústria, S.A.

2007 – present

Member of the Board of Directors, Caderno Azul, S.A.

509 7. GOVERNANCE REPORT

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.

PREVIOUS EXPERIENCE

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.

1997 - 2000

Member (non-executive) of the Board of Directors, Vista Alegre, S.A.

1996 - 2000

Member (non-executive) of the Board of Directors, Atlantis, S.A.

1995 - 2004

Chair of the Statutory Audit Board, Industrial Association of the District of Aveiro

1992 - 1994

Vice-chairman of the General Assembly, Águeda Industrial Association

1989 - 1994 Member of the Board of Directors, Seldex

1989 - 1995 Vice-Chair of the Board of Directors, Cortal

1989 - 1994 CEO, Cortal

1987 - 1989 Director of Marketing, Cortal

1984 - 1985 Director of Production, Cortal

1982 - 1983 Assistant Director of Production, Cortal

QUALIFICATIONS

1986 MBA, INSEAD

1982

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

OTHER POSITIONS HELD

Altri Group 2014 – present Member of the Board of Directors, Altri S.G.P.S., S.A.

Outside Altri Group

2017 – present Member of the Board of Directors, Cofihold II, S.A.

2016 – present

Member of the Board of Directors, F. Ramada II Imobiliária, S.A.

2014 – present

Member of the Board of Directors, Cofihold, S.A.

2009 – present

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.

2008 – present

Member of the Board of Directors, Promendo Investimentos, S.A.

PREVIOUS EXPERIENCE

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

QUALIFICATIONS

1987 - 1993

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

OTHER POSITIONS HELD

Altri Group 2014 – present Member of the Board of Directors, Altri S.G.P.S., S.A.

Outside Altri Group

2015 – present Member of the Board of Directors, 1 Thing Investments, S.A.

2014 – present

Member of the Board of Directors, Cofihold, S.A.

2013 – present

Member of the Board of Directors, Título Singular, S.A.

2009 – present

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.

2008 – present

Member of the Board of Directors, Valor Autêntico, S.A.

2006 – present

Member of the Board of Directors, Universal - Afir, S.A.

PREVIOUS EXPERIENCE

2008 – 2022

Member of the Board of Directors, Cofihold II, S.A.

2009

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.

2000

Director of the Department of Saws and Tools, F. Ramada, Aços e Indústrias, S.A.

1999 - 2000

Assistant Director of the Department of Saws and Tools, F. Ramada, Aços e Indústrias, S.A.

1997 - 1999

Assistant Director, GALAN, Lda.

1992

Manager, Bemel, Lda.

1986 - 2000

Management Consultant, Ferágueda, Lda.

QUALIFICATIONS

2009

Course on Business Valuation, EGE- Escola de Gestão Empresarial

2000

Executive MBA, Porto Business School / ESADE- Barcelona Business School

515 7. GOVERNANCE REPORT

1996

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

OTHER POSITIONS HELD

Altri Group

2005 – present

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.

Outside Altri Group

2008 – present Member of the Board of Directors, Livrefluxo, S.A. Member of the Board of Directors, Ramada Investimentos e Indústria, S.A.

2006 – present

Member of the Board of Directors, Elege Valor, Lda.

2005 – present

Member of the Board of Directors, Cofihold II, S.A.

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

Member of the Board of Directors, Ramada Aços, S.A.

1990 – present

Member of the Board of Directors, Cofina, S.G.P.S., S.A.

517 7. GOVERNANCE REPORT

1984 – present

Member of the Board of Directors, Santos Fernandes & Vieira Matos, Lda.

1974 – present

Member of the Board of Directors, Universal - Afir, S.A.

PREVIOUS EXPERIENCE

1997 – 2022

Member of the Board of Directors, Cofihold, S.A.

1998 - 2000

Member of the Board of Directors, Electro Cerâmica, S.A.

1978 - 1994

Member of the Board of Directors, Cortal, S.A.

QUALIFICATIONS

1974

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

OTHER POSITIONS HELD

Altri Group

N/a

Outside Altri Group

N/a

PREVIOUS EXPERIENCE

2022 - present

Vice-President, ISEG Lisbon School of Economics & Management, University of Lisbon Full Professor, Lisbon School of Economics & Management, University of Lisbon

2018 - 2022

Associate Professor with Honours, Lisbon School of Economics & Management, University of Lisbon

2014 - 2018

Associate Professor, Lisbon School of Economics & Management, University of Lisbon

2005 - 2014

Assistant Professor, Lisbon School of Economics & Management, University of Lisbon

2005

Assistant Professor, Católica Lisbon School of Business and Economics, Universidade Católica Portuguesa

1998-2001

Assistant Professor, Nova School of Business and Economics, Universidade Nova de Lisboa

QUALIFICATIONS

2005

PhD in Economics, IDEA, Universitat Autònoma de Barcelona, Spain

2001

Master's in Economics, NOVA University of Lisbon, Portugal

1998

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

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group

2021 – present

Member (non-executive) of the Board of Directors, Lectra (France)

2020 – present

Member (non-executive) of the Board of Directors, Vista Alegre Atlantis

2019 – present

Director of Executive Training, Universidade Católica Portuguesa (Portuguese Catholic University)

2016 – present

Member (non-executive) of the Board of Directors, CUF

2019 – present

Associate Professor with Aggregation, founder and academic director of the Center for Technological Innovation & Entrepreneurship, Universidade Católica Portuguesa

PREVIOUS EXPERIENCE

2016 - 2020 Member (non-executive) of the Board of Directors, CTT

2012 - 2019

Member (non-executive) of the Board of Directors, Europac

521 7. GOVERNANCE REPORT

2013 - 2015

Associate Professor of Strategy & Innovation, Universidade Católica Portuguesa

2014 - 2019

Professor of Strategy & Innovation and Academic Director of Fashion & Technology, Lectra Chair, ESCP Business School, Paris

2011 - 2012

Visiting professor, Sloan School of Management, MIT

2005 - 2013

Assistant Professor of Strategy, Catholic University of Portugal

2002 - 2005

Assistant Professor of Strategy, School of Business and Management, Queen Mary University of London

2000 - 2002

Management Consultant, AT Kearney, London

1999 - 2000

E-Business Product Manager, Lectra, New York

1996 - 1999

Research Assistant, Orange Labs, Paris

QUALIFICATIONS

2019

Advanced Financial Statement Analysis" course, Amsterdam Institute of Finance

2017

International Directors Programme, Certified IDP-C in Corporate Governance, INSEAD

2014

'Strategy of Leadership' course, Kellogg School of Management, Northwestern University

1999

PhD in Management Studies (with distinction), Ecole Polytechnique, Paris

1996

Master in Scientific Methods of Management (DEA), Dauphine University, Paris

522 7. GOVERNANCE REPORT

1994

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

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group

2022 – present

Non-executive member of the Board of Directors of the Calouste Gulbenkian Foundation

2019 – present

Member of the Business Advisory Council, INESCTEC Shareholder and member of the Board of Directors, FF New Energy Ventures, S.A.

2018 – present

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)

2017 – present

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

2013 – present

Visiting Professor, WU Vienna, Executive Master's on Energy Management Member of the Advisory Board, Official Monetary and Financial Institutions Forum

2012 – present

Shareholder, Intelligent Sensing Anywhere, S.A.

2007 – present

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

2006 – present

Honorary member, CEER

2003 – present

Founder and member of the Executive Committee of the Florence School of Regulation (joint venture between CEER, European Commission and European University Institute).

PREVIOUS EXPERIENCE

2020 - 2022

Member of the Supervisory Board, Econnext GmbH & Co. KGaA

2017 - 2020

Shareholder and member of the Board of Directors, Homing Homes

2017 - 2018

Member of the Comité de Prospective CRE (French Energy Regulatory Commission) Steering Committee

2016 - 2017

Advisor to the President of the European Commission on energy issues

2015 - 2018

Co-founder and first President, Portuguese Association for Energy Economics (APEEN - IAEE Associate)

2014

President, Commission for the Reform of Green Taxation created by the Portuguese government

2013 - 2015

Member of the Portuguese government's "Wise Men Group" on the use of European funds for the period 2014-2020

2013 - 2016

Member of the General Board, University of Coimbra

2012 - 2016

President, Portuguese Electric Vehicles Association

2012 - 2014

Member of the Board of Directors, ISA

2011

Member of the European Commission's Advisory Committee on "Energy Roadmap 2050"

2010 - 2012

Special Adviser to Commissioner Andris Piebalgs on energy issues for development policy

2010 - 2018

Alternate member of the Board of Directors, ACER (Agency for the Cooperation of Energy Regulators) appointed by the European Parliament

2007 - 2008

Member of Novenergia II (private equity fund for renewable energies in Europe)

2007 - 2010

Member of the Advisory Board, Harvard Program on Environmental Economics

2003 - 2005

Chair, European Regulators Group for Electricity and Gas (ERGEG), established by the European Commission

2000

Co-founder, Ibero-American Association of Energy Regulatory Authorities (ARIAE)

2000 - 2006

Co-founder and Vice-President, Centre for Public Law and Regulation Studies (CEDIPRE)

2000 - 2005

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

1997

Appointed by the Portuguese Government as Chair of ERSE

1996

Invited by the Portuguese Government to create the Electricity Regulator (ERSE)

1990 - 1991

Visiting Professor, University of Pavia (Italy)

1989 - 1996

Deputy Secretary General, EURELECTRIC (European Association of Electricity companies)

1985 - 1989

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

1982 - 1985

Research Assistant, Erlangen- University of Nuremberg

1982

Monitor, Faculty of Engineering, University of Porto

1980

Internship, Hoesch (Dortmund)

QUALIFICATIONS

1982 - 1985

PhD, University of Erlangen-Nürnberg

1977 - 1982

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

POSITIONS HELD

Altri Group 2021 – present

Member of the Board of Directors, Biogama, S.A.

2020 – present

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.

2022 - present

Member of the Board of Directors, Greenfiber, S.L.

Outside Altri Group N/a

PREVIOUS EXPERIENCE

2017 - 2020

Corporate Director of Strategy and Business Development for the Asia Pacific region, Dow, China

2014 - 2017

Vice-Chair of the Board of Directors, CropLife Asia

President, Agricultural Sciences and Biotechnology Division for Asia, Dow, China,

2010 - 2014

President and Global Chief Executive Officer of AgroFresh Inc., USA

2008 - 2010

Global Head of Strategy and Business Development, Specialty Chemicals Division, Dow, Switzerland

2005 - 2007

Global Managing Director, ADC Inc. (non-woven elastic materials unit), Germany

2005 - 2008

Global Head, Polymers, Health & Hygiene, Dow, USA

1996 - 2010

Member of the Board of Directors, World Monuments Fund for Portugal

1995 - 2005

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

QUALIFICATIONS

2008

Advanced Business Management Programme, INSEAD, France

2005

Advanced Business Management Programme, Indiana University, USA

2000

Business Management Programme, INSEAD, France

1995

Postgraduate Diploma in Construction Management, Instituto Superior Técnico

1993

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

POSITIONS HELD

Altri Group

2021 – present

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.

Outside Altri Group

2021 – present Advisor, Beaufort Investment Limited Advisor, IGE Investment Limited

PREVIOUS EXPERIENCE

2006 - 2021

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.

2003 - 2006

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.

2002 - 2003

Member of the Board of Directors of the Banco Português de Negócios Group

1985 - 1993 (not continuous)

Professor at the School of Economics, NOVA University Lisbon

1981 - 2002

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

1981 - 2002

Various positions with Big Bank Gdansk, Poland.

QUALIFICATIONS

1988

Advanced Management Program for Overseas Bankers, Wharton School, United States

1982 - 1985

Academic component of the Master's Degree in Economics, NOVA University Lisbon

1981 - 1982

Postgraduate Diploma in European Economy, Catholic University of Portugal

1976 - 1981

Degree in Economics, Instituto Superior de Economia

SUPERVISORY BOARD1

Pedro João Reis de Matos Silva

TITLE Chair of the Statutory Audit Board

STATUS Independent

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group

2019 – present

Member of the Representative Assembly of the Order of Statutory Auditors

1987 – present

Founding partner of Sociedade de Revisores Oficiais de Contas, M. Silva, P. Caiado, P. Ferreira & Associados, SROC Lda.

1981 – present Statutory External Auditor

PREVIOUS EXPERIENCE

2016 - 2018

Member of the Board of the Order of Statutory Auditors

2012 - 2014

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

2005 - 2010

Chair of the Statutory Audit Board of the Portuguese Institute of Statutory Auditors

1993 - 1995

Chair of the Statutory Audit Board of Banco Português do Atlântico

1987 - 1991

Economic Advisor to the Prime Minister

1975 - 1986

Technical Expert and Head of Division and Services Director, IAPMEI - [Institute of Support to Small and Medium-sized Industrial Enterprises[

1974

Auditor at the International Company, A. Andersen

1972 - 1974

Consultant, Portuguese Industrial Association

1971 - 1974

Naval Reserve Officer. Military Service in the Navy, Naval Administration

1972 - 1992

Guest Professor, Higher Institute of Economics and Management (ISEG)

1976

Monitor of the course "Accounting technique/management tools/control methods", INI

QUALIFICATIONS

1980

Fellow of the Economic Development Institute, World Bank

Course on Industrial Project Analysis, Economic Development Institute, World Bank

1976

Business Management Course, Modules: Management Control, Financial and Investment Management, Cost Analysis Methods

1974

Course in Auditing and Accounting, Centre D'Enseignement Superieur des Affaires (CESA) Versailles, France

1971

Degree in Finance, Instituto Superior de Ciências Económicas e Financeiras

1958 - 1965

Military College

Integrated Annual Report 2022

Francisco Domingos Ribeiro Nogueira Leite

TITLE Member of the Statutory Audit Board STATUS Independent COMMITTEES Remuneration Committee

OTHER POSITIONS HELD

Altri Group

N/a

Outside Altri Group

2019 – present

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.

PREVIOUS EXPERIENCE

2012 - 2019

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.

2010 - 2012

Chair of the Board of Directors, ECOSAÚDE, S.A

2003 - 2007

Executive Director, Fernave, S.A.

1994 - 1995

Chair, SIJE, S.A.

1991 - 1992

Member of the Statutory Audit Board, Euroshore, S.A.

1989 - 1992

General Secretary, Sociedade Geral de Projetos Industriais e Serviços, S.A. - IPE

2012 - 2014

Chair of the Board of Directors, BPN Crédito - Instituição Financeira de Crédito, S.A.

2012 - 2013

Chair of the Board of Directors, BPN (IFI) Cape Verde Chair of the Board of Directors, Real Vida Seguros, S.A.

1988 – present

Lawyer

QUALIFICATIONS

Degree in Law, School of Law University of Lisbon

Cristina Isabel Linhares Fernandes TITLE Member of the Statutory Audit Board STATUS Independent

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group

2022 - present

Alternate member of the Supervisory Board of BBVA, Instituição Financeira de Crédito S.A.

2017 – present

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

2016 – present

Responsible for accounting and the financial area at APAF - Engineering Services, Lda. Sole Auditor at IT-Peers Serviços de Tecnologia de Informação, S.A.

2012 – present

President of the Statutory Audit Board of the Association for Research and Historical and Archaeological Research - Alcaides de Faria

2008 – present

Statutory Auditor at the Sociedade Comercial de Plásticos Chemieuro Unipessoal Lda.

2007 – present

Statutory Auditor and individual consultant

PREVIOUS EXPERIENCE

2008 - 2010

Voting Member of the Statutory Audit Board at Celulose da Beira Industrial (Celbi), S.A

2007 - 2008

Voting Member on the Statutory Audit Board at Tertir - Terminais de Portugal, S.A

2007 - 2013

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

2007 - 2010

Voting Member on the Statutory Audit Board at Celulose do Caima, SGPS, S.A

2005 - 2006

Senior Manager of the Audit Division at Deloitte, Luanda

2002 - 2005

Manager of the Audit Division at Deloitte, Porto

1999 - 2001

Senior in the Arthur Andersen Audit Division, Porto

1996 - 1998

Assistant in the Arthur Andersen Audit Division, Porto

QUALIFICATIONS

2022

Postgraduate Degree in Web3, Blockchain and Cryptoeconomics Higher Institute of Administration and Management, Porto

2006 - 2007 Executive MBA - EGP - Porto Business School

2000

Postgraduate Diploma in Taxation - Higher Institute of Administration and Management, Porto

1991 - 1996

Degree in Economics, Faculty of Economics of the University of Coimbra

537 7. GOVERNANCE REPORT

REMUNERATION COMMITTEE1

Fernanda Luíza Z. V. Vieira de Moura

TITLE Chair of the Remuneration Committee

STATUS Independent

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group 2021 – present

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)

PREVIOUS EXPERIENCE

2012 - 2021 Corporate Human Resources Director, Elevo Group

1997 - 2012

Corporate Human Resources Director, Edifer Group

1990 - 1997

Senior Consultant, EGOR PORTUGAL

1988 - 1990

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

1987 - 1990

Clinical Psychologist, Mentor and Trainer FREELANCER

1984 - 1987

Psychologist in Public Institution of Social Welfare, Social Volunteers of Bahia (Brazil)

QUALIFICATIONS

2020

Post-Graduate Qualification in Psychological Coaching, Lisbon Faculty of Psychology

2018

Executive Coaching Certification - Coach graduate by accredited Coach Training program

2007

Global Management Training - Nova Fórum, Universidade Nova de Lisboa

1998

Postgraduate Diploma in Training Organisation and Evaluation, Lisbon Faculty of Psychology (in collaboration with the University Pierre Mendes of Grenoble)

1979-1984

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

OTHER POSITIONS HELD

Altri Group N/a

Outside Altri Group

2019 – present

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.

PREVIOUS EXPERIENCE

2012 - 2019

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.

2010 - 2012

Chair of the Board of Directors, ECOSAÚDE, S.A

2003 - 2007

Executive Director, Fernave, S.A.

1994 - 1995

Chair, SIJE, S.A.

1991 - 1992

Member of the Statutory Audit Board, Euroshore, S.A.

1989 - 1992

General Secretary, Sociedade Geral de Projetos Industriais e Serviços, S.A. - IPE

2012 - 2014

Chair of the Board of Directors, BPN Crédito - Instituição Financeira de Crédito, S.A.

2012 - 2013

Chair of the Board of Directors, BPN (IFI) Cape Verde Chair of the Board of Directors, Real Vida Seguros, S.A.

1988 – present

Lawyer

QUALIFICATIONS

Degree in Law, School of Law University of Lisbon

Appendix II Remuneration Report

1. Introduction

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.

2. Principles of the Company's Remuneration Policy

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:

a. Market criteria

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.

b. Alignment of management interests with the Company's strategic objectives

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.

c. Sustainability Commitment

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.

d. Conditions of employment and employee remuneration

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.

3. Remuneration Components of Members of Governing Bodies

3.1 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 Shareholders' General Meeting attended by the relevant member of the Board.

3.2 Board of Directors

3.2.1 Non-Executive Directors

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.

3.2.2 Executive Directors

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 right to participate in a pension fund, to which Greenvolt makes a contribution per participant which varies according to the group's results and the seniority of the employee;
  • 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;
  • Use of vehicle, under the terms of the practices adopted by Greenvolt for service vehicles, which will include the assignment of a driver and payment of costs and expenses related to the vehicle and its use.

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.

3.2.3. Statutory Audit Board

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.

3.2.4 Statutory External Auditor

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.

4.Setting the remuneration of members of management and audit 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 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.

5. Disclosure of Remuneration of the Corporate Bodies for the year 2022

5.1 Shareholders' General Meeting

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.

5.2 Board of Directors

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.

5.3 Statutory Audit Board

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€

5.4 Statutory External Auditor

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.

6. Annual variation in remuneration, company performance and average remuneration of employees

7. Departure from procedures and derogation from the Corporate Bodies' Remuneration Policy during 2022

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

8.1 Proposal for the appropriation of Results

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:

  • Legal Reserve: 176,264.91 Euros (one hundred and seventy-six thousand, two hundred and sixty-four euros and ninety-one cents);
  • Retained Earnings: 3,349,033.28 Euros (three million, three hundred and forty-nine thousand, thirty-three euros and twenty-eight cents).

8.2

Statement Pursuant to Article.º 29-G, 1. C) of the Securities Code

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

Board of Directors

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

8.3

Article 447 of the Commercial Companies Code

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

Paulo Jorge dos Santos Fernandes (attributable through ACTIUM CAPITAL, S.A.)

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

João Manuel Matos Borges de Oliveira (imputation through CADERNO AZUL, S.A.)

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.)

Pedro Miguel Matos Borges de Oliveira (attributable through 1 THING, INVESTMENTS, 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.

8.4

Qualifying holdings

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.

Qualifying shareholdings in the Company's share capital:

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

8.5

Statutory Audit Report

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.

-

-

-

-

-

-

8.6

Relatório e Parecer do Conselho Fiscal

-

8.7

Sustainability Annexes

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".

205-1 Operations assessed for risks related to corruption - 16

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".

301-1 Materials used by weight or volume - 12

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;
  • See subchapter "4.3.1 - Commitments to the Planet"- Section " 4.3.1.4. Water Resources"

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

Accident Rates | Direct Employees

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

Accident Rates | Subcontractors

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".

415-1 Political contributions - -

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.

8.7.2. Correspondence table with requirements of Decree Law no. 89/2017

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
----------------------- --

GENDER EQUALITY AND NON-DISCRIMINATION

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 "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

8.7.3. Taxonomy Alignment

Part I - Taxonomy Alignment - KPIs under Article 8 of the EU Taxonomy

This Annex includes information on Greenvolt's compliance with the requirements of the taxonomy:

  • a. The substantial contribution to meeting climate objectives;
  • b. Confirmation that eligible activities do not significantly harm (NPS) the other climate objectives;
  • c. Compliance with Minimum Social Safeguards;
  • d. Turnover, CapEx and OpEx associated with eligible activities, aligned activities and ineligible activities.
Goals - Substantial contribution (5) NPS (20
Turnover Contra Fil B
150

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
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.

Part II - Greenvolt's process for verifying the Minimum Social Safeguards ("MSS") requirements

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:

  • a. Human rights, including workers' and customers' rights
  • b. Corruption / Bribery, Soliciting Bribes and Extortion
  • c. Taxation
  • d. Fair competition

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/.

MSS compliance in terms of human rights, including workers' and customers' rights

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:

  • a. Carrying out a corporate risk assessment exercise, which is performed in accordance with the principles set out in the integrated risk management policy. This aims to adequately identify, analyse, assess, treat, monitor and communicate potential risks or risks involved in Greenvolt's business which constitute threats that may affect the achievement of strategic and business objectives;
  • b. As a result of the risks identified, an analysis of possible response strategies is carried out to determine the most appropriate treatment to manage the risk, which is subject to regular monitoring and review to ensure it remains up to date;
  • c. Greenvolt has a whistleblowing channel available, which covers all issues addressed in the Code of Ethics and Conduct, particularly with regard to human rights matters.

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.

Compliance with the MSS on Corruption / Bribery, Soliciting Bribes and Extortion

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:

  • a. Development of a third-party integrity due diligence process, using a support platform that assesses factors and events from the Compliance, Environmental, Social, and Governance (ESG) and Financial perspectives; it is currently improving a series of processes for verifying the integrity of third parties in all these dimensions;
  • b. Definition of the Related-Party Transactions Policy, which aims to ensure transparency and fairness in transactions with related parties;
  • c. Involvement of the Ethics and Sustainability Committee, to guarantee compliance with the Code of Ethics and Conduct, and other related policies;
  • d. Processes for receiving and investigating complaints of an ethical nature;

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.

Compliance with the MSS on taxation

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.

Compliance with the MSS in Fair Competition

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.

8.7.4. Green Bonds Reports

SBM 2019-2029 Green Bond

2022 ALLOCATION AND IMPACT REPORT

Introduction

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.

Project description

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.

Summary of the SBM Green Bond Framework:

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)

Green Bond Allocation Report

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
    1. Categories of eligible projects
    1. Total Green Bond amount
    1. Project to which proceeds were allocated
    1. Amount allocated to the project
    1. Weight of Green Bond proceeds in the total value of the project
    1. Percentage of use of Green Bond proceeds

Green Bond Impact Report (data from January to December 2022)

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
------- ------------ --------- -------- ---------
    1. Identification of projects falling under the eligible categories: 1. Renewable and Clean Energy and 2. Integrated Pollution Prevention and Control
    1. Total Green Bond amount
    1. Weight of the project in total Green Bond proceeds
    1. Eligible value
    1. Installed renewable energy capacity
    1. Renewable energy generation by project in the reference period, between January and December 2022
    1. 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 European Environment Agency: https:// www.eea.europa.eu/data-and-maps/daviz/co2-emission-intensity-12/#tab-chart_3
    1. Biomass used by the Biomass Power Plant

-

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

Appendix

Appendix 1: Allocation Reporting by Eligibility Criteria

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%

Appendix 2: Reported Impact by Eligibility Criteria

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.
* The more one the one the press capable one one the west one one one one tom the news women women women word
e sonomian fance Com

IN SUSTAINALYTICS

Disclaimer

Copyright @2023 Sustainalytics. All rights reserved.

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.

INDEPENDENT LIMITED ASSURANCE REPORT

(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.

Introduction

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").

Responsibilities

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.

Scope

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:

  • I) interviewing SBM's employees involved in the preparation of the SBM Green Bonds Report so to understand the projects financed or refinanced, the management internal procedures and systems in place, as well as the associated control environment;
  • il) analyzing the procedures used for obtaining the information and data presented on the SBM Green Bonds Report;

Page 2 of 2

  • lil) validating that the information disclosed is in accordance with the reporting requirements established on the SBM Framework; and
  • lv) verifying, on a sampling basis and substantive testing, the information related with indicators included on the SBM Green Bonds Report, as well as verifying that they were appropriately compled from the data provided by the SBM's information sources.

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.

Independence and quality control

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.

Conclusion

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.

Restriction of use

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 2021-2028 Green Bond

2022 ALLOCATION AND IMPACT REPORT

Introduction

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.

Project description

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.

Green Bond Framework:

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).

Green Bond Allocation Report

(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
  1. Categories of eligible projects

    1. Total Green Bond amount
    1. Project to which proceeds were allocated
    1. Project assigned amount
    1. Green Bond amount allocated to the project
    1. Percentage of use of Green Bond proceeds

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
  1. Identification of projects falling under the eligible categories: 1. Renewable and Clean Energy and 2. Energy Efficiency 3. Integrated Pollution Prevention and Control

    1. Total Green Bond amount
    1. Green Bond amount allocated to the project
    1. Elegible value
    1. Injected renewable energy capacity
  2. Renewable energy injected by project in the reference period, between January and December 2022

  3. 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

  4. Biomass consumed by Tilbury Green Power, in the reference period, between January and December 2022

L

NO SUSTAINALYTICS

Greenvolt - Energias Renováveis S.A.

Type of Engagement: Annual Review Date: February 22, 2023 Engagement Team: Pauline Horng, [email protected] Taotao Yue, [email protected]

Introduction

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

Evaluation Criteria

Sustainalytics evaluated the projects and assets funded with proceeds from the Green Bond based on whether they:

  1. Met the use of proceeds and eligibility criteria outlined in the Greenvolt Green Bond Framework; and Reported on at least one key performance indicator (KPI) for each use of proceeds category outlined 2 in the Greenvolt Green Bond Framework.
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

&quot;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

Annual Review

Greenvolt - Energias Renováveis S.A.

SUSTANALYTICS

Issuer's Responsibility

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.

Independence and Quality Control

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.

Conclusion

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.

Detailed Findings

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.

Annual Review

Greenvolt - Energias Renováveis S.A.

SUSTAINALYTICS

Appendices

Appendix 1: Allocation Reporting by Eligibility Criteria

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%

Appendix 2: Reported Impact by Eligibility Criteria

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

- https://www.gov.uk/gavernment/publications/greenhouse gas-reporting conversion factors-2022

@ 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

Disclaimer

Copyright @2023 Sustainalytics. All rights reserved.

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

About Sustainalytics, a Morningstar Company

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]

INDEPENDENT LIMITED ASSURANCE REPORT

(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.

Introduction

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").

Responsibilities

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.

Scope

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:

  • il interviewing Greenvolt's employees involved in the Greenvolt Green Bonds Report so to understand the projects financed or refinanced, the management internal procedures and systems in place, as well as the associated control environment;
  • Il) analyzing the procedures used for obtaining the information and data presented on the Greenvolt Green Bonds Report;

Page 2 of 2

  • lil) validating that the information disclosed is in accordance with the reporting requirements established on the Greenvolt Framework; and
  • lv) verifying, on a sampling basis and substantive testing, the information related with indicators included on the Greenvolt Green Bonds Report, as well as verifying that they were appropriately compiled from the data provided by Greenvolt's information sources.

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.

Independence and quality control

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.

Conclusion

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.

Restriction of use

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

8.7.5. External Verification Letter

INDEPENDENT LIMITED ASSURANCE REPORT

(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.

Introduction

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").

Responsibilities

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.

Scope

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:

  • Interview of Greenvolt's employees responsible for the preparation of the information included in the 2022 Integrated Annual Report, so as to know and understand the principles, systems and procedures for management, collection and consolidation of the information included in the 2022 Integrated Annual Report, as well as the associated control mechanisms;
  • Review of compliance of the content of general disclosures and indicators, identified in the 2022 lntegrated Annual Report with the GRI Standards, whenever applicable;
  • Analysis of the consistency of the methodology used to collect and consolidate the information included in the 2022 Integrated Annual Report;

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  • Verification, on a sampling basis and substantive tests, of arithmetic accuracy and other associated evidence, of the qualitative and quantitative indicators in the 2022 Integrated Annual Report, as well as verification of their proper compliance form the data made available by Greenvolt's Information source; and
  • Execution of substantive analytical procedures, on a sampling basis, of the indicators included in the 2022 Integrated Annual Report, in addition to inquiries carried out with Greenvolt's employees involved in their preparation.

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.

Independence and quality control

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.

Conclusion

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

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8.7.6. Methodological Notes

Scope

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).

Proportion of spending on local suppliers (204-1)

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 Group Carbon Footprint | Accounting Methodology (305 - Emissions)

Methodological framework

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.

Consolidation approach

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.

Boundaries

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.

Greenhouse gases

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 .

Updating

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.

Base year

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.

Base year recalculation policy

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.

Scope 1 emissions

All non-biogenic emissions from sources that constitute assets financially owned by Greenvolt (direct emissions) are accounted for. This includes:

Fixed combustion:

  • Consumption of biomass for electricity generation (non-biogenic emissions)2 :
    • Residual forest biomass
    • Biological sludges from effluent treatment
    • Screening of residues
    • Construction and demolition waste
  • Fossil fuel consumption in biomass power plants:

    • Start-ups
      • Natural gas
      • Fuel oil
      • Diesel
    • Emergency generators
      • Diesel
  • Firefighting system

    • Diesel
  • Mobile combustion:
    • Consumption of fossil fuels in own fleet:
      • Fleet allocated to biomass power plants
        • Petrol
        • Road diesel
      • Fleet affects back office activities
        • Petrol
        • Road diesel

Fugitive emissions:

• 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.

Scope 2 emissions

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:

  • Consumption of electricity acquired from the grid for own consumption at biomass power plants that are not self-sufficient, namely in shutdown situations.
  • Electricity consumption at offices and other facilities (e.g. warehouses) used by Greenvolt, whenever electricity is purchased directly from an energy supplier and the company pays the corresponding invoice.
  • Electricity consumption by electric vehicles in their own fleet (plug-in hybrid vehicles and 100% electric vehicles)3 .

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.

Scope 3 emissions

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.

Biogenic emissions from biomass combustion

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

Social indicators cover all companies of the Greenvolt Group, with the total number of employees in reference to 31 December 2022.

New employee hires and employee turnover (401-1)

The following formulas were used to calculate this indicator:

  • Turnover rate = number of departures / total number of employees;
  • New hire rate = number of new hirings / total number of employees.

Average number of hours of training per employee (404-1)

The following formulas were used to calculate this indicator:

  • Average number of training hours by gender/year = number of training hours by gender/ total number of employees by gender
  • Average number of training hours by professional category/year= number of hours by professional category/ total number of employees in each category

Loss Ratio (403-9)

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;

  • 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.

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.

8.8

Glossary of Terms

  • Total revenues = Sales + Services rendered + Other income
  • Transaction costs = Non-recurring transaction costs, essentially related to business combinations
  • EBITDA = Earnings before interest, taxes and CESE (Energy sector extraordinary contribution), depreciation and amortisation
  • Adjusted EBITDA = EBITDA excluding transaction costs
  • Adjusted EBITDA margin = Adjusted EBITDA / Total revenues
  • EBIT excluding non-recurring items (adjusted EBIT) = EBIT excluding transaction costs and reversals of non-recurring impairments
  • EBIT margin excluding non-recurring items = EBIT excluding non-recurring items / Total revenues
  • EBIT = Earnings before interest, taxes and CESE
  • EBIT margin = EBIT / Total revenues
  • Adjusted Net Profit = Net profit excluding (i) transaction costs and corresponding tax impact and (ii) reversals of non-recurring impairments
  • Net Financial Debt = Bank loans (nominal values) + Bonds (nominal values) + Other loans (nominal values) – Cash and cash equivalents
  • COD = Commercial Operations Date
  • PPA = Power Purchase Agreement
  • RtB = Ready to Build
  • TGP = Tilbury power plant in UK

greenvolt.pt

Greenvolt – Energias Renováveis, S.A

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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