Clevon AS

Annual Report • Jan 30, 2025

Consolidated unaudited interim report for the IV quarter and 12 months of 2024

Business name:	Liven AS
Core business:	Development of building projects (EMTAK 41101)
Registry number:	12619609
Address:	Telliskivi tn 60/5, Tallinn
Telephone:	+372 5336 5551
E-mail:	info@liven.ee
Website:	Liven.ee
Supervisory board:	Andres Aavik, Peeter Mänd, Krista Tamme
Management board:	Andero Laur, Mihkel Simson, Alina Kester
Auditor:	KPMG Baltics OÜ

Contents

About Liven	4
Overview of the fourth quarter and 12 months of 2024	5
Overview of the projects	10
Overview of business risks	14
Outlook for the future	14
Management Board's Confirmation	15
Consolidated statement of financial position	17
Consolidated statement of comprehensive income	18
Consolidated statement of cash flows	19
Consolidated statement of changes in equity	20
Notes to the consolidated financial statements	21

About Liven

Liven AS (together with its subsidiaries the group or Liven) is a residential real estate developer established in 2014 and operating mainly in Tallinn. Liven has created more than 800 homes and has over 1 400 homes in various stages of development.

Liven's focus is on creating homes, and the company's strength and differentiation lies in the homes it designs with homeowners, its thoughtful concept and planning, and the furnishing alternatives it offers.

Liven's development portfolio includes 11 projects, with land for over 1,400 new homes. Homes are currently for sale in six developments – Magdaleena, Uus-Meremaa, Luuslangi, Iseära, Regati and Wohngarten in Berlin. In 2023, Liven expanded into the German market by acquiring its first development property. In addition, five further development projects are planned in Tallinn.

The group includes the parent company, a German holding company and companies set up to carry out projects. All companies in the group are 100% owned, directly or through indirect shareholdings, by Liven AS.

Since 24 May 2024, the green bonds of Liven AS (the parent company; ISIN: EE3300004332) are being publicly traded on the Baltic Bond List of Nasdaq Tallinn Stock Exchange.

The key indicators for assessing the performance of Liven's activities are the number of contracts under the law of obligation signed before the buildings are completed (also the number of paid reservations before contracts are signed), the number of real right contracts signed after the buildings are completed, the sales revenue and the net profit. During the customer journey, Liven measures customer feedback. The estimated size of the development portfolio in terms of forecast sales volume (m2) and revenue reflects future potential. Equity ratio and equity ratio adjusted with construction loans. The target return on equity and internal rate of return on equity is 20%.

Supervisory board: Andres Aavik (chairman), Peeter Mänd, Krista Tamme Management board: Andero Laur (chairman), Mihkel Simson, Alina Kester

Overview of the fourth quarter and 12 months of 2024

Although there were no huge positive development leaps in the operating environment, there were still signs of renewed optimism in the residential property market. During the fourth quarter, we signed 34 contracts under the law of obligation (sales contract; 2024 Q3: 32; 2023 Q4: 29) and in total during 12 months, we signed 129 sales contracts (2023: 69). Most of the new sales during the quarter came from the Uus Meremaa ready for sale homes and from signing new sale contracts for the Iseära phase II terraced houses and apartments under construction. The number of new sales contracts signed during the year is Liven's highest annual performance to date.

Liven's market share of new sales in Tallinn and the surrounding area is estimated to have been around 10% in 2024, up from the 6-7% estimate of the previous two years, and highest result in the market. During the year we signed new sales contracts in the sales revenue volume of EUR 42 million.

The weekly sales ratio, which represents the number of homes going out of supply under sales contract or paid reservations, improved to a higher level in the third quarter compared to previous quarters and remained higher during the fourth quarter. Over the period average was 1.7% and even exceeded 2.0% in October. The long-term average is considered to be 1.5-2.0%.

Sales contracts or paid reservations signed per week / homes for sale (4-week rolling average)

The customer satisfaction score for the last 12 months, collected at different stages of the customer journey, increased to 9.2 out of 10 by the end of the year (Q3 2024: 8.4; Q4 2023: 8.0). The improvement in the score reflects our focused efforts on increasing the number responses and the feedback results throughout the year.

During the fourth quarter, we handed over a total of 24 new homes in developments completed under the real right contract (2024 Q3: 27; 2023 Q4: 74). Of these, 14 homes in phase II of the Uus-Meremaa development, 3 in phase II of the Iseära development, 6 in phase I of the Luuslangi development and 1 home from the Magdaleena development. In the same order, the projects also had an impact on the financial results of the fourth quarter. Revenue for the quarter was EUR 8,164 thousand (2024 Q3: EUR 7,057 thousand; 2023 Q4: EUR 16,713 thousand) and net profit for the period was EUR -78 thousand (2024 Q3: EUR +342 thousand; 2023 Q4: EUR +2,245 thousand). The fourth quarter results were negatively impacted by a combination of factors, including a reduction in the budgeted profitability of previously completed projects, increased forward-looking costs (including marketing expenses and expenses related to Berlin operations), a lower share of capitalizable

costs and general cost inflation. The result also includes a gain of EUR 286 thousand on the change in fair value of the commercial property in Türi Street.

Throughout the year, we delivered 92 new homes (2023: 148) out of possible 110, generated sales revenue of EUR 27,266 thousand (2023: EUR 35,765 thousand) and a net profit of EUR 558 thousand (2023: EUR 775 thousand).

Assets increased by EUR 5,193 thousand during the quarter (by EUR 9,739 thousand during the year) to EUR 78,298 thousand at the end of the period. The main contribution to the increase in the balance was from construction related increase in inventories of the Iseära and Regati projects and receivables from buyers arising from the sales of the Uus-Meremaa homes close to the year-end, which were received shortly after beginning of the new year.

During the quarter, we received new bank loans of EUR 4,110 thousand to finance the construction of projects. Together with home deliveries, we repaid EUR 1,302 thousand of earlier construction loans. Total borrowings with other loans increased by EUR 2,877 thousand to EUR 47,252 thousand during the quarter. Despite the increase in the balance of construction loans, short-term loan commitments decreased by EUR 3,332 thousand to EUR 6,405 thousand, mainly due to a significant decrease in the loan balance of the Uus-Meremaa project and the refinancing of the loan agreements for the Iseära development. The borrowings increased by EUR 8,822 thousand during the year with the main contribution from the issue of the green bonds (EUR 6,200 thousand).

The balance of cash and cash equivalents increased by EUR 1,110 during the quarter to EUR 5,916, mainly due to sales in the fourth quarter. The balance increased by EUR 2,184 thousand during the year.

Key events

In development projects: At the beginning of 2024, the detailed spatial plan for Kadaka tee 88 was adopted, and the construction of the Iseära phase II apartment buildings began in the summer, the last five terraced houses. In the spring, we signed an agreement for long-term financing of commercial space in the Väike-Tallinn project, and in the autumn we started pre-sales of the Jalami 6 apartment building in Luuslangi phase II. In the second half of the year, design specifications were issued for the design of a 30-apartment apartment building at Virmalise 3, and the Kalda 5 property in Nõmme was acquired with the existing detailed spatial plan and building permit, and an architectural competition was held during the year. In the last quarter of 2024, we refinanced loan agreements related to the Iseära development with an outstanding balance of EUR 4,873 thousand and financed infrastructure construction. The new loan amount was EUR 5,700 thousand maturing in the fourth quarter of 2027. For a more detailed overview of events and developments in the development projects, see the "Overview of projects" section.

According to the Kantar EMOR survey, published in the fourth quarter, Liven was this time in first place in the reputation ranking of real estate developers, ahead of the competitors in terms of reputation index, attitude and attractiveness of developments.

In addition, during the year we increased share capital in connection with the employee share option program, paid EUR 635 thousand in dividends, and issued public green bonds in the amount of EUR 6 200 thousand. There have been no significant events since the reporting date that would not have been reflected in the financial statements for the fourth quarter.

Unaudited interim report for IV quarter and 12 months of 2024 6

Key figures

(in thousands of euros)		Q4, October - December	12 months, January - December
	2024	2023	2022	2024	2023	2022
Contracts under the law of obligations (number)	34	29	25	129	69	106
Real right contracts (number)	24	74	93	92	148	186
Customer feedback score 12M (10-point scale)	9,2	8,0	8,9
Revenue	8 164	16 713	18 005	27 266	35 765	32 618
Earnings before interest, tax, depreciation and amortisation (EBITDA)	1 049	2 896	4 498	6 701	3 788	7 618
EBITDA margin, %	12,9%	17,3%	25,0%	24,6%	10,6%	23,4%
Operating profit/loss	91	2 222	1 508	1 287	867	3 324
Operating profit/loss margin, %	1,1%	13,3%	8,4%	4,7%	2,4%	10,2%
Net profit/loss	-78	2 245	1 509	558	775	3 324
Net margin, %e	-1,0%	13,4%	8,4%	2,0%	2,2%	10,2%
Weighted average number of shares (in thousands)	12 000	11 831	11 515	11 899	11 753	11 515
Earnings per share (in euros)e	-0,007	0,190	0,131	0,047	0,066	0,289
Return on equity (ROE), %*	3,1%	4,6%	22,4%
Return on capital employed (ROCE), %*	13,6%	8,6%	22,3%
Return on assets (ROA), %*	1,8%	1,3%	5,8%
	31.12.2024	31.12.2023	31.12.2022
Equity ratio, %	23,3%	26,4%	27,4%
Adjusted equity ratio (without construction loans), %	27,9%	32,0%	32,6%
Assets at the end of period	78 298	68 559	60 279
Equity at the end of period	18 237	18 122	16 526
Current ratio	4,25	2,36	3,87
Quick ratio	0,43	0,19	0,37
Average number of employees	35	28	31	31	27	24

^e share of business owners; * last 12 months

Calculation formulas for alternative performance measures

Earnings before interest, tax, depreciation and amortisation (EBITDA) = operating profit + interest paid + interest expense capitalised in inventories + depreciation, amortisation and impairment losses

EBITDA margin: EBITDA / revenue

Operating margin: operating profit / revenue

Net margin: net profit / revenue

Return on assets (ROA): operating profit / average total assets (average for the period) Return on equity (ROE): net profit / average equity (average for the period)

Return on capital employed (ROCE): (EBITDA – depreciation, amortisation and impairment losses) / (total assets – current liabilities (average for the period)) Equity ratio: equity / total assets Adjusted equity ratio: total equity / (total assets less construction loans) Current ratio: current assets / current liabilities Quick ratio: (current assets – inventories) / current liabilities

Significant developments in the economic environment in the period under review

Throughout 2024, the 6-month Euribor (Euribor) decreased, with the Euribor at 3.86% at the beginning of 2024 and reaching 2.586% by the end of 2024 (30.09.2024: 3.11%)

As inflation in the euro area has been slowing as expected, the Governing Council of the European Central Bank decided to cut key interest rates by 25 basis points in December, as it did on three previous occasions in 2024. This decision was in line with previous forecasts by economic analysts.

In Estonia, the annual rate of increase in consumer prices was 3.9% in the fourth quarter of 2024 (third quarter of 2024: 3.0%). In total, the consumer price index rose by 3.5% in 2024 compared with the average for 2023. Changes in the prices of food and non-alcoholic beverages had the largest impact on the index.

According to the latest data from Statistics Estonia, the estimated annual increase in average gross wages in the fourth quarter (8.3%) exceeded the increase in prices. Despite this, consumer confidence, which had remained low for a long time, remained weak in the latest quarter. Consumers are more likely to view the purchase of durable goods as a bargain in the next 12 months than they do now, leading to a general sentiment to continue to be on hold and to delay purchasing decisions. Based on the recent data from the Institute of Economic Research, the consumer confidence indicator is at its lowest level of the year in the fourth quarter (Q4 2024 average: -36; 9-month 2024 average: -31; 2023 average: -30).

Consumer confidence indicator and major purchases

Despite the above, there were signs of activation of home buyers in the market. For example, according to the Land Statistical Office's transaction statistics, the number of transactions of apartments (residental) in Tallinn increased by 14.8% compared to the previous quarter (Q4 2024: 2,466 transactions; Q3 2024: 2,149 transactions). Activity has increased in the last two quarters of 2024. Overall, the number of transactions for the purchase and sale of apartments in Tallinn has decreased by 3% (2024: 8,274 transactions; 2023: 8,537 transactions). However, activity has increased mainly in the aftermarket and sales of new developments have remained rather subdued.

Consumer confidence indicator Purchases of durable goods- Currently Purchases of durable goods - in the next 12 months

New developments market

Compared to the third quarter of 2024, the offer prices of new developments remained stable in the fourth quarter of 2024, showing an increase only of 0.2%. On an annual basis, offer prices have increased by 3.9% on average compared to 2023. Based on the data collected from the market, the number of transactions increased by 52% compared to the previous quarter (Q4 2024: 559 transactions; Q3 2024: 368 transactions), which is also

Source: Estonian Institute of Economic Research

33% higher than the sales performance in Q4 2023 (421 transactions). On an annual basis, the number of sales of new developments in 2024 increased by 34.7% compared to 2023.

Due to the completion of construction of several development projects in spring and summer 2024 and the modest sales volume, the stock of unsold ready-to-move-in apartments remained relatively high in the end of quarter, reaching 1,011 apartments (Q3 2024: 931; Q4 2023: 889). Consequently, options for homebuyers and market competition remain high.

Overview of the projects

Projects: units still to be sold under the real right contract as at 31.12.2024

					Estimated construction period Breakdown of sellable units (year, quarters)
		Year of	Total	Commercial Homes				2024			2025			2026			2027				2028					2029			Sales revenue
Project	Project status	acquisition	sellable area (m2 )	(number)	spaces (m2 )		1 2		3 4 1		2 3 4				1 2 3 4			1 2 3		4		1 2 3			4 1 2		3 4		estimate (m EUR)
Väike-Tallinn	Completed	2019	493	0	493																								1.4
Uus-Meremaa Completed		2017	402	2	199																								1.1
Magdaleena	Completed	2018	195	2	0																								0.8
Iseära	Completed, under construction	2019	29,718	309	675																								77.7
Luuslangi	Completed, under construction*	2018	9,727	153	200																								29.1
Regati	Under construction	2021	20,669	220	1,670																								93.2
Wohngarten	Building design	2023	1,118	25	0																								10.0
Kalda 5	Building design	2024	6,761	72	0																								20.1
Virmalise 3	Building design	2022	2,110	28	0																								9.4
	Kadaka tee 88 Detailed spatial plan	2017	25,831	396	2,000																								72.3
Juhkentali 48	Detailed spatial plan	2020	7,986	63	4,033																								23.8
Peakorter	Detailed spatial plan	2020	8,872	137	444																								32.3
Total			113,882	1,407	9,714																								371.2

The total estimated saleable area, the breakdown of units sold, the construction period, and the sales revenue estimate shown in the table are based on Liven's best knowledge at the time and are subject to change, especially in projects or project phases where the planning procedure has not yet been completed or construction has not yet started.

* Construction of the buildings in phase I of the Luuslangi project has been completed, but construction has not yet started on phases II and III, here classified as 'Completed, under construction'.

The total space available for sale in the development portfolio at the end of the fourth quarter of 2024 amounted to 113,882 m² (30.09.2024: 115,882 m²; 31.12.2023: 115,433 m²), and the revenue from sales according to business plans amounted to EUR 371.2 million (30.09.2024: EUR 377.5 million; 31.12.2023: EUR 375.5). The portfolio volume decreased during the quarter mainly due to the sale and delivery of previously completed homes in the Uus Meremaa, Iseära, Luuslangi and Magdaleena projects.

Väike-Tallinn

Throughout the quarter, routine warranty work proceeded in the project on Türi street, Tallinn, which was completed at the end of 2021 and the start of 2022. As of the report date, a 493 m² commercial premise on the ground floor remains unsold, and has been rented out to operator for accommodation use since June 2023.

Uus-Meremaa

Three residential buildings were completed in the Mustjõe area, near Stroomi Beach, by the end of 2022 (all the homes are sold) and two more building by the end of 2023. The general contractor for all five buildings was Oma Ehitaja AS, and the construction was financed by Coop Pank AS.

During the fourth quarter warranty work continued, 13 new sales contracts were signed and 14 homes were handed over in the last two residential buildings or the development. At the date of publishing of the report, a total of 2 apartments and 1 commercial unit remain to be sold in the buildings at Lahepea street 17 and Lahepea street 19.

At the Tallinn Entrepreneurship Day in October, the Uus-Meremaa project was nominated in the Best Development Project category, being the only residential property development among the three nominees.

Magdaleena

In the summer 2023, two new apartment buildings with 20 homes at Asula põik 4 were completed (all the homes are sold), and at the end of 2023, an apartment building with a reconstructed wooden façade and 10 homes was completed at Magdaleena 4 and during the second quarter of 2024, Nostra OÜ completed the construction of a reconstructed limestone private house financed by Bigbank AS.

One new sales contract was signed during the fourth quarter of 2024, and as of the publishing date of the report a total of 2 more homes remain for sale in the development (including the private house).

Luuslangi

The Luuslangi project in the Haabersti district will feature a total of 13 apartment buildings with 224 homes, developed in three phases. The construction of the apartment buildings of phase I was completed by the end of 2023 (Mitt & Perlebach OÜ as general contractor, financed by Bigbank AS).

A total of 6 new sales contracts were signed during Q4, and a total of 9 homes remain unsold in completed residential buildings as of this date.

In autumn, public pre-sales of the first houses of phase II and registration of interest started. At the time of reporting, there were 5 paid reservations made of the 39 homes in the first two buildings. Construction of phase II is scheduled to start in 2025.

Iseära

The Iseära development in Harkujärve village in Harku rural municipality will feature a total of 39 terraced houses and 13 apartment buildings, totalling more than 384 homes, 4 commercial spaces, and a day nursery. phase I, 48 homes, was completed in 2023. Phase II is currently underway, with a total of 10 terraced houses with 59 homes and three small apartment buildings with 12 apartments.

The first 5 terraced houses of phase II were completed in spring 2024 and 3 homes were handed over in the fourth quarter (main contractor: Tesron Ehitus OÜ). Since the date of the report, one new sales contract was signed and at the date of publication of the report, 2 homes remain unsold.

In II quarter, the construction of three apartment buildings (a total of 36 homes) started in Iseära phase II and is scheduled to be completed in the second quarter of 2025 (general contractor: Oma Ehitaja AS). By the end of the quarter, 20 sales contracts had been signed (30.09.2024: 18) with 1 more contract added in January. As of the reporting date, 14 homes and 1 commercial property are still to be sold.

During the third quarter, we started the construction of the last 5 terraced houses and 29 homes of phase II, which is scheduled to be completed in the third quarter of 2025 (Tesron Ehitus OÜ). During the quarter, 3 new sales contracts were signed (Q3 2024: 4) and 1 more contract were added in January. As of the reporting date, 13 homes remain to be sold.

The acquisition of the land and the phase I and II construction has been financed by Bigbank AS.

Regati

In Pirita, near the Tallinn Olympic Sailing Center (Pirita TOP) at Regati puiestee 3 and 5, 220 homes will be constructed in two phases. The construction on the buildings of phase I continued during the quarter (general contractor: Mitt & Perlebach OÜ, financier: LHV Pank). The completion of the construction of phase I is planned in Q3 2025. During the quarter, we signed 6 sales contracts. As of the date of publishing of the report, a total of 51 sales contracts have been signed, representing 49.0% of the planned m² of phase I residential space.

Wohngarden

In the summer of 2023, we acquired a plot of land at Hüttenroder Weg 11 in Neukölln, Berlin, where we plan to build a 6-storey residential building with approximately 25 apartments to replace the existing building. A call for tenders was launched last quarter and we continued activities regarding that on this quarter. We also started pre-sales of the project. Construction is scheduled to start in the first half of 2025.

Kalda 5

Last quarter we acquired a property in Tallinn, Nõmme district, at Kalda 5 / Käokõrva 1-12. According to the existing detailed plan and the issued building permit, it is possible to build 12 three-storey residential buildings with a total of 72 apartments and a saleable area of approximately 6 600 m2.

In the third quarter, we launched an architectural competition for the project, the evaluation of the works and the selection of the winner took place this quarter. The winning design, by LUMIA's architects, is well suited

to families with young children and the cozy ambience of a garden city. During the quarter, we also worked on the creation of the design specification and the preparation of the application for the building permit.

Virmalise 3

Virmalise 3 is located in the Uus Maailm district of Tallinn. The property is occupied by a commercial building that was leased until August 2024 and is planned to be demolished. On 30 October, planning permissions were issued for the planning of a 30-apartment residential building. During the quarter, we continued to refine the concept and started preparing the application for a building permit. Construction is scheduled to start in the third quarter of 2025.

Kadaka tee 88

A total of 17 buildings with 396 apartments, ranging from two to four floors, will be completed in phases.

During the quarter, were worked on improving the concept and held an architectural competition.The results of which were announced after the balance sheet date - Pluss Arhitektid won with their work ÄngelHeinaMaa.

Juhkentali 48

A mixed purpose building with 63 apartments and 4,033 m² of commercial space will be built at Juhkentali 48.

The detailed plan has been adopted by the Tallinn City Council, and the proposals made during the public display held during the last quarter remain valid and the plan has been forwarded to the Ministry of Regional Affairs and Agriculture for further processing. In the coming quarters, the detailed plan will be supplemented, the project concept refined and the competition conditions and outline drawn up for the planned architectural competition.

Peakorter

The project includes the construction of six apartment buildings with 137 apartments at Erika street 12. In 2023, the detailed spatial plan was publicly displayed and discussed without any comments from neighbours or authorities, and the necessary approvals from all authorities except the Health Board are in place. In the current quarter, the decision was taken to proceed with the detailed planning procedure without the approval of the Health Authority and we are awaiting the approval of the draft detailed plan. The land and the building on it have been rented out.

Overview of business risks

The main risks associated with Liven's business activities include market, operational and financial risks, including capitalisation and financing. Risk management is a central part of the group's strategic management and aims to identify and minimise economic risks to achieve strategic and financial objectives.

The group's financial performance depends on the ability of contractors and partners to meet agreed terms and conditions. As a developer of residential real estate, the group is exposed to market concentration risk.

The group currently has a strong development portfolio and makes continuous efforts to find new potential projects, but there is no certainty about finding suitable and sufficiently profitable projects in the future.

As development activities are capital-intensive, the group's operations and financial performance depend on its ability to raise capital on appropriate terms and in appropriate amounts. Financial performance is also affected by the general economic and geopolitical environment, as well as the cyclical nature of the real estate market. Additional risks include high levels of competition and changes in regulations.

There is an increasing risk that regulations imposed by the central and local governments or authorities do not sufficiently consider the negative impact on construction and development costs, thereby reducing the affordability of real estate.

Outlook for the future

Despite some recovery in the market in the second half of 2024, the external environment's impact on demand and sales will remain a key challenge in 2025. We expect a continuation of the gradual improvement in the external factors affecting the residential real estate sector, in particular the decline in interest rates and real wage growth. We are ready to quickly provide new supply to the market in case of increase in demand.

The coming years will continue to be environmentally challenging and risky, including for all levels of the public sector. Despite positive developments, significant challenges remain in Tallinn's planning procedures. We continue to expect several long-drawn-out procedures to reach a conclusion in the first half of 2025. Planned tax rate increases and additional taxes will increase the sales prices of new developments in the coming years, reducing incomes and the availability of real estate.

In real estate development, results are achieved with a significant time lag and an increase in marketing expenses in the periods preceding the sales growth. The 2025 year result largely reflects the conditions and decisions of 2024, when we started construction on the Iseära and Regati projects. In 2025, we have the potential to deliver a maximum of 194 residential and commercial units with total sales of up to EUR 75 million. At the start of the year the balance of signed sales contracts is at 88 at a total sales proceeds volume of EUR 31 million.

In the past two challenging years we have not been able to meet our 20% return on equity target, but largely as a result of the developments of the Regati and Iseära projects, we expect a significant improvement in financial performance in 2025 and 2026. Given the continuation of the past six months sales pace the projected sales revenue for 2025 is about EUR 55 million which we expect to suffice for meeting the 20% return on equity target.

With the decisions and actions undertaken in 2025, we will lay foundation for our economic performance in 2026 and 2027. Achieving good results continuously requires improvements in external factors as well as internal efforts to improve efficiency. During the year, we continue the pre-sales of Luuslangi phase II and Wohngarten projects, will start with the pre-sales of the next phases of Iseära as well as with the pre-sale of several new projects. Upon reaching sufficiently high levels of pre-sales also with the construction. There is sufficient capacity in the development portfolio for the next 3-4 years, but we continue to actively negotiate and consider acquisition alternatives to increase the development portfolio.

Management Board's Confirmation

Members of the management board of Liven AS have prepared the group's consolidated unaudited interim financial statements which consists of the management report and the interim financial statements for the 12-month period ended 31 December 2024.

Management board confirms that:

• 1. the interim financial statement for the period ended 31 December 2024 has been prepared using accounting policies and presentation of information that comply with International Financial Reporting Standards as adopted in the European Union;
• 1. to the best of the knowledge of the Management Board, the management report gives a true and fair view of the financial position of the group, the results of its operations, the development of its business and its principal risks and the interim financial statements give a true and fair view of the financial position and the results of the operations of the Parent and the Group and the significant events that have occurred during the 12 months of 2024 and their impact on the condensed financial statements;
• 1. Liven AS and its subsidiaries are going concerns.

Andero Laur

Chairman of the board

A home at Uus Meremaa, Lahepea 17-22 Photo: K. Kattai

Consolidated statement of financial position

(in thousands of euros)	Note	31.12.2024	31.12.2023
Current assets
Cash and cash equivalents		5,905	3,721
Trade and other receivables	2	1,270	1,326
Prepayments		385	321
Inventories	3	67,902	62,112
Total current assets		75,462	67,480
Non-current assets
Prepayments		44	0
Investment property	4	1,350	0
Property, plant and equipment		423	388
Intangible assets		401	296
Right-of-use assets		618	395
Total non-current assets		2,836	1,079
TOTAL ASSETS		78,298	68,559
Current liabilities
Borrowings	5	6,405	17,106
Trade and other payables	6	11,234	9,121
Provisions		99	2,384
Total current liabilities		17,739	28,611
Non-current liabilities
Borrowings	5	40,851	21,328
Trade and other payables	6	1,398	469
Provisions		72	29
Total non-current liabilities		42,322	21,826
Total liabilities		60,061	50,437
Equity
Share capital		1,190	1,183
Share premium		9,562	9,339
Share option reserve		317	363
Own (treasury) shares		1	-1
Statutory capital reserve		118	115
Retained earnings (prior periods)		6,491	6,347
Profit for the year		558	775
Total equity attributable to owners of the parent		18,237	18,122
Total equity		18,237	18,122
TOTAL LIABILITIES AND EQUITY		78,298	68,559

Consolidated statement of comprehensive income

		2024 Q4 (October	2023 Q4 (October	2024 12 months	2023 12 months
(in thousands of euros)	Note	December)	December)	(January-December)	(January-December)
Revenue	7	8,164	16,713	27,266	35,765
Cost of sales	9	−7,477	-13,867	−23,429	-32,681
Gross profit		687	2,846	3,837	3,084
Distribution costs	10	−439	-332	−1,418	-1 022
Administrative expenses	11	−426	-266	−1,419	-1 200
Other operating income		279	-26	312	14
Other operating expenses		−10	1	−26	-8
Operating profit		91	2,222	1,287	868
Finance income		23	8	79	17
Finance costs		−199	15	−647	-6
Total finance income and finance costs		−177	23	−568	11
Profit before tax		−86	2,245	719	879
Income tax expense		8	0	−162	-104
Net profit for the year		−78	2,245	558	775
Attributable to owners of the parent		−78	2,245	558	775
Comprehensive income for the year		-78	2,245	558	775
Attributable to owners of the parent		-78	2,245	558	775
Basic profit/loss per share	14	-0.007	0.190	0.047	0.066
Diluted profit/loss per share	14	-0.006	0.184	0.046	0.064

Consolidated statement of cash flows

(in thousands of euros)		2024 Q4	2023 Q4
CASH FLOWS FROM OPERATING ACTIVITIES	Note	(October December)	(October December)	2024 12 months (January-December)	2023 12 months (January-December)
Operating profit		91	2,222	1,287	867
Adjustments for:
Depreciation, amortisation and impairment losses		107	41	359	148
Profit (loss) on sale of property, plant & equipment and intangible assets		-2	0	-5	0
Non-monetary transactions		35	0	214	0
Cost of share-based payments		0	0	0	89
Other adjustments		182	1,645	1,658	3,244
Total adjustments		322	1,686	2,226	3,481
Change in receivables and prepayments	2	-859	-430	-112	343
Change in inventories	3	-2,764	1,424	-5,790	-7,692
Change in payables and deferred income	5	2,347	3,993	2,838	1,886
NET CASH USED IN OPERATING ACTIVITIES		-863	8 895	449	-1 115
CASH FLOWS FROM INVESTING ACTIVITIES
Paid on acquisition of property, plant & equipment and intangible assets		-80	-206	-395	-421
Proceeds from sale of property, plant & equipment and intangible assets		0	0	0	3
Loans granted		0	0	0	6
Interest received		25	8	96	15
Government grants		91	0	150	0
NET CASH USED IN INVESTING ACTIVITIES		36	-198	-148	-397
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received	5	4,110	6,579	32,199	30,147
Repayments of loans received	5	-1,302	-13,658	-24,327	-26,286
Lease payments made		-55	-37	-174	-51
Interest paid	5	-852	-633	-5,041	-2,772
Proceeds from issue of shares		0	0	7	1,054
Proceeds from sale of own shares		24	0	25	0
Dividends paid		0	0	-635	-416
Corporate income tax paid		0	0	-171	-104
NET CASH FROM FINANCING ACTIVITIES		1,925	-7,749	1,883	1,572
NET CASH FLOW		1,098	948	2,184	61
Cash and cash equivalents at beginning of period		4,807	2,773	3,721	3,660
Increase in cash and cash equivalents		1,098	948	2,184	61
Cash and cash equivalents at end of period		5,905	3,721	5,905	2,721

	Equity attributable to owners of the parent
(in thousands of euros)	Share capital	Share premium	Share option reserve	Own (treasury) shares	Statutory capital reserve	Retained earnings	Total equity
As at 31 December 2022	1,152	8,228	274	-1	102	6,772	16,526
Profit for the year	0	0	0	0	0	775	775
Issue of share capital	32	1,022	0	0	0	0	1,054
Share options	0	89	94	0	0	0	183
Transfer to capital reserve	0	0	0	0	13	-13	0
Sale of own shares	0	0	0	0	0	0	0
Dividends paid	0	0	0	0	0	-416	-416
Other changes in equity	0	0	-5	0	0	5	0
As at 31 December 2023	1,183	9,339	363	-1	115	7,122	18,122
Profit for the year	0	0	0	0	0	558	558
Issue of share capital	7	0	0	0	0	0	7
Share options	0	200	-41	0	0	0	159
Transfer to capital reserve	0	0	0	0	3	-3	0
Sale of own shares	0	23	0	2	0	0	25
Dividends paid	0	0	0	0	0	-635	-635
Other changes in equity	0	0	-5	0	0	7	2
As at 31 December 2024	1,190	9,562	317	1	118	7,049	18,327

Consolidated statement of changes in equity

The sale of own shares that have taken place in 2023, do not appear in the report as a result of rounding to thousand euros.

Notes to the consolidated financial statements

Note 1. General information

The unaudited interim consolidated financial statements of Liven AS (the "Group") for the four quarters and 12 months of 2024 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS (EU)"), IAS 34 Interim Financial Reporting. The Group has applied the accounting policies consistently for all periods presented unless otherwise stated. The same accounting policies and estimates have been applied in the fourth quarter and 12 months 2024 as in the 2023 audited financial statements, unless otherwise stated in the notes. In the Interim Report, the comparative periods are the audited figures for 2023 and the unaudited figures for the fourth quarter of 2023. Consolidated financial statements are presented in thousands of euros. Totals may not sum due to rounding.

The Group has not made any changes in its accounting estimates that could affect the unaudited consolidated financial statements for the fourth quarter and 12 months of 2024, except for the recognition of previously capitalized costs in the income statement line "Cost of goods and services sold". Previously, costs capitalized in inventories were recognized in the same period as revenue based on the proportion of the total budgeted square footage (m² ) of the project or phase of the project. From the third quarter of 2024 onwards, the proportion has been calculated as the proportion of the sales price to the estimated sales revenue of the project or project phase.

In the second quarter of 2024, we classified a commercial building located in Tallinn, Türi Street, as investment property, which has been leased to an operator for the operation of accommodation business since June 2023 (note 4).

(in thousands of euros)	31.12.2024	31.12.2023
Trade receivables	1,239	1,272
Loan receivables	15	15
Interest receivables	9	9
Other receivables	8	30
Total receivables from buyers	1,270	1,326

Note 2. Trade and other receivables

As at 31.12.2024 and 31.12.2023, trade receivables consisted of receivables arising from real right contracts signed at the end of the reporting period which were settled at the beginning of 2024 in line with the underlying contracts.

Note 3. Inventories

The inventories are grouped below according to the status of development projects and in chronological order. In the case of multi-stage projects, the inventories are presented in the group of the latest development stage status. Multi-stage projects with both completed construction in earlier stages and either under construction or not yet started in later stages are reported in the group 'Both completed and under construction. Exceptionally, the Luuslangi project development inventories as at 31.12.2024 are presented under the status 'Construction completed', as the majority of the inventories relate to completed buildings and construction has not started on subsequent phases.

(in thousands of euros)	31.12.2024	31.12.2023
Construction completed	5,734	10,443
Both completed and under construction	13,775	20,986
Under construction	28,590	0
Building design	8,092	18,194
Development plans and other inventories	11,710	12,489
Total	67,902	62,112

Starting from Q2 2024, the commercial property in Väike-Tallinn is recorded as investment property instead of inventory (note 4).

Note 4. Investment properties

(in thousands of euros)	Lisa
Carrying amount 31.12.2023		0
Reclassifications from inventories to investment properties	3	1,064
Change in fair value		286
Carrying amount 31.12.2024		1,350

As investment property, we recognize the unsold commercial space in the Väike-Tallinn project, which has been rented out to an operator for the provision of accommodation. In 2024, investment property generated rental income in amount of EUR 121 thousand (note 6) and net operating income (NOI) of EUR 103 thousand.

We have estimated the fair value of the investment property using the discounted cash flow method, taking into account the short-term forecast NOI by the commercial property. The discount rate used is 8.5%. According to an external appraisal carried out in spring 2024, the market value of the property is EUR 1,450 thousand.

Note 5. Borrowings

In the preparatory stage of projects, the group uses mortgage loans from local commercial banks, bonds, as well as junior loans and mezzanine-type investor loans, which are unsecured and subordinated to bank loans. A characteristic feature of investor loans is that the terms of their principal and interest payments are designed to take into account the cash flows of a development project. Interest payments are usually made either at the end of a project stage or at the end of the loan term together with the repayment of the loan principal. The group uses bank loans to finance the construction.

31 December 2024	Repayable
Loan type (in thousands of euros)	Interest rate	Balance at 31 Dec 2024	Incl. from related parties	Within 1 year	2–5 years	Over 5 years
Bank loans, construction	4,6-4,9% + 6M Euribor	13,033	0	0	13,033	0
Bank loans, development	3,9-7,95% + 6M Euribor	15,173	0	831	14,342	0
Bonds	8,5-10,5%	11,850	878	4 000	7,850	0
Investor loans	8,0-14,0%*	7,153	5,346	1 565	5,588	0
Total		47,209	6,224	6,396	40,813	0

* The interest on loans received by Liven Kodu 5 OÜ consists of a fixed interest rate of 8% p.a. and an additional fee which depends on the result of the project.

31 December 2023				Repayable
Loan type (in thousands of euros)	Interest rate	Balance at 31 Dec 2023	Incl. from related parties	Within 1 year	2–5 years	Over 5 years
Bank loans, construction	4,8-4,9% + 6M Euribor	9,043	0	5,726	3,317	0
Bank loans, construction	4,9-6,99%	2,940	0	1,766	1,174	0
Bank loans, development	4,9-6,0% + 6M Euribor	4,506	0	0	4,506	0
Bank loans, development	6,0%	6,000	0	6,000	0	0
Bonds	8,5-10,5%	4,400	400	600	3,800	0
Investor loans	8,0-14,0%*	11,473	7,068	3,000	8,473	0
Total		38,362	7,468	17,093	21,269	0

* The interest on loans received by Liven Kodu 5 OÜ consists of a fixed interest rate of 8% p.a. and an additional fee which depends on the result of the project.

In addition to the loans set out in the tables above, borrowings include lease liabilities, which amounted to EUR 48 thousand as of 31 December 2024 (30 September 2024: EUR 50 thousand). All loans as of 31 December 2024 and 31 December 2023 are denominated in euros. Investor loans include loans from related parties. The classification of loans as current or non-current is based on their contractual maturity dates.

Given that the project was expected to end in 2024, management estimated, based on the business plan, that the potential amount of the remaining liability for the additional fee linked to the success of the project is EUR 2,355 thousand. Due to the approaching end of the project and the loan agreement and the results to date, management's estimate of the additional success-dependent interest at 31 December 2024 is EUR 399 thousand lower. During the quarter, EUR 46 thousand (EUR 1,931 thousand during the year) of this interest was paid and as at 31.12.2024, EUR 46 thousand of additional interest based on this estimate is outstanding.

Liven AS has the following financial obligations in relation to the bonds listed on the Nasdaq Tallinn Exchange Baltic bond list (Liven 10.5% 4Y green bond; ISIN: EE3300004332) until the bonds are fully redeemed:

• The Group's adjusted equity ratio¹ is more than 20%. As of 31.12.2024: 28.0%.
• Group adjusted leverage ratio² of less than 3.0. As of 31.12.2024: 1.9.
• The Company shall ensure at all times the availability of free cash in the accounts for at least two consecutive interest payment dates for the amount of interest due, which is EUR 326 thousand. The unconsolidated cash balance of Liven AS at 31.12.2024: EUR 1,274 thousand.

(in thousands of euros)	31.12.2024	31.12.2023
Trade payables	3 005	1,526
Deferred income	6 093	2,739
Other payables
Payables to employees	163	118
Taxes payable	1 248	1,963
Interest payable	310	1,013
Miscellaneous payables	415	1,763
Total other payables	2 137	4,857
Total current trade and other payables	11 234	9,121
Deferred income	0	28
Interest payable	762	97
Other payables	637	345
Total non-current trade and other payables	1 398	469

Note 6. Trade and other payables

Deferred income as of 31 December 2024 and 31 December 2023 comprises deferred income received from customers in connection with housing development projects. Other payables consist mainly of accrued payables related to buildings completed at the end of the year for amounts not yet invoiced by general contractors and furniture dealers.

Note 7. Revenue

(in thousands of euros)	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Sale of real estate	7,840	16,120	26,142	34,679
Sale of furniture and furnishings	257	472	814	847
Rental income	68	122	310	240
Total revenue	8,165	16,714	27,266	35,766

In 2024 and 2023, the only geographical area where revenue was generated was Estonia. Furniture and furnishings are sold together with the real estate, and both are treated as revenue from contracts with customers.

¹ Adjusted equity ratio (%) = Total equity attributable to equity holders of the parent / (Total assets - construction loans)

² Adjusted leverage ratio = (total loan commitments - construction loans) / total equity attributable to equity holders of the parent company

Note 8. Staff costs

	2024 Q4	2023 Q4	2024 12 months	2023 12 months
(in thousands of euros)	(October December)	(October December)	(January December)	(January December)
Salary expenses	697	391	1,868	1,644
Social security and unemployment insurance charges	205	111	551	471
Total	902	503	2,418	2,115
Average number of employees converted to full-time equivalent	35	28	31	27
Incl. people working under employment contracts	31	25	28	24
Incl. people working under board member's service contracts	3	3	3	3

Note 9. Cost of sales

(in thousands of euros)	Note	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Construction, fitout and furnishing expenses		5,832	10,583	18,078	25,397
Plot acquisition and preparation costs		162	636	763	1,687
Staff costs	8	607	333	1,508	1,400
Financing charges		757	1,922	2,677	2,999
Depreciation and amortisation		24	7	83	32
Other costs		95	386	320	1,166
Total		7,477	13,867	23,429	32,681

Note 10. Distribution costs

(in thousands of euros)	Note	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Media costs		142	134	529	347
Staff costs	8	142	71	371	276
Depreciation and amortisation		25	20	104	82
Other costs		130	107	414	317
Total		439	332	1,418	1,022

Note 11. Administrative expenses

	Note	2024 Q4 (October	2023 Q4 (October	2024 12 months	2023 12 months
(in thousands of euros)		December)	December)	(January-December)	(January-December)
Staff costs	8	153	98	539	440
Training and other staff-related expenses		43	37	96	142
Business travel and transport expenses		6	22	49	130
Office expenses		12	3	80	129
Accounting and audit expenses		123	71	339	231
Legal fees and consulting expenses		6	16	65	65
Depreciation and amortisation		58	13	172	34
Other expenses		25	5	79	30
Total		426	266	1,419	1,200

Note 12. Segment reporting

Management has determined operating segments based on the reports monitored by Liven AS's management board, who regards the group's business operations as a single segment and assesses the performance of the segment mainly based on its revenue and operating profit, and the growth of these indicators. In 2024 and 2023, the only geographical area where revenue was generated was Estonia.

(in thousand euro)	Note	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Revenue	6	7,840	16,713	27,266	35,765
Operating profit		91	2,222	3,837	867

Note 13. Investments in subsidiaries

The parent company's ownership interests in subsidiaries as at the reporting date:

Name of subsidiary	Core business	Domicile	Interest, % 31.12.2024	Interest, % 31.12.2023
Liven Kodu OÜ	Development of building projects	Estonia	100	100
Liven Kodu 5 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 6 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 10 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 11 OÜ	Development of building projects	Estonia	-	100
Liven Kodu 12 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 14 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 15 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 16 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 17 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 18 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 19 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 20 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 21 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 22 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 23 OÜ	Development of building projects	Estonia	100	100
Liven Kodu 24 OÜ	Development of building projects	Estonia	100	100
Liven Wohnungsbau GmbH	Development of building projects	Germany	100	100
Liven HW11 GmbH	Development of building projects	Germany	100*	100*

*100% ownership interest through Liven Wohnungsbau GmbH

Note 14. Basic and diluted earnings per share

To find the average earnings per share, the net profit attributable to owners of the parent company is divided by the weighted average number of shares. A similar calculation has been made to find the diluted earnings, but the number of ordinary shares potentially accreted from share options has been added to the weighted average number of shares.

(number of shares)	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Weighted average number of ordinary shares	12,000,000	11,831,295	11,899,164	11,753,479
Share options at period-end	248,813	344,646	248,813	344,646
Weighted average number of ordinary shares including the number of dilutive potential ordinary shares	12,248,813	12,175,941	12,147,977	12,098,125

(in euros)	2024 Q4 (October December)	2023 Q4 (October December)	2024 12 months (January-December)	2023 12 months (January-December)
Profit/loss attributable to owners of the parent (in thousand euros)	-78	2,245	558	775
Profit/loss per share	-0.007	0.190	0.047	0.066
Diluted profit/loss per share	-0.006	0.184	0.046	0.064