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Rokiskio Suris

Quarterly Report Aug 31, 2023

2242_ir_2023-08-31_2fe0fbc3-af99-4a54-96a9-beecc6b883e4.pdf

Quarterly Report

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FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2023

TABLE OF CONTENTS

GENERAL INFORMATION 3
1. REPORTING PERIOD FOR WHICH THE HALF-YEARLY CONSOLIDATED REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS ARE PREPARED 3
2. KEY DATA ON THE ISSUER: 3
3. INFORMATION ON THE COMPANY'S GROUP OF COMPANIES 3
4. TYPES OF MAIN ACTIVITIES OF THE COMPANY AND THE COMPANY GROUP 4
5. STRATEGY AND OBJECTIVES OF THE GROUP 4
6. KEY EVENTS IN THE REPORTING PERIOD 5
7. SIGNIFICANT EVENTS AFTER THE END OF THE FINANCIAL YEAR 6
INFORMATION ON THE ACTIVITIES OF THE COMPANY AND THE GROUP 6
8. GROUP OPERATING ENVIRONMENT 7
9. GROUP SALES 9
10. PRODUCTS, BRANDS AND ACHIEVEMENTS 11
11. RISK FACTORS AND RISK MANAGEMENT 12
12. INFORMATION ON FINANCIAL RISK MANAGEMENT OBJECTIVES AND HEDGING
INSTRUMENTS USED 20
13. KEY FEATURES OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS RELEVANT
TO THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 20
14. ENVIRONMENT PROTECTION 21
15. FINANCIAL RESULTS OF THE OPERATIONS 22
16. GROUP BUSINESS PLANS FORECASTS AND INVESTMENTS 2023 26
INFORMATION ON THE COMPANY'S SHAREHOLDERS AND SHARES 27
17. INFORMATION ON THE COMPANY'S SHARE CAPITAL 27
18. COMPANY CONTRACTS WITH BROKERAGE FIRMS 27
19. DATA ON TRADING IN THE ISSUER'S SECURITIES ON REGULATED MARKETS 27
20. RESTRICTIONS ON TRANSFER OF SECURITIES 29
21. PROCEDURE FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION 29
22. INFORMATION ON THE COMPANY'S SHAREHOLDERS 30
23. SHAREHOLDERS' RIGHTS 31
24. SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS AND DESCRIPTIONS OF THOSE RIGHTS
32
25. INFORMATION ON ANY RESTRICTIONS ON VOTING RIGHTS 32
26. DETAILS OF REPURCHASES OF THE ISSUER'S OWN SHARES 32
27. DIVIDENDS 32
COMPANY MANAGEMENT 34
28. THE COMPANY'S GOVERNING BODIES 34
29. CORPORATE GOVERNANCE AND ORGANISATIONAL STRUCTURE OF THE COMPANY
GROUP 34
30. INFORMATION ON THE COMPETENCE AND PROCEDURE FOR CONVENING THE GENERAL
MEETING OF SHAREHOLDERS 35
31. BOARD OF DIRECTORS OF THE COMPANY 37
32. COMMITTEES WITHIN THE COMPANY 41
33. MANAGEMENT OF THE COMPANY 42
34. EMPLOYEES 43
35. INFORMATION ON AGREEMENTS BETWEEN THE COMPANY AND THE MEMBERS OF ITS
ORGANS, THE MEMBERS OF THE COMMITTEES IT HAS SET UP, OR ITS EMPLOYEES, WHICH
PROVIDE FOR COMPENSATION IN THE EVENT OF THEIR RESIGNATION OR DISMISSAL
WITHOUT JUST CAUSE, OR IN THE EVENT OF THE TERMINATION OF THEIR EMPLOYMENT
AS A RESULT OF A CHANGE OF CONTROL OF THE ISSUER 44
INFORMATION ON RELATED PARTY TRANSACTIONS AND SIGNIFICANT ARRANGEMENTS 45
36. TRANSACTIONS WITH RELATED PARTIES 45
37. INFORMATION ON HARMFUL TRANSACTIONS ENTERED INTO ON BEHALF OF THE ISSUER
45
38. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 47
39. CONSOLIDATED BALANCE SHEET 48
41. CONSOLIDATED OWN CAPITAL CHANGE STATEMENT 50
42. COMMENTARY ON THE REPORT 51

GENERAL INFORMATION

1. Reporting period for which the half-yearly consolidated report and consolidated financial statements are prepared

The half-yearly consolidated report and the consolidated financial statements are prepared for the first six months of 2023.

2. Key data on the issuer:

Name of the issuer: Joint Stock Company "Rokiškio sūris" (hereinafter referred
to as the Company)
Legal form: Public limited liability company
Date and place of registration: 28 February 1992. State Enterprise Registru centras
Company code: 173057512
Address: Pramonės str. 3, LT 42150 Rokiškis, Republic of Lithuania
Keeper of the register of legal
persons:
State Enterprise Registru centras
Telephone number: +370 458 55200
Fax number: +370 458 55300
Email address: [email protected]
Website address: www.rokiskio.com
ISIN code: LT0000100372
LEI (Legal Entity Identifier) code: 48510000PW42N5W74S87
Trading code AB Nasdaq Vilnius RSU1L

3. Information on the Company's group of companies

As at 30 June 2023, the Rokiškio sūris Group (the "Group") consists of the parent company Rokiškio sūris AB and five subsidiaries. (30/06/2022: parent company and four subsidiaries).

Parent company:

Rokiškio sūris, AB (registration number 173057512, Pramonės g. 3, LT-42150 Rokiškis).

Subsidiaries of Rokiškio sūris, AB:

Rokiškio pienas, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 300561844. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio pienas, UAB, holding 100% of shares and votes.

Rokiškio pieno gamyba, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 303055649. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio, UAB, pieno gamyba, holding 100% of shares and votes.

Latvian company SIA Jekabpils piena kombinats (registration number 45402008851, address of the registered office Akmenu iela 1, Jekabpils, Latvia LV-5201). Rokiškio sūris, AB holds 100% of shares and votes in the company.

Latvian company SIA Kaunata (registration number 240300369, address of the registered office Rogs, Kaunata pag., Rezeknes nov., Latvia). Rokiškio sūris, AB holds 40 percent of member shares in the company, whereas Rokiškio pienas, UAB, holds 20 percent of member shares in the company.

DairyHub.LT, UAB (company code 305831304, registered office address Kauno str. 65, LT-20118 Ukmergė). Rokiškio sūris, AB is the founder and sole shareholder of DairyHub.LT, UAB, holding 100 % of shares and votes.

4. Types of main activities of the Company and the Company group

Main activities of Rokiškio sūris, AB group:

Operation of dairies and cheese making (NACE 10.51)

Rokiškio sūris, AB:

The main activity of Rokiškio sūris, AB is production and sale of fermented cheeses, whey products, skimmed milk powder.

Subsidiaries:

The main activity of UAB Rokiškio pienas is sale of fresh milk products and fermented cheeses.

The main activity of UAB Rokiškio pieno gamyba is production of fresh milk products (milk, kefir, sour milk, butter, curd, curd cheese, sour cream, glazed curd cheese bars, desserts).

The activity of SIA Jekabpils piena kombinats is purchase of raw milk.

The activity of SIA Kaunata is purchase of raw milk.

UAB "DairyHub.LT" - preparation and sale of hard cheeses to the final consumer in different parts of the world.

5. Strategy and objectives of the Group

In order to ensure that all members of the Company's governing bodies have a clear understanding of the Company's goals, directions and objectives, the Company's strategy is being developed to set out long-term strategic goals and objectives.

The Rokiškio sūris Group is guided in its activities by a 3-year strategic plan approved by the Board, the main provisions of which are set out below:

MISSION:

AB "Rokiškio sūris" = Trusted Dairy Professionals

VISION:

Sustainable processing more than 1 million tonnes of raw milk per year, as Lithuania turns into Baltland.

GOALS:

  • Leadership in the dairy sector in the region
  • Flexible production of premium quality products and sales that exceed customer expectations

  • To be the most attractive and reliable partner for dairy farmers
  • To continuously increase value for shareholders
  • Achieving sustainability objectives along the entire chain of operations

WE SEEK OUR GOALS BY:

  • Increasing the volume of purchased and processed milk by 5 percent annually.
  • Aiming at 3 percent annual net profit rate.

• By continuously reducing gas emissions, energy and water consumption and the use of nonrecyclable packaging in the production processed.

6. Key events in the reporting period

  • Ordinary General Meeting of Shareholders of AB "Rokiškio sūris" held on 28 April 2023:
      1. Agreed to the Audit Committee's report;
      1. Approved the audited consolidated and Company financial statements for 2022;
      1. Approved the allocation of profit/loss for 2022:
Title kEUR
1. Non-distributed
profit
(loss) at beginning of year
73 605
2. Approved by shareholders dividends related to the year 2022 (3
501)
3. Transfers from other reserves 1 197
4. Other comprehensive income during the year (143)
5. Non-distributed profit (loss) at beginning of year after dividend
payout and transfer to reserves
71 158
6. Net profit (loss) of the Company of fiscal year 13 328
7. Distributable profit (loss)
of the Company
84 486
8. Profit share for mandatory reserve -
9. Profit share
for
other reserves
-
10. Profit share for dividend payout * (5 251)
11. Profit share for annual payments (tantiemes) to the Board of
Directors, employee bonuses and other as accounted by Profit
(loss) statement
30
12. Non-distributed profit (loss) at end of year transferred to the
next fiscal year
79 235

It will be allocated 0.15 eur per ordinary registered share. In total to the dividends payout EUR 5,251,004.40

    1. Approved the company's remuneration report;
    1. Decided in regards with the acquisition of own shares:

To acquire treasury shares in the Company at the following conditions:

The purpose of the acquisition of treasury shares is to maintain and increase the Company's share price;

The maximum number of shares that may be acquired - the total nominal value of the Company's treasury shares may not exceed 1/10 of the Company's share capital.

The period within which the Company may acquire its own shares is 18 months from the date of adoption of this Decision;

Maximum and minimum acquisition price - the maximum acquisition price per share shall be 10% higher than the market price of the Company's shares on the Nasdaq Vilnius Stock Exchange when the Board of Directors decides on the purchase of treasury shares and the minimum acquisition price per share shall be 10% lower than the market price of the Company's shares on the Nasdaq Vilnius Stock Exchange when the Board of Directors decides on the purchase of treasury shares.

Procedure for the sale of treasury shares and minimum sale price - Treasury shares acquired by the Company may be cancelled by a decision of the General Meeting of Shareholders or sold by a decision of the Management Board, provided that the minimum sale price of the shares shall be equal to the acquisition price and that the sale procedure shall ensure equal opportunities for all shareholders to acquire the Company's shares;

To instruct the Management Board of the Company, in accordance with the conditions set out in this Decision and the requirements of the Law on Joint Stock Companies of the Republic of Lithuania, to take decisions on the purchase of the Company's own shares, to organise the purchase and sale of own shares, to determine the procedure for the purchase of the shares, the granting of the shares and the sale of the shares, the timing, the number of the shares and the price of the shares and to carry out any other action related to the purchase and sale of the own shares.

The Company has a reserve of EUR 10.850 million for the acquisition of its own shares.

  1. The audit firm BDO AUDITAS AND APSKAITA, UAB legal entity code 135273426, registered office address: 66, K. Baršausko str., Kaunas, has been elected to perform the audit of the annual consolidated financial statements of AB Rokiškio sūris group and the parent company for the years 2023 and 2024, and the assessment of the consolidated annual report for the years 2023 and 2024.

  2. Director of the company is authorised to enter into an audit services agreement, whereby the services shall be paid at a price agreed between the parties, but not exceeding EUR 70,500 (seventy thousand five hundred euro) excluding VAT per year, for the audit of the annual consolidated financial statements of the AB Rokiškio sūris group and the parent company.

7. Significant events after the end of the financial year

There have been no significant events in the Company and the Group after the end of the reporting period (30.06.2023).

Data on publicly available information

In accordance with the procedure established by the laws of the Republic of Lithuania, all material events related to the Company's activities and information on the time and place of the General Meeting of Shareholders shall be published on the Company's website at www.rokiskio.com and on the stock exchange AB Nasdaq Vilnius http://www.nasdaqbaltic.com

INFORMATION ON THE ACTIVITIES OF THE COMPANY AND THE GROUP

8. Group operating environment Basic provisions

Who we are:

  • We process more than 500,000 tonnes of milk in three dairies.
  • We produce and sell more than 35,000 tonnes of different cheeses.
  • About two-thirds of our production is exported outside Lithuania.
  • We are a responsible employer of more than 1 300 employees.

The Group's activities include the purchase of raw milk, the production of various dairy products and their sale on the Lithuanian and export markets.

Purchase of raw milk

In Lithuania, according to the preliminary data of ŽŪIKVC PAIS, 633.041 thousand tonnes of milk with an average fat content of 4.25% and a protein content of 3.41% were purchased from 12 571 milk producers during January-June 2023. Compared to January-June 2022, milk purchases decreased by 2.1% or 13.58 thousand t. In January-June 2023, milk purchases increased only in May, i.e. by 1.28% compared to May last year. Overall, the number of cows in Lithuania continues to decrease: in June 2023, 223,429 thousand dairy cows were registered, i.e. 2.5% fewer or 5,78 thousand dairy cows compared to the same period in 2022. These comparisons show that the downward trend in cow numbers and milk production continues. PRICE OF NATURAL MILK, EUR/t 2021 - 2023

Here is a comparison of the buying-in prices for natural milk of the AB Rokiškio sūris group for the years 2021-2022-2023, for milk purchased from milk producers of European size supplying more than 40 t of milk per month:

The chart shows that the raw milk price in January was similar to January 2022, before dropping significantly in February and remaining similar for the remaining months. Milk prices have fallen not only in Lithuania but also in other EU countries. In Lithuania, milk prices are also affected by seasonality, declining cow numbers and declining milk production volumes. Milk purchase prices are dictated by world markets. However, we have the distinctive feature in the Baltic markets that we are, first of all, a small market. That's why these fluctuations happen very quickly, maybe not rising so fast, but falling fast. The EC forecasts that low raw milk farm gate prices and high feed costs may encourage some producers to reduce their cow herds, which will have an impact on the volume of raw milk purchased, which may fall by around 0.2% in 2023.

Production of dairy products

AB Rokiškio sūris Group is the largest Lithuanian dairy processing company, producing and supplying more than 300 product names to consumers. These include not only fermented cheeses, but also various whey products such as milk sugar, WPC (whey protein concentrate), WPI (whey protein isolate). At the end of 2022, the production activities of the Ukmergės pieninė branch of UAB Rokiškio pieno gamyba were suspended and curd production was transferred to UAB Rokiškio pieno gamyba in Utena. The premises of Ukmergė pieninė are used for the cutting of GRAND hard cheese by UAB DairyHub.LT.

The Group's products have earned consumer recognition for their impeccable quality in both domestic and export markets.

Production / Year 6 months 2023 6 months 2022 Change, %
Fermented cheese, t 18,987 18,227 4.2
Lactose, t 6,772 6,349 6.7
Butter and fat blends, t 3,568 3,550 0.5
Dry dairy products,* t 1,961 1.519 29.1
Short shelf life dairy products, t 20,605 21,852 -5.7

Comparison of production volumes of AB ROKIŠKIO SŪRIS (tonnes)

* - Whey protein concentrate, skim milk powder, buttermilk powder.

In the first half of 2023, the volume of milk processed increased by 7% compared to the first half of 2022.

The production of fermented cheeses increased by 4.2% in the first half of 2023 compared to the first half of 2022. The volume of hard cheeses is 129.6% higher than in the same period in 2022. The volume of semi-hard cheeses produced is higher by 14.8% and the production of fresh cheeses is lower by 31.8%. The changes in the range are driven by market demand and price changes.

The increase in the production of fermented cheeses has led to higher whey level during processing, resulting in a higher level of milk sugar (6.7%). The volume of dry dairy products (whey protein concentrate, skimmed milk flour, buttermilk flour) increased by 29.1% compared to the same period last year.

Production of butter and spreadable fat mixtures remains stable. The production of fresh dairy products in the first half of 2023 is 5.7% lower than in 2022.

The company's GRAND (GRANA-type) 35 kg. hard cheeses are characterised by their distinctive mature, rich and savoury flavour. The production process for this type of cheese is very complex and requires a lot of investment, exceptional knowledge, time and patience. Cheeses of this level can only be produced by a company with a very high technical level and a highly qualified team of specialists.

In order to improve the production of GRAND cheese, the technological process is being improved and production has started using the latest cheese packaging line.

The successful development of IBK (Whey Protein Concentrate) technology continues in partnership with Fonterra New Zealand, one of the world's largest dairy producers.

In order to compete successfully and to expand outlets and improve processes, the food safety system was certified in accordance with the International Food Standard (IFS) in 2023, and assessed with Higher Level certification. This rating confirms that dairy products are produced to the highest quality and safety standards.

9. Group sales

Consolidated unaudited sales of AB Rokiškio sūris Group for the period from January to June 2023 amounted to EUR 148 106 thousand, which is 11.96% less than in the same period of the previous year. Consolidated sales for the same period in 2022 amounted to EUR 168 217 thousand.

The largest part of the company's production is exported. The Rokiškio sūris Group exports its products to 32 countries worldwide. (2022: 38 countries). Italy remains the main and largest buyer of production. Compared to the first half of 2022, exports to Italy decreased by 38%. As in all other food industries, the fall in sales of fresh cheese compared to the first quarter of 2022 was influenced by a fall in consumption and, above all, to falling market prices. As in every year, in the first half of 2023, the company's exports were mainly to Western European countries and, compared to the first half of 2022, sales to all European countries dropped by around 15 % across all product groups. Again, this was more due to the overall fall in prices in the dairy sector compared to the same period in 2022.

In the first half of 2023, sales to the US increased by 54% compared to 2022, driven by a significant increase in prices for hard cheese, as annual sales contracts with some US producers are concluded in advance. In this case, the contracts were concluded while cheese prices were still high. This is the reason for the significant increase.

The Group also resumed exports of lactose to India after a hiatus of several years. In addition to lactose, the company also exports GRAND cheese there. Apart from India, the four main export countries for GRAND cheese are Greece, Italy, Romania and Germany.

One of the Rokiškio sūris Group's biggest goals remains the further penetration of hard cheeses, especially GRAND, into the European retail/Horeca market, i.e. to increase the sales of value-added cheeses, which is currently being worked on intensively and is showing good results.

As in the past, the Group continued to sell its usual products - cream, milk flour and additional products from the cheese-making process such as IBK and lactose - on export markets.

In the first half of 2023, the rapid decline in prices and demand, which started in the first half of the year, had an impact on the sales of whey products, which decreased by as much as 50%. The first half of the year was also not favourable for lactose sales, which started to decline in consumption/demand. This led to an increase in lactose residues in Europe and America, which further depressed the price of lactose.

Compared to the first half of 2022, the company increased its butter sales to the Middle East market by another 19%. The price of cream, converted into butter per unit of butterfat, was lower as before, so the company produced butter for the Middle East market instead of selling cream.

Sales on the local market

January - June 2023 the turnover of AB Rokiškio sūris Group in the local market amounted to EUR 52.800 million, or 16% lower than in the first half of 2022 (EUR 62.877 million).

The domestic market accounts for ~35-40% of the company's sales portfolio.

After a significant increase in dairy prices in 2022 (driven by both the surge in global dairy prices and rising costs/inflationary factors in Lithuania), the trend reversed in 2023 and the price level started to decline, and is likely to continue through 2023.

However, the fall in prices has led to a recovery in consumption, which had been declining for the past two years. This should mitigate the fall in sales turnover.

The company's products and brands (Rokiškio; Rokiškio Naminis; Rokiškio GRAND ; BiFi Active and others) are widely known and appreciated by Lithuanian consumers, and the company's future goals are to maintain/increase the share of the domestic market. Group's strongest positions are in the categories of sour dairy products (kefir, buttermilk), cheese, processed cheese, sour cream and butter. In recent years, the curd line has been substantially modernised in the Utena production unit, allowing the most efficient technology and the highest quality product on the market.

Another notable trend is the increasing share of private labels in the supermarkets' assortment, which has risen to tens of percentages in some categories. The company is also participating in this segment in line with the needs of its partners.

Accordingly, the number of SKUs of private label brands on the shelves is decreasing, with the number of SKUs in the company's portfolio dropping from 160 to 130 over the years. In line with the trend, the company is trying to manage its retail portfolio efficiently, with a view to eliminating shrinking segments while maintaining mass production, and is looking for opportunities to achieve shelf-life periods that are attractive to retailers.

Group sales by market
Sold
Countries Jan-Jun 2023 Jan-Jun 2022 Change
kEUR % kEUR % %
Lithuania 52 800 35.65 62 877 37.38 -16.03
Europe 75 566 51.02 89 705 53.33 -15.76
Middle East 10 491 7.08 8 248 4.90 27.19
Far East 4 768 3.22 4 623 2.75 3.14
North America 3 911 2.64 2 372 1.41 64.88
Other countries 570 0.38 392 0.23 45.41
TOTAL: 148 106 168 217 -11.96

10. Products, brands and achievements

1st half of 2023 AB ROKIŠKIO SŪRIS Group has received a high rating from the EcoVadis sustainability system. It scored 57 points. We are proud of the high environmental score (70 points), but we still need to improve in other areas. Excellent results.

According to an independent study conducted by SB Insight, a research company based in Sweden, AB ROKIŠKIO SŪRIS was ranked among the top 20 most sustainable brands for the fourth consecutive year.

According to the researchers, the Sustainable Brand Index reveals how consumers perceive a brand through the lens of sustainability, in line with the United Nations Sustainable Development Goals (SDGs).

TRUSTED DAIRY PROFESSIONALS!

AB ROKIŠKIO SŪRIS group of companies keeps pace with global trends by producing only exceptional products with high added value.

Rokiškio NATURALUS yoghurt, made from only two ingredients milk and live bacteria cultures. All the genius is in the simplicity.

WHAT WE DO WELL TODAY, WE WILL DO EVEN BETTER TOMORROW!

The Rokiškio NAMINIS dairy product line is due for renewal in the first half of 2023.

The NAMINIS brand, which has been on the market for almost two decades and has been awarded with various prizes such as the most Lithuanian brand, Best Buy, etc., is slowly being renewed. This is a very important change, which is also welcome and symbolises a new beginning to adapt to the dynamic market trends.

11. Risk factors and risk management

Risk is understood as the impediment to the achievement of objectives due to potential events and their potential impact on the business. The Company's objectives include both long-term strategic goals and specific actions related to operations. The Company's Board is responsible for managing the Company's risks and assessing the adverse impact on the objectives and results. The identification and management of specific risks is assigned to the relevant functions within the Company. The level of risk is assessed in both strategic and operational decision-making, taking into account the external and internal environment. Risk management is integrated into the Company's business processes, so that potential risks are continuously monitored and analysed.

The Group's core business is milk processing. The dairy processing business is linked to raw material suppliers, competition in the raw milk market and fluctuations in raw milk prices. Shortages of raw milk, which lead to continuous volatility in milk prices, may affect the Issuer's results of operations.

Specialisation in the production of fermented cheeses is the main revenue driver. The cheese maturation process is rather long, which makes it difficult to react quickly to changes in the market and may affect the company's results. In addition, there is strong competition for dairy products on the domestic and export markets, cheaper Polish products and the Russian market ban limits sales.

The Group's credit risk relates to receivables. The risk of default by partners is controlled. The Group has credit insurance cover for its customers. For customers with higher financial risks, a system of prepayment of goods is in place.

The Group's activities are subject to regular food safety, environmental and social responsibility audits. Food safety systems are in place and operational in the Group. Three years since the IFS Food Verssion 7 standard was installed. The GLOBAL QUALITY auditors' assessment (2021m-97.59%,2022m-98.18%,2023m-97.51%) confirms that the safety and quality of the products and production processes are at the highest level. A company with such a high rating has greater opportunities to expand into new markets, gain a competitive advantage and increase consumer satisfaction.

The company (Lactose, WPC, butter, skimmed milk flour, fermented cheeses) has been granted specific quality certificates by HALAL and KOSHER (Lactose, WPC, skimmed and whole milk powder, buttermilk powder, butter). This ensures consumer confidence in product safety. Certified organic products are produced and labelled with additional information.

The Group's management's objective is to produce safe and high quality dairy products with the lowest possible environmental impact.

The Group is constantly looking for opportunities to optimise production, reduce costs and seek to minimise and manage risk factors to the maximum extent possible.

Risk factor Risk nature Risk management
Economic Small farms; To mitigate potential risks and their
factors:
Raw material
supply
Seasonality;
Competition;
Lack
of
a
long-term
public
regulatory framework.
Evolution
of
raw
milk
prices
during
winter
and
summer
periods.
Significant milk price movements
on world markets.
impact, milk producers are paid milk
price
premiums
for
long-term
cooperation,
higher
milk
quality,
loyalty and balancing seasonality in
milk production.
Risks
are
managed
by
additional
imports of milk from other countries
(Estonia, Latvia) and by diversifying
the purchase of raw milk from different
sized suppliers
in Lithuania.
Sales of
products
The group's principal activity is
milk processing. Its main product
is rennet cheese. Revenue from
the sale of cheese accounts for the
majority of revenue.
The
Company's
revenue,
profit
and cash flow may be adversely
affected by changes in demand
and
prices
in
the
markets
for
cheese and other products such as
milk sugar, butter, WPC.
The production of long-ripened
hard
cheese
is
a
lengthy
Finding alternatives to imports.
Increasing the product range.
Finding new markets.
Cooperation with business partners.
Risk assessment of each customer.

Risk factors:

technological process which takes
between 9 and 24 months. This
lengthy
process
may
have
a
negative impact on the company's
cash
flow
and
results
of
operations.
Internal competition between local
producers.
Cheaper Polish production on the
Lithuanian market.
Increase in the volume and range
of cheaper products from other
EU countries.
Environmental
factors
Our
activities
consume
large
amounts of energy and natural
resources. This poses a risk of
environmental
pollution
directly
and/or indirectly, as well as air
pollution
from
technological
installations.
Vehicle
replacement,
maintenance,
control of operating conditions.
Increasing the hybrid fleet.
Choice
of
suppliers
of
energy
resources.
Resource
saving,
accounting
and
control measures.
Control, automation, modernisation of
technological processes.
Monitoring
the
use
and
impact
of
natural resources.
Steam condensate return system from
remote installations.
Increasing the use of secondary water
for washing plants.
Installing a 1.6 MW heat pump, which
saves about 10% of the purchased
thermal energy per year.
Identification of priority sustainability
themes
to
inform
the
sustainability
strategy
Use of chemicals. This poses risks
to
workers,
products
and
the
environment.
Employee training, personal protective
equipment.
Accounting and control.
Process automation.
Physical environmental pollution:
noise, smell, light
Control measurements and assessment.
Installation of technical instruments.
Focus
on design.
Treatment
of
industrial
and
Maintenance,
operating
conditions,
surface wastewater. Discharge of process control.
pollutants
with
industrial
and
surface wastewater.
Pollutant
concentration
studies,
discharge accounting.
Use of the reserves of the urban waste
water treatment plant.
Cleaning and maintenance of sand oil
traps and effluent.
Improper management of waste Waste sorting and accounting.
from operations poses a threat to Ensuring proper storage conditions.

the environment Process management, staff training.
Handing over to legitimate handlers.
Regulation and compliance. Risks
are manifested in the high volume
of
regulation
and
changes
in
legislation.
Certified
management
system
compliant
with
ISO
14001:2015
Environmental Management Systems.
Requirements and guidelines for use.
Continuous assessment of legislation
and
developments.
Reporting
and
evaluation of the established reports.
Environmental
concerns
of
residents, neighbouring businesses
and
local
authorities.
The
company
is
located
in
an
industrial area of the city and is
adjacent to both other businesses
and residential areas.
Disseminating
information
about
company news in the local press and on
the internet.
Active
cooperation
with
local
authorities,
residents
and
business
communities.
Assessing
the
impact
of
planned
activities
in
accordance
with
the
established procedures
Climate
control
systems
have
been
installed in the production facilities,
which
not
only
maintain
the
set
temperature and humidity parameters,
but also
operate in a recuperative mode.
Energy risks We consume a lot of electricity,
heat and water in our operations.
All
production
and
non
production
equipment
relies
on
electricity to operate. This poses a
risk to the uninterrupted supply of
electricity.
The supply of electricity, thermal
energy
(steam)
and
water
influences
the
production
and
technological processes.
Electricity
is
supplied
by
an
independent energy supplier under the
terms of a contract. Distribution is
provided by the Energy Distribution
Operator.
Medium-voltage switchgear is fed from
two independent sources, which feed
the power transformers. In the event of
a voltage failure in one substation, the
other is immediately supplied.
We have installed 90 MW of solar
power plants.
Constant updating of power quality
(reactive power compensators). Real
time enterprise optimisation system.
Thermal
energy
is
supplied
by
centralised
urban
heating
networks
using biofuels (wood) in Rokiškis and
Utena. We also generate our own heat
with two boiler plants in Utena and
Ukmergė, which use natural gas.
We have strict contractual conditions
for
the
supply
of
thermal
energy
(steam),
defining
maximum
requirements
for
pressure
and
temperature.
Installed
steam
heat
metering
to
control
and
ensure
consumption
and
needs
of
the

respective workshops. Boilers for hot
water production.
The heat pumps installed recover part
of the heat from the environment and
reduce
the
amount
of
purchased
thermal energy by 10%.
Rokiškio receives most of its water
supply from its own waterworks and
treats its waste water in its own plants.
The
technological
operation
of
the
wastewater treatment plant is strictly
controlled, monitoring is carried out
and reports are submitted and made
public
in
accordance
with
the
established
procedures.
Part
of
the
water
is
purchased
from
the
city's
waterworks and part of the wastewater
is
treated
by
the
city's
water
management
company.
The
water
supply
and
wastewater
treatment
services for companies in Utena and
Ukmergė are provided by the urban
water management companies.
Food safety
and quality
Existing and potentially hazardous
risk factors - biological, chemical,
physical, allergens.
Risk factors and their assessment
cover
the
entire
product
production
chain,
from
the
purchase of raw materials to the
delivery to the customer
Based on the level of risk identified,
and
in
accordance
with
the
methodology approved by the Codex
Alimentarius Commission, categories
of
control
measures
and
the
management of the risks identified are
defined.
Risk assessment consists of an
evaluation of the likelihood of a
risk
factor
occurring
and
the
severity of the consequences
Assessment of the effectiveness of
operational controls to reduce risks to
an acceptable level;
Establishment of the necessary action
plans to improve the control system;
Regular risk measurement, assessment
and monitoring of objectives
Information
security
IT risks relate to the use of illegal
software, lost and unrecoverable
data and vulnerabilities.
Only legal, licensed IT software is used
to avoid potential threats.
A
configurable
firewall
is
used
to
protect against unauthorised access to
the company from outside.
Unauthorised
access
to
data
is
restricted by giving employees only the
rights and roles they need to do their
job.
A test environment is used to test
changes to applications. Data loss is
prevented by backing up data.
Antivirus software is installed on all

company computers.
Old computer equipment is replaced by
new
equipment
with
supported
software versions.
Occupational Inadequate workplace design; Workplaces and work equipment are
risk factors: Failure to comply with the general maintained. Any deficiencies that may
Physical minimum requirements for work affect workers' health and safety are
factors equipment; corrected.
Mobile
self-propelled,
non-self
Work equipment controls are clearly
propelled work equipment; visible, identifiable and labelled. Work
Potentially hazardous equipment; equipment is equipped with a control
Stability
and
robustness
of
system that allows it to be stopped
structures; completely and safely. Emergency stop
Escape routes and exits; devices
shall
be
provided
for
this
Fire detection and extinguishing; purpose. Where there is a risk of injury
Electrical installation; to a worker as a result of mechanical
Activities of other companies in contact with moving parts of the work
the performance of services and equipment, such parts shall be covered
other works for the company. by guards and protective devices shall
be fitted to prevent access to dangerous
areas. Work equipment shall bear the
necessary safety and health signs to
ensure the safety of workers. Workers
shall receive the necessary information
on the use of work equipment, on-the
job training and instruction, i.e. they
shall be made aware of the hazards they
may encounter as a result of work
equipment.
Mobile work equipment shall be so
equipped
and
constructed
as
to
minimize the risks to the worker. Such
equipment
is
subject
to
regular
maintenance,
training
and
periodic
health checks.
Potentially hazardous installations are
operated in accordance with the Law
on
Maintenance
of
Potentially
Hazardous
Installations.
Potentially
hazardous installations are supervised
and potentially hazardous installation
supervisors are appointed.
Employees
working
with
potentially
hazardous
equipment
are
trained,
periodically
checked
for
their
knowledge,
and
undergo periodic health checks.
To ensure the stability and robustness
of structures, maintenance is carried
out in accordance with the technical
building regulation. It includes regular
monitoring
of
the
condition
of

structures, as well as periodic and specialised inspections.

Evacuation routes shall be maintained and marked.

Appropriate fire extinguishing equipment and fire safety engineering systems are in place, taking into account the dimensions and purpose of the buildings, the equipment in the buildings, the characteristics of the materials stored in the buildings, and the number of employees in the workplaces. Fire extinguishers and fire safety engineering systems are subject to maintenance testing. The fire reservoir has been reconstructed. It is fully compliant with the relevant laws as foreseen by the LR. The fire extinguishing equipment is labelled. A ventilation system is installed in the workplaces. Ventilation equipment is maintained and updated.

Fire safety training and drills are organised for the staff.

Hazardous areas in workplaces are marked.

Workstations have strong, stable floors. Workers are provided with special footwear that is slip-resistant.

Electrical wiring shall be installed in such a way as to avoid the risk of fire or explosion and to protect workers from direct or indirect contact with electrical wiring. Periodic resistance measurements of electrical installations shall be carried out in accordance with the procedures laid down by law.

In order to ensure the health and safety of workers and to avoid risks arising from the activities of another undertaking and risks to their workers from the activities of the company, a description of the procedures for cooperation and coordination shall be drawn up, and coordinating persons shall be designated.

Work equipment Use of personal protective equipment, compulsory health screening for noise, training for workers.

Physical: Noise

Light Inadequate or poorly installed or
maintained lighting in workplaces
is one of the key occupational risk
factors affecting workers'
emotional stress, reducing
productivity and increasing the
number of accidents.
Occupational risk assessments measure
lighting in workplaces. If the lighting
does not meet the hygiene standards,
the luminaires are replaced with new
LED luminaires. Their advantages are
lower
energy
consumption,
longer
lifetime and higher efficiency.
Chemical
factors
Use of chemicals in laboratory
testing, cleaning of work
equipment and facilities.
High-pressure
washing
stations
are
installed to fully control the doses of
chemicals
needed
for
cleaning
and
disinfecting rooms and to improve staff
conditions.
Occupational
risk
assessments
are
carried
out
in
workplaces where chemicals are used.
Mandatory health checks. Information
and
training
for
workers.
Use
of
personal protective equipment where
hazardous chemical agents are likely.
Artificial ventilation system installed.
Ergonomic
factors
Manual work exists in many
workplaces
An
occupational
risk
assessment
is
carried
out.
An
ergonomic
risk
assessment to prevent musculoskeletal
disorders.
Compulsory
health
screening.
Manual
and
electric
wheelchairs
are
used
to
reduce
ergonomic risks. Lifts are also used.
The company has introduced robotic
technology to avoid heavy lifting. Job
rotation is implemented.
In 2021, the GRAND cheese packaging
line
became
operational.
It
avoids
ergonomic
factors
such
as
lifting,
pushing,
prolonged
physical
effort,
repetitive forceful movements.
Social factors: Recruitment
and
placement
of
staff.
Search
for
workers
at
the
labour
exchange.
Cooperation
with
educational
institutions.
Staff
qualification
and
the
integration
of
staff
into
work
processes.
Recommendations from in-house staff.
Internal
company
resources
(encourages
employees
to
improve
their skills and qualifications).
The
company
has
a
system
of
performance
appraisal
and
development
of
employees.
Staff
development plans are drawn up each
year. Training is organised both by
sending employees to external seminars
organised by suppliers and within the

group.
Retaining
turnover.
staff and reducing The company strives to build a stable
workforce by fostering good relations,
providing
opportunities
for
development, growth, participation in
decision-making,
and
employee
benefits
under
the
Collective
Agreement.
These social factors are not solely
dependent
on
the
actions
of
the
company. The company may have to
increase
investment
in
robotic
production
processes,
i.e.
replacing
manual labour with robots.

12. Information on financial risk management objectives and hedging instruments used

The Company and the Group are exposed to various financial risks in the course of their business. The Group's overall risk management programme focuses on the unpredictability of the financial markets and seeks to mitigate any potential negative impact on the Group's financial performance.

The Group is insured against general civil liability arising from its operations and damage to the Group's products or services. The insurance policy is valid worldwide.

Risk management is carried out by the Company's management. There are no written principles for the management of general risks.

13. Key features of internal control and risk management systems relevant to the preparation of the consolidated financial statements

The preparation of the Company's consolidated financial statements, internal control and financial risk management systems, and compliance with the legislation governing the preparation of the consolidated financial statements are supervised by the Audit Committee.

The consolidated financial statements of Rokiškio sūris AB and the Company are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union.

The Audit Committee monitors the process of preparation of the Company's and Subsidiaries' financial statements, reviews IFRS to ensure that all changes in IFRS are implemented in the financial statements in a timely manner, analyses transactions material to the Company's and Subsidiaries' operations, ensures the collection of information from the Group's entities and the timely and accurate processing and preparation of that information for the purpose of the financial statements and informs the Company's Board of Directors of material internal control weaknesses in the financial statements identified by the external and internal audits, and makes recommendations for their correction.

The preparation of financial statements in conformity with IFRS involves making estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's knowledge of

current conditions and actions. The financial statements comprise the consolidated financial statements of the Group and the separate financial statements of the Company.

Subsidiaries (including special purpose entities) are entities in which the Group has control over the financial and operating policies. Such control is generally obtained by holding more than half of the voting shares. The existence and effect of any existing or convertible potential voting shares are taken into account in assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which the Group obtains control of those entities and are deconsolidated from the date on which control is lost.

The Audit Committee makes recommendations to the Board on the selection of the external audit firm and monitors the external auditor's and the audit firm's compliance with the principles of independence and objectivity.

14. Environment protection

The environmental policy of Rokiškio sūris AB is to strive for the efficient use of energy and natural resources, to reduce the negative impact on the environment, to implement pollution prevention measures, and to take care of the environment we live in. The Food Safety, Quality and Environmental Policy was updated on 14.01.2022 to promote a culture of sustainability among employees.

A Scope 1-2-3 assessment of the GHG emissions of the group of companies for the period 2021-2022 has been carried out in accordance with the GHG Protocol (GHG-greenhouse gases) and the Intergovernmental Panel on Climate Change (IPCC) guidelines.

All direct Scope 1 emissions are related to the Group's controlled activities: vehicle emissions, heat generation emissions, gas leakage. "Scope 2 emissions are indirect operational emissions generated by our energy suppliers (electricity and heat). We have included CO2, CH4, N₂O and fluorinated greenhouse gases (HFCs and PFCs) in the calculations, expressed as carbon dioxide equivalent.

Scope 3 assesses the areas that are most relevant to our work: 1. Purchased goods and services, 3. Fuel and energy related activities, 4. Upstream transport and distribution, 5. Waste generated in operations, 9. Transportation and downstream distribution.

The 2022 Annual Financial Report is accompanied by a Corporate Social Responsibility and Sustainability Report for 2021. The latter has been prepared in accordance with the GRI standard (GRI-Global Reporting Initiative).

Our activities contribute mainly to the 10 Sustainable Development Goals, while in the environmental field we focus on 4 goals: 6 Clean Water and Sanitation, 7 Affordable and Clean Energy, 12 Responsible Consumption and Production, 13 Combating Climate Change.

We are committed to reducing Scope 1 and 2 greenhouse gas emissions by a quarter by 2025, and to becoming a neutral market player by 2050.

Internal environmental procedures govern the organisation's environmental and energy performance accounting activities. In accordance with these procedures, the data is analysed and presented to the management. Proposals are made to achieve targets and improve processes, improvement plans are drawn up and investments are made to implement the plans. We are committed to the Paris Agreement to keep temperature rise below 2˚C and to work towards keeping global warming below 1.5˚C. This is a science-based long-term goal.

The company has four environmental monitoring programmes to monitor and analyse potential environmental impacts. No adverse environmental impacts have been identified and reports are submitted to the Environmental Protection Agency.

UAB "Rokiškio pieno gamyba", due to strong changes in the market prices of fossil energy resources, in the second quarter of the year significantly reduced the previously used natural gas in its own boiler house to heat from UAB "Utenos šilumos tinklai", and to thermal energy from biofuel.

The transport fleet is gradually being renewed. In the first half of this year, 12 new vehicles were purchased: 4 trucks (N3), 8 light vehicles (M1, N1), 3 of them with hybrid drive (15 units in total).

A long-term strategic action plan is being developed to meet climate change targets.

15. FINANCIAL RESULTS OF THE OPERATIONS

Financial indices 2023 06 30 2022 06 30 Change
+/- %
Sales revenue thou. eur 148,106 168,217 -20,111 -
11.96
Gross profit thou. eur 13,227 19,643 -6,416 -32.66
EBITDA thou. eur 6,615 11,844 -5,229 -44.15
EBIT thou. eur 1,759 7,298 -5,539 -75.90
Operating profit thou. eur 1,174 7,087 -
5,913
-83.43
Profit before tax (EBT) thou. eur 1,794 5,781 -3,987 -68.97
Fixed assets thou. eur 87,621 84,415 +3,206 +3.80
Current assets thou. eur 134,703 135,291 -588 -0.43
Total assets thou. eur 222,324 219,706 +
2,618
+1.19
Shareholders' equity thou. eur 147,964 144,744 +3,220 +2.22
Profitability (%)
Return on assets [ROA] % 0.79 3.45 -2.66
p.p.
-
Return on equity [ROE] % 1.20 4.03 -2.83
p.p.
-
Gross profit margin % 8.93 11.68 -2.75
p.p.
-
EBITDA margin % 4.47 7.04 -2.57
p.p.
-
EBIT margin % 1.19 4.34 -3.15
p.p.
-
Return on constant capital employed % 0.79 4.21 -3.42 p.p. -
[ROCE]
Profitability ratio % 1.21 3.44 -2.23
p.p.
-
Financial structure
Liabilities/equity ratio coef. 0.50 0.52 -0.02 -
Equity to assets ratio coef. 0.67 0.66 +0.01 -
Debt to equity ratio coef. 2.14 2.21 -0.07 -
Market value indicators
Number of ordinary registered shares thout. 35,868 35,868 - -
Price per share at end of period eur 2.94 3.00 -0.06 -2.00
Market capitalisation at end of period thou. eur 105,452 107,604 -2,152 -2.00
Share price to earnings per share ratio [P/E coef. 58.80 17.65 - -
ratio]
Net earnings per share 0.05 0.17 -0.12 -

Interim report and financial statements of ROKIŠKIO SŪRIS AB for the 6 months ended 30 June 2023

Ratio Method of calculation Meaning of ratio
EBITDA Earnings
before
Interest,
Tax,
EBITDA

Operating
profit
before
Depretiation and Amoritization depreciation of fixed assets, amortization and
impairment costs helps investors to assess the
potential for profit before investing in fixed
assets.
EBITDA margin EBITDA / Income EBITDA - the relationship with income
shows
the
effectiveness
of
company
performance
EBIT Profit before tax and interest, i.e. net EBIT – operational profit. EBIT is a very
profit + income tax + financial activity important
indicator,
as
all
liabilities
to
costs. creditors are paid from the operational profit.
This indicator well reflects the company's
ability to generate cash flow.
EBT Profit before tax, i.e. net profit + profit Profit before deduction of income tax and
tax. investing and financing activities at net value
Return on assets [ROA] The ratio of EBIT for the past 12 This
indicator
shows
how
much
the
months to the average of the total company's assets are effectively managed, i.e.
assets over the past 12 months. share of net profit to every euro of the
company's assets, which is one of the most
popular valuation rates
Return on equity [ROE] The ratio of the net profit of the last 12
months to the average equity of the last
The return on equity shows how much euro s
of net profit is attributable to one euro of
12 months. equity. This indicator is important for the
shareholders, taking into account their past
return on investment.
Returned
on
Capital
The ratio of operating profit (EBIT) to The ROCE Profitability Index evaluates the
Employed [ROCE] operating income over the last 12 recoverability of funds required by the firm
months
and
the
average
capital
for its regular operations. It is often compared
employed over the past 12 months. to the loan rates on the market of that year.
ROCE is considered to be above the cost of
borrowed capital at that time.
Liability to equity ratio Liability/Equity capital The ratio of liabilities to equity shows what
the total amount of long-term and short-term
liabilities of the company is per euro of
equity.
Debt-to-assets ratio Financial debts (long-term + short Its a financial indicator comparing company's
term) / Assets financial debts with its entire assets. The
coefficient shows what part of the company's
assets is financed by borrowed funds.
Debt-to-equity ratio Financial debts (long-term + short This is one of the key financial leverage
term) / Equity indicators. The debt-to-equity ratio shows
how many euros of short-term and long-term
debt are per euro of equity. In calculating
debts, all liabilities of the company related to
Debt ratio Net Debt / Equity interest payment are assessed.
The ratio of net financial debt to equity shows
how many long-term and short-term financial
debts related to interest payments minus
available cash and other highly liquid short
term financial assets are attributable to one
equity euro
General liquidity ratio The ratio of current assets to current The current liquidity ratio shows the ability of
liabilities the company to settle short-term liabilities
using its current assets.
Price/earnings ratio (P/E Share price at end of period / (Net The share price/earnings ratio reflects how
ratio) profit / Number of shares) much investor pays for one euro of net profit
earned by the company in the past period.
Net earnings per share Net profit / Number of shares Earnings per share show how much of the net
profit earned by the company is attributable to
one share in circulation.

Profit/(loss) statement

As at 30 June 2023, the sales revenue of the Rokiškio sūris Group amounted to EUR 148,106 thousand. The main part of the revenue is 96% from sales of cheese and other dairy products. Compared to 6 months 2022, the company's sales revenue decreased by 12%.

Sales of fermented cheeses fell by 17% in the first half of this year, to EUR 17,362 thousand.

The main contributor to the fall in sales was the 31% fall in sales of fresh cheeses, due to a significant drop in selling prices.

Due to the changing global dairy market situation, cheese production in the first half of the year was more focused on hard long-ripened cheeses. Hard cheese sales increased by EUR 7,669 thousand.

Sales of milk sugar and other whey products were performed thanks to long-term contracts, but at lower prices than in 2022. Sales prices for butter and export cream also fell.

Sales of milk sugar and other whey products performed well thanks to long-term contracts. Milk sugar sold at higher prices and export sales of cream and butter also increased.

On the fresh dairy market, there were no significant changes in sales volumes, with small increases due to price and mix changes.

Costs:

In the first half of 2023, the Group incurred costs of EUR 134,879 thousand, a decrease of 9% compared to the same period in 2022 (EUR 148,574 thousand).

The main contributors to the change in costs are the increase in the cost of raw milk, energy, services, materials and fuel.

AB Rokiškio sūris Group generated consolidated unaudited net profit of EUR 1,794 thousand in the first 6 months of 2023. Within 6 months in 2022 the Group generated a consolidated net profit of EUR 5,781 thousand.

The Group's underperformance is due to a significant fall in the prices of fresh fermented cheeses, milk sugar and other whey products and fats (butter, cream) in the first half of 2023. Long-ripened hard cheeses were sold from leftovers, when production was carried out at very high prices for raw materials, supplies and energy inputs.

The operating profit margin for 6 months 2023 is 1.19%, while the operating profit margin for 6 months 2022 was – 4.34%.

EBITDA for the first half of 2023 amounted to EUR 6,615 thousand, i.e. 1.79 times lower than in 2022 (EUR 11,844 thousand).

The EBITDA margin for the first half of 2023 was 4.47% (first half year 2022: 7.04%).

16. Group business plans forecasts and investments 2023

The investment objective of AB Rokiškio sūris is to continue to increase the efficiency of production, focusing on production units, modernisation, repair and renewal of their equipment, as well as on energy resources (steam, electricity, compressed air), water distribution and preparation for production activities.

As every year, investment is planned to address environmental issues and to implement sustainability. Investments will also be made in works and repairs on the shop floor and in production-related departments.

The Group expects to invest EUR 10.8 million in 2023 to achieve its objectives and to expand.

The value of investments made by the Rokiškio sūris Group in the first half of 2023 is EUR 6.7 million.

The main and largest investment of the first half of the year, amounting to EUR 1.7 million, is the construction of the Grand Cheese Warehouse and the installation of equipment at AB Rokiškio sūris.

EUR 0.8 million was invested in the purchase of a modern specialised vehicle, for which support was received under the measure "Investments in tangible assets" under the Operational Area "Processing, marketing and/or development of products" of the Lithuanian Rural Development Programme 2014- 2020.

Investing in production service bars remains an important issue both now and in the future. Their activity is the rational allocation of energy resources, identifying the hot spots of energy consumption: compressor station, energy farm, water treatment, efficient use of "cow" water for technological purposes. The refrigeration equipment of the cheese ripening chambers has been upgraded.

The subsidiary UAB Rokiškio Pienas Gamyba invested in a milk reception department and acquired a cottage cheese packing line in the fresh dairy products shop. The total value of the investment is EUR 0.6 million.

Rokiškio sūris AB is a well-known professional in the dairy industry, which is pursuing key longterm development and sustainability goals, constantly looking for new innovative solutions. The Group's main and daily task is to increase its competitiveness in the region and in the international market, to develop new products that meet the highest safety and quality requirements.

Plans for sales markets

The most important and key challenge for the Company in 2023 is to launch and expand sales of Grand cheese in the retail and foodservice markets in the EU and the US. On the Lithuanian market, the Company plans to maintain sales at least at the current level (market share in Lithuania ~ 22%), by purifying the most valuable segments and aiming at reducing the total number of assortment, which is a common market trend (shelf SKUs are planned to be reduced by supermarket chains).

One of the priority sales areas is to strengthen sales of fresh produce and fermented cheeses in the neighbouring Baltic countries.

INFORMATION ON THE COMPANY'S SHAREHOLDERS AND SHARES

17. Information on the Company's share capital

As at 30 June 2023, the authorised capital of Rokiškio sūris AB consisted of:

Type of shares Quantity of
shares
(pcs)
Nominal
value
(EUR)
Total nominal
value (EUR)
Share of
authorised
capital (%)
Ordinary registered shares 35 867 970 0.29 10,401,711.30 100

18. Company contracts with brokerage firms

AB "Rokiškio sūris" has concluded an agreement with UAB FMĮ "Orion securities" (A.Tumėno g. 4, LT-01109 Vilnius, tel. (8-5) 231 38 33, [email protected]) for the management of accounting of securities issued by the Company and provision of investment services.

19. Data on trading in the issuer's securities on regulated markets

35 867 970 ordinary registered shares of AB "Rokiškio sūris" are listed on the Nasdaq Vilnius Baltic Official List. (symbol RSU1L). Nominal value per share EUR 0,29.

The Nasdaq Vilnius Stock Exchange is the only trading market for the Company's shares. The Company has been listed since 25 July 1995. The Company's shares are included in the OMX Baltic Benchmark Index.

The Company has not issued any debt securities to the public.

There are no debt securities registered and issued for non-public circulation.

There are no securities which do not represent a participation in the authorised capital but whose circulation is regulated by the Securities Law of the Republic of Lithuania.

No trading on other stock exchanges and other organised markets.

Company's share trading statistics:

6 months 2023 6 months 2022 6 months 2021
Last trading
session price, EUR
2.94 3.00 2.94
Maximum price, Eur 3.06 3.10 3.12

Lowest price, Eur 2.84 2.58 2.80
Turnover, pcs. 48,502 150,341 134,628
Turnover, thousand EUR 142 435 392
Capitalisation, EUR, thousands. EUR 105,452 107,604 105,452

Dynamics of the Company's share price and turnover on the stock exchange Nasdaq Vilnius 01/01/2023-30/06/2023

Price – EUR Source – AB Nasdaq Vilnius website: https://nasdaqbaltic.com/statistics/en/instrument/LT0000100372/trading

Dynamics of the company's share price and turnover on the stock exchange Nasdaq Vilnius over 4 years (2019.06-2023.06)

Source – AB Nasdaq Vilnius website: https://nasdaqbaltic.com/statistics/en/instrument/LT0000100372/trading

Source – AB Nasdaq Vilnius website: https://nasdaqbaltic.com/statistics/en/charts

20. Restrictions on transfer of securities

There are no restrictions on holdings of securities or requirements to obtain the approval of the company or other security holders.

21. Procedure for amending the company's articles of association

The Articles of Association of the Company shall be amended in accordance with the procedure provided for by the laws of the Republic of Lithuania and the Articles of Association of the Company. The decision to amend the Company's Articles of Association shall be taken by the General Meeting of Shareholders of the Company by a qualified majority of 2/3 of the votes cast by the shareholders present at the meeting, except for the exceptions provided for in the Law on Joint-Stock Companies of the Republic of Lithuania.

If the General Meeting of Shareholders adopts a decision to amend the Articles of Association of the Company, a new version of the Articles of Association shall be drawn up and signed by a person authorised by the General Meeting of Shareholders.

All amendments and additions to the Articles of Association of the Company shall enter into force only upon their registration in accordance with the procedure established by the legislation of the Republic of Lithuania.

22. Information on the Company's shareholders

The total number of shareholders of AB Rokiškio sūris on 30 June 2023 was 5 548.

Shareholding held by a group of shareholders (30/06/2023):

Name, surname
Name of company
Address Ownership of With persons
acting jointly
Company code Number of
ordinary
registered
shares
Share of
capital and
votes %
Share of
capital and
votes %
Pieno pramonės investicijų
valdymas, UAB
Company code 173748857
Pramonės g. 3,
Rokiškis
Lithuania
9 758 312 27.21
SIA RSU Holding, reg.
No. 40103739795
Elizabetes iela 45/47,
LV-1010 Riga
8 953 883 24.96
Antanas Trumpa
Company's Board
Chairman
Sodų 41a, Rokiškis
Lithuania
7 088 663 19.76 81.93*
Fonterra (Europe)
Coöperatie U.A.,
CCI 50122541
Barbara Strozzilaan
356-360, EurBld2, 3e
verdieping, 1083HN
Amsterdam,
Netherlands
3 586 797 10.00
INVL Asset
Management, UAB
(investment and pension
funds)
Gynėjų g.14, Vilnius
Lithuania
2 077 674 5.79

*The group of persons acting jointly consists of UAB Pieno Industriu Invest valdymas (27.21% of the Company's authorised capital and votes), SIA RSU Holding (24.96% of the Company's authorised capital and votes), the strategic investor Fonterra (Europe) Coöperatie U.A. (10.00% of the Company's authorised capital and votes), Antanas Trumpa (19.76% of the Company's authorised capital and votes).

The basis for the group of persons acting together is the shareholders' agreement signed on 13.10.2017. The purpose of this agreement is:

  • to regulate, where appropriate, the relationship between the shareholders, the strategic investor and the Company;
  • ensure joint action in the development of the Company;
  • agree on specific conditions and restrictions on the disposal of the Company's shares;
  • enable the shareholders and the strategic investor to protect their interests in relation to their investment in the Company.

23. Shareholders' rights

Shareholders have the following non-proprietary rights:

1) attend general meetings of shareholders;

2) to submit to the company in advance any questions relating to the agenda of general meetings of shareholders;

3) vote at general meetings of shareholders in accordance with the rights attached to the shares;

4) to receive the information about the company referred to in Article 18(1) of the Law on Joint Stock Companies of the Republic of Lithuania;

5) to file a lawsuit with the court, requesting to compensate the company for damages incurred as a result of non-performance or improper performance of the duties of the company's manager and members of the Management Board, as set out in the Law on Companies of the Republic of Lithuania and other laws, as well as the company's Articles of Association, and in any other cases provided for by law;

6) to obtain the information referred to in Article 89(6) of the Law on Markets in Financial Instruments on a public limited liability company whose shares are admitted to trading on a regulated market;

7) other non-property rights established by the laws of the Republic of Lithuania.

Shareholders have the following property rights:

1) receive a share of the company's profits (dividend);

2) to receive company funds when the company's share capital is reduced in order to pay out company funds to shareholders;

3) to receive shares free of charge when the authorised capital is increased from the company's funds, except for the exception provided for in Article 42(3) of the Law on Joint Stock Companies of the Republic of Lithuania, and in the case provided for in Article 471 of the Law on Joint Stock Companies of the Republic of Lithuania;

4) the right of first refusal to acquire shares or convertible bonds issued by the company, except in the event that the General Meeting of Shareholders decides to waive the right of first refusal for all shareholders in accordance with the procedure set out in the Law on Companies of the Republic of Lithuania;

5) to lend to the company in the manner prescribed by law, but the company shall not be entitled to pledge its assets to the shareholders when borrowing from its shareholders. When a company borrows from a shareholder, the interest shall not exceed the average interest rate of commercial banks in the place of residence or business of the lender at the time of the conclusion of the loan agreement. In such a case, the company and the shareholders are prohibited from agreeing on a higher interest rate;

6) to receive a share of the assets of the company in liquidation;

7) to have other property rights provided for by the laws of the Republic of Lithuania.

The rights referred to in paragraphs 1, 2, 3 and 4 shall be vested in the persons who were shareholders of the company at the end of the tenth business day following the date of the general meeting which adopted the relevant resolution.

24. Shareholders with special control rights and descriptions of those rights

No shareholders with special control rights.

25. Information on any restrictions on voting rights

No shares with restrictions on voting rights.

26. Details of repurchases of the issuer's own shares

During the reporting period (1 January 2023 - 30 June 2023) AB Rokiškio sūris did not acquire or dispose of any of its own shares.

Based on the repurchases of treasury shares in previous years, the following shares will be repurchased as at 30 June 2023 Rokiškio sūris AB held 861 274 treasury shares, representing 2.40 % of its authorised capital. The total nominal value of the treasury shares to be acquired, together with the nominal value of the treasury shares already held, shall not exceed 1/10 of the Company's authorised capital.

The Company has established a reserve of EUR 10.850 million for the acquisition of treasury shares. The shares were acquired through the official offering market of the Nasdaq Vilnius Stock Exchange. The total price of the shares acquired by AB Rokiškio sūris is EUR 2 108 397.82.

27. Dividends

The General Meeting of Shareholders decides on the allocation and payment of dividends when distributing the company's distributable profit.

The Ordinary General Meeting of Shareholders of AB Rokiškio sūris, held on 28 April 2023, approved the audited consolidated financial statements and the Company's financial statements for 2022 and the distribution of the Company's 2022 profit. Dividends were distributed in the amount of EUR 5 251 004.40 or EUR 0.15 per ordinary registered share.

Below are the details of the dividends declared and paid over the last 10 years:
---------------------------------------------------------------------------------- --
Year Dividends, Dividend per shatre,
EUR EUR
2013 1,015,578.08 0.0290
2014 Dividends were not paid
2015 2,341,737.37 0.0700
2016 3,228,117.30 0.1000
2017 3,586,797.00 0.1000
2018 3,506,165.30 0.1000
2019 3,500,669.60 0.1000
2020 3,500,669.60 0.1000
2021 3,500,669.60 0.1000
2022 5,251,004.40 0.1500

AB Rokiškio sūris has a Dividend Policy approved by the General Meeting of Shareholders on 27 April 2018. In accordance with this Dividend Policy, the Company's Board of Directors, when proposing to the General Meeting of Shareholders to allocate dividends, will be guided by the signed

Shareholders' Agreement, according to which 100% of the Company's profit for the financial period, less the Company's funds earmarked by the Board for CAPEX, working capital and/or other purposes, will be allocated to the dividends. In the event that the Company's Board of Directors foresees a significant amount of investments, which would result in the Company's profit for the financial period being insufficient to pay dividends in accordance with the dividend provisions described above, the Board of Directors of the Company will endeavour to maintain the continuity of the payment of the dividends for the previous financial periods, taking into account the Company's financial situation and the trend in the global dairy industry market.

The General Meeting of Shareholders may not resolve to declare and pay dividends if any of the following conditions are met:

(1) the company has outstanding obligations which have fallen due before the decision is taken;

(2) the amount of the distributable profit (loss) for the financial year under review is negative (loss);

(3) the company's equity is less than, or would become less if dividends were paid, than the sum of the company's share capital, statutory reserve, revaluation reserve and reserve for the acquisition of own shares.

A company that fails to pay its statutory taxes by the due dates cannot pay dividends, annual bonuses to board members and bonuses to employees.

Dividends shall be payable to those persons who, at the close of business on the record date for the rights of the General Meeting of Shareholders which declared the dividend (the close of business on the tenth business day following the date of the General Meeting of Shareholders which made the decision), were shareholders in the company or otherwise legally entitled to receive the dividend.

The company shall pay the dividend within 1 month from the date of the decision to distribute profits. The dividend may be in respect of a financial year or a period of less than a financial year.

Dividends for a period shorter than the financial year shall be granted by a decision of the general meeting of shareholders. Shareholders holding at least 1/3 of the total number of votes shall have the right of initiative in respect of dividends for periods of less than one financial year. A general meeting of shareholders whose agenda shall include the question of the granting of dividends for a period shorter than a financial year shall be held within 3 months of the end of the period for which the dividends are proposed to be granted, but no earlier than the approval of the set of annual accounts and the distribution of the company's profit (loss) for the preceding financial year, and no later than the end of the financial year.

Dividends for periods shorter than a financial year may be granted if all the following conditions are met:

1) the set of interim financial statements for the period of less than one financial year is approved;

2) the amount of profit or loss for the period of less than one financial year is positive (no loss);

3) the amount of the dividend payment does not exceed the amount of the profit (loss) for the period shorter than the financial year, the amount of the retained earnings (loss) for the previous financial year carried forward to the current financial year, less any part of the profit for the period shorter than the financial year which is required to be allocated to the reserves in accordance with the Law on Public Limited Companies of the Republic of Lithuania or the Articles of Association of the Company;

4) the company has no outstanding obligations which have fallen due before the decision is taken and, after payment of the dividend, would be in a position to meet its obligations in respect of the current financial year.

After the payment of a dividend for a period shorter than a financial year, the payment of a dividend for a period shorter than a financial year may not be made earlier than within 3 months.

COMPANY MANAGEMENT

28. The company's governing bodies

The Articles of Association of AB Rokiškio sūris, registered in the Register of Legal Entities, provide for the following governing bodies of the Company:

  • The General Meeting of Shareholders,

  • The Board of Directors,

  • The Chief Executive Officer of the Company (Director).

The Company does not have a Supervisory Board.

29. Corporate governance and organisational structure of the Company Group

The management structure of the Rokiškio sūris Group (hereinafter referred to as the Group) is organised according to the main functions, i.e. sales and marketing, production, financial management, milk purchasing, logistics and vindication. The functional directors formulate and develop the Group's strategy, tactics and objectives in accordance with their assigned functions.

30. Information on the competence and procedure for convening the General Meeting of Shareholders

The competence and convening procedure of the General Meeting of Shareholders shall not differ from the competence and convening procedure of the General Meeting of Shareholders set out in the Law on Companies of the Republic of Lithuania.

The right of initiative to convene the General Meeting of Shareholders of Rokiškio sūris AB shall be vested in the Management Board and the shareholders whose shares carry at least 1/10 of the total number of votes at the General Meeting of Shareholders.

The notice of the General Meeting of Shareholders of the Company to be convened shall be made public in the Republic of Lithuania and in all other Member States of the European Union, as well as in the countries belonging to the European Economic Area, at least 21 days before the General Meeting of Shareholders, in accordance with the procedure established by the Securities Law. The notice of convening the General Meeting of Shareholders shall be additionally published in the electronic publication "Public Notices of Legal Entities" published by the State Enterprise Centre of Registers in the source specified in the Articles of Association.

Persons who were shareholders of the company at the end of the record date of the meeting shall be entitled to attend and vote at the General Meeting of Shareholders or at a repeated General Meeting of Shareholders, in person, except for the exceptions provided for by law, or by proxy, or by a person with whom a contract of assignment of voting rights has been concluded. A shareholder's right to participate in a general meeting shall also include the right to speak and to ask questions. The record date of a meeting of a public limited liability company shall be the fifth business day preceding the general meeting or the fifth business day preceding a reconvened general meeting of shareholders.

A shareholder may vote in writing by completing a general ballot paper. The form of the General Ballot Form is available on the Company's website www.rokiskio.com in the Investors section and is also available with the draft resolutions submitted by the Company via the Central Regulated Information Submission Database. The completed General Ballot Form must be signed by the shareholder or his/her authorised person. The completed and signed by the shareholder or other person entitled to vote general ballot paper and the document confirming the right to vote shall be submitted to the Company in writing not later than on the last business day before the meeting, by registered mail to Pramonės g. 3, LT- 42150, Rokiškis, or by hand delivery to the Company during business days at the Company's registered office.

The Company does not offer the possibility to attend and vote at the meeting by electronic means.

A general meeting of shareholders may pass resolutions and shall be deemed to have been held when the shareholders holding more than ½ of the total number of votes are present. If a quorum is established, it shall be deemed to be present for the entire meeting. If a quorum is not present, the general meeting shall be deemed not to have been held and a reconvened general meeting shall be convened, which shall have the right to take decisions only on the agenda of the meeting that was not held and shall not be subject to the quorum requirement. The reconvening of the General Meeting of Shareholders shall be convened not earlier than 14 days and not later than 21 days after the date of the failed General Meeting of Shareholders. The shareholders shall be notified of the reconvened general meeting in the manner provided for in Article 261(3) of the Law on Companies no later than 14 days before the reconvened general meeting.

An ordinary general meeting of shareholders must be held annually at the latest within 4 months after the end of the financial year.

Shareholders holding shares carrying at least 1/20 of the total votes shall have the right to propose items to be added to the agenda. The proposal shall be accompanied by draft resolutions on the proposed items or, where no resolutions are required, explanations of each proposed item on the

agenda of the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing by registered mail to AB "Rokiškio sūris" at the address Pramonės g.3, LT-42150 Rokiškis, or by e-mail at [email protected]. The agenda shall be supplemented if the proposal is received not later than 14 days prior to the date of the General Meeting of Shareholders.

Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose new draft resolutions on the issues included in the agenda of the meeting. The draft resolutions shall be submitted in writing by registered mail to AB "Rokiškio sūris", Pramonės g.3, LT-42150 Rokiškis, or by e-mail to [email protected]. The shareholders shall also have the right to propose draft resolutions on the items on the agenda of the Meeting in writing during the Meeting.

Shareholders attending the General Meeting of Shareholders shall be registered in the shareholders registration list. This list shall indicate the number of votes that each shareholder holds.

A person attending a general meeting of shareholders and entitled to vote shall produce proof of identity. A person who is not a shareholder shall, in addition to this document, produce a document certifying that he is entitled to vote at the General Meeting. The requirement to produce proof of identity shall not apply to voting by written ballot in the form of a single ballot paper. The form of the general voting form is available on the Company's website at www.rokiskio.com under "Investors".

If a shareholder so requests, the Company shall, not later than 10 days before the General Meeting of Shareholders, send the General Ballot Paper by registered mail free of charge, or deliver it by hand and by signature. The completed postal ballot paper shall be signed by the shareholder or his/her authorised representative. The completed and signed blank ballot paper and the document confirming the right to vote shall be submitted to the company in writing not later than on the last working day before the meeting, by registered post to Pramonės g.3, LT-42150 Rokiškis, or by hand delivery to the company at the registered office of the company at the above address on working days.

Only fully paid-up shares confer the right to vote at other General Meetings. Each share carries one vote at a general meeting of shareholders.

The General Meeting of Shareholders shall have the exclusive right to:

1) amend the company's statutes;

2) change the registered office of the company;

3) elect the members of the Supervisory Board, or, in the absence of a Supervisory Board, the members of the Management Board, or, in the absence of a Supervisory Board or a Management Board, the Chief Executive Officer;

4) to dismiss the Supervisory Board or its members, as well as the Management Board or its members elected by the General Meeting of Shareholders and the Chief Executive Officer;

5) to elect and dismiss the auditor or audit firm for the audit of the annual financial statements, and to determine the terms of remuneration for audit services;

6) to decide on the approval of the remuneration policy of public limited liability companies whose shares are admitted to trading on a regulated market;

7) determine the class, number, nominal value and minimum issue price of the shares to be issued by the company;

8) to decide on the conversion of shares of one class of the company into shares of another class, and to approve the description of the procedure for the conversion of shares;

9) to decide to change the number of shares of the same class issued by the company and the nominal value per share without changing the amount of the share capital;

10) to approve the set of annual accounts;

11) to decide on the appropriation of profits (losses);

12) to decide on the creation, use, reduction and elimination of reserves;

13) to approve the interim financial statements drawn up for the purpose of deciding on the distribution of dividends for a period of less than a financial year;

14) to decide on the distribution of dividends for a period of less than a financial year;

15) to decide on the issue of convertible bonds;

16) to decide to revoke the pre-emptive right of all shareholders to acquire shares or convertible bonds of a particular issue of the company;

17) to decide to increase the share capital;

18) to decide to reduce the authorised capital, except for the exceptions provided for in the Companies Act;

19) to decide on the acquisition by the company of its own shares;

20) to decide on the allotment of Shares to employees and/or members of organs,

21) to approve the rules for the granting of Shares;

22) to decide on the reorganisation or demerger of the company and to approve the terms of the reorganisation or demerger;

23) decide on the restructuring of the Company;

24) to decide on the restructuring of the Company in the cases provided for by the Law on Corporate Restructuring;

25) to take a decision to liquidate a company, to cancel the liquidation of a company, except for the exceptions provided for in the Companies Act;

26) to elect and dismiss the company's liquidator, except for the exceptions provided for in the Companies Act.

The General Meeting of Shareholders may also decide on other matters falling within its competence under the company's Articles of Association, provided that, in accordance with the Companies Act, such matters do not fall within the competence of other organs of the company and are not essentially functions of the management bodies.

A decision of the General Meeting of Shareholders shall be deemed to be adopted when more shareholders vote in favour of it than against it, with the exception of items 1, 6, 7, 8, 9, 11, 12, 14, 15, 17, 18, 21, 22, 23, 24, 25 above, which shall be adopted by a 2/3 (two-thirds) vote of the total number of shares of all the shareholders present at the Meeting, and for item 16, the decision shall require 3/4 (three-quarters) of the votes of all the shares of the shareholders present at the General Meeting of Shareholders and entitled to vote on the matter.

31. Board of Directors of the Company

The Board of Directors is the collegiate management body of the Company, consisting of 6 (six) members. The members of the Board shall be elected and recalled by the General Meeting of Shareholders in accordance with the procedure established by the Companies Law. The members of the Board shall elect the Chairman of the Board. The number of terms of office of a member of the

Board shall be unlimited. Only a natural person may be elected as a member of the Board. A member of the Supervisory Board of the Company (if the Company has a Supervisory Board) and a person who is not entitled to hold such office under the law shall not be a member of the Board. The powers of the members of the Board are defined in the Companies Act and the Articles of Association of the Company.

If the Board is recalled, resigns or otherwise ceases to hold office before the expiry of its term of office, a new Board shall be appointed for a new term of office. If individual members of the Board are elected, they shall be elected only until the end of the term of office of the existing Board.

The Board may take decisions and a meeting of the Board shall be deemed to have taken place when 2/3 or more of the members of the Board are present. Members of the Board who have voted in advance shall be deemed to be present at the meeting. A decision of the Board shall be adopted by a greater number of votes in favour than against.

The members of the Board are paid bonuses for their work on the Board in accordance with the procedure set out in Article 59 of the Companies Law. The amount of royalties depends on the Company's performance. The General Meeting of Shareholders shall decide on the payment of bonuses.

The General Meeting of Shareholders of AB Rokiškio sūris, held on 28 April 2023, granted bonuses of EUR 30 thousand to the members of the Board of Directors.

No other additional payments are foreseen for the Chairman of the Board in relation to the incentive scheme.

The members of the Board have not delegated any authority to other persons to carry out the functions falling within the competence of the Board.

Board Members of Rokiškio sūris, AB:

(Elected at the Extraordinary General Meeting of the Company on 10.12.2021)

Work experience AB Rokiškio sūris has been operating since 1966. 1971 -
2017 Head of the Company (Director).
Education 1966 Kaunas Polytechnic Institute, specialist in food
industry
machinery
and
apparatus,
qualified
as
a
mechanical engineer. In 1979, at Kaunas Polytechnic
Institute, he defended his thesis as a candidate of
technical sciences entitled "Organisation of the work of
vacuum apparatus", for which he was awarded a PhD in
mechanical
engineering
on
12
October
1994.
The
doctorate degree was awarded by the Lithuanian Science
Council on 1994.
Shares in AB "Rokiškio sūris" Directly owns 7 088 663 shares (19,76 % of the
authorised capital and votes) Together with related
parties 29,387,655 shares (81.93 % of the authorised
capital and votes).
Participation in the activities of other Chairman
of
the
Board
of
Rokiškio
pienas
UAB
companies (company code 300561844, registered office address
Pramonės g. 8, Utena) and Rokiškio pieno gamyba UAB
(company code 303055649, registered office address
Pramonės g. 8, Utena).
A shareholder of UAB Pieno pramonės investicijų

Antanas Trumpa – the Company's Board Chairman (as from 13.12.2017)

valdymas (company code 173748857, adr. Pramonės
g.3, Rokiškis), holding 7 443 units, i.e. 73.84 % of the
shares and votes of UAB Pieno pramonės investi
valdymas.

Darius Norkus – Member of the company's board. Deputy Chairman of the Board.

Member of the Board since 2008 (re-elected for a new 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2021).

Work experience Since
2001
Sales
and
Marketing
Director
of AB
"Rokiškio sūris" (company code 173057512, address
Pramonės
g.3, Rokiškis).
Education Kaunas University of Technology, graduated engineer
(1993). Baltic Management Institute, Master's degree in
Business Administration (EMBA programme, 2000).
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Shareholder
of
UAB
Pieno
pramonės
investiciju
companies valdymas (company code 173748857, adr., Pramonės g.
3, Rokiškis), owns 4,07 % of the shares and votes of
UAB Pieno pramonės investiciju valdymas.
Director
of
UAB
"DairyHub.LT"
(company
code
305831304, address Kauno g. 65, Ukmergė). He has no
shares in this company.

Paul M Campbell - Independent member of the Company's Board.

Work experience Director
and
owner
of
Osmotics
Consulting
Ltd.
Osmotics
Consulting
provides
dairy
and
other
agricultural
companies
with
strategic,
M&A,
management and financial advice. Paul has over 35
years of experience in general management, setting up
and managing international joint ventures, marketing,
engineering and finance. Worldwide, Paul has worked
in Australia, USA, Japan, Latin America, Russia, China,
India, Europe and North Africa. Paul M. Campbell
currently
lives in London.
Education University of Canterbury, New Zealand, Chemical and
Industrial
Engineering.
Massey
University,
New
Zealand, Diploma in Dairy Science and Technology.
Shares in AB "Rokiškio sūris" No shares
Participation in the activities of other Mr. Campbell is a director of a multinational joint
companies venture in Brazil.

Ramūnas Vanagas – Member of the company's board.

Member of the Board since 2006 (re-elected for a new 4-year term of office on 10.12.2021 at the Company's Extraordinary General Meeting of Shareholders)

Work experience Since 2005 Development Director of AB "Rokiškio
sūris" (company code 173057512, address Pramonės
g.3, Rokiškis). Since 2020 Director of Milk Purchasing
at
AB
Rokiškio
sūris
(company
code 173057512,
address Pramonės g.3, Rokiškis).
Education Lithuanian Academy of Agriculture, specialisation in
economics and organisation.
Shares in AB "Rokiškio
sūris"
No shares.
Participation in the activities of other Shareholder
of
UAB
Pieno
pramonės
investiciju
companies valdymas, holds 4,07 % of shares and votes in UAB
Pieno pramonės investiciju valdymas (company code
173748857, adr., Pramonės g.3, Rokiškis); Member of
the Management Board of the Latvian company SIA
Jekabpils
piena
kombinats
(company
code
45402008851, registered office address Akmenu iela 1,
Jekabpils, Latvia), no shares.

Jonas Vaičaitis – Independent member of the Company's Board.

Work experience 1992-2018 m. Head of Branch, AB SEB Bank, Senior
Project Manager, Client Department.
Education Higher engineering degree, Kyiv Polytechnic Institute.
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Not involved in other companies.
companies

Thomas Jan de Bruijn – Member of the company's board.

(until the end of the current term of office (10.12.2025), elected on 07.10.2022 at the Extraordinary General Meeting of the Company).

Work experience M&A consultant at Deloitte (2011-2017)
Head of M&A at Fonterra Europe (2017-2019)
Head of Sourcing Fonterra Europe (2019-2021)
Commercial and Partnerships Director Fonterra Europe
(2021)
Education Master's degree in Strategic Management (Rotterdam
RSM University)
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other No information available on participation in other
companies companies.

Company manager (director):

The Company is managed by the Chief Executive Officer (Director). The Chief Executive Officer (Director) of the Company is the Company's sole management body, which organises the day-to-day business activities of the Company, considers and decides on the Company's long-term strategic plan and business plan. In the Company's relations with other persons, the Director shall act on behalf of the Company with sole authority.

The Chief Executive Officer attends all General Meetings of Shareholders, including those held during the period under review.

The duties and powers of the Director are defined in the Law on Companies of the Republic of Lithuania and the Articles of Association of the Company.

Details of the Company's Chief Executive Officer (Director):

Dalius Trumpa - Company's Chief Executive Officer (Director)

(Appointed by the Board of Directors of the Company as of 01.01.2018)

Work experience AB Rokiškio sūris (company code 173057512, address
Pramonės g.3, Rokiškis) has been operating since 1991.
2002-2006 Production Director of AB Rokiškio sūris.
2007-2017 Deputy Director of Rokiškio sūris AB.
Since 2018.01.01.01 Director of AB Rokiškio sūris.
Since 02.01.2007 Director of the subsidiary UAB
Rokiškio pienas (company code 300561844, registered
office address Pramonės g.8, Utena).
Since 29.04.2013 Director of the subsidiary UAB
"Rokiškio pieno gamyba" (company code 303055649,
registered office address Pramonės g.8, Utena).
Education Kaunas
University
of
Technology,
Food
Industry
Machinery and Apparatus, Mechanical Engineer.
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Shareholder
of
UAB
Rokvalda
(company
code
companies 300059165,
address
Basanavičiaus
g.16A-125,
Vilnius), holding 100% of shares and votes.
Since 2010 Chairman of the Board of the Latvian
company SIA Kaunata (company code 240300369,
registered office address Rogs, Kaunata pag., Rezeknes
nov., Latvia). He does not own shares in this company.
Since 11 December 2013 Director of SIA "RSU
Holding"
(company
code
40103739795,
business
address Elizabetes iela 45/47, Riga). He holds 92 % of
the shares of SIA RSU Holding.
The shareholder of UAB "Pieno pramones investiciju
valdymas"
(company
code
173748857,
address
Pramonės g.3, Rokiškis) holds 4.07 % of the shares and
votes of UAB "Pieno pramones investiciju
valdymas";

32. Committees within the Company

Audit Committee of AB Rokiškio sūris:

The Company's Audit Committee is composed of 3 members, 2 of whom are independent. The term of office of the members of the Audit Committee is 4 years. The members of the Audit Committee shall be elected by the General Meeting of Shareholders on the recommendation of the Board of Directors of the Company.

  1. Kęstutis Gataveckas - Director of UAB Perlas Finance (independent member). Does not hold any shares in Rokiškio sūris AB.

  2. Vilmantas Pečiūra - Director of Virenda UAB (independent member). Does not hold any shares in Rokiškio sūris AB.

  1. Rasa Žukauskaitė - (Employee of the Finance Department of Rokiškio sūris AB). Has 2 shares in AB "Rokiškio sūris".

The term of office of the members of the Audit Committee expires on 30 April 2025.

The Audit Committee is a collegiate body, which takes its decisions at meetings. The Audit Committee may take decisions and a meeting of the Audit Committee shall be deemed to have taken place when at least two (2) members of the Committee are present. A decision shall be adopted by the affirmative vote of at least two (2) members of the Audit Committee present at the meeting.

The functions, rights and duties of the Audit Committee shall be regulated by the Regulations on the Establishment and Activities of the Audit Committee of AB Rokiškio sūris, approved by the General Meeting of Shareholders of the Company, as well as by other documents regulating the activities of the Audit Committee.

Main functions of the Audit Committee:

    1. Monitor the process of preparing the financial statements of the Company and its Subsidiaries;
    1. Monitor the effectiveness of the Company's internal control, risk management and internal audit systems;
    1. To make recommendations to the Board of Directors of the Company in relation to the selection of the external audit firm and to monitor the audit process;
    1. To monitor the independence and objectivity of the external auditor and the audit firm;
    1. To inform the Board of Directors of the Company of significant deficiencies in internal control over the financial statements identified by the external and internal auditors and to make recommendations for their correction;
    1. Act honestly and responsibly for the benefit and welfare of the Company and its shareholders.

There are no other committees in the company.

33. Management of the company

Members of the company's management

Position Name, surname In office since
Director Dalius Trumpa 2018-01-01
Director of Finance Antanas Kavaliauskas 2002-05-01
Director of Milk Purchasing Ramūnas Vanagas 2020-01-01
Director of Logistics Jonas Kubilius 2002-05-16
Sales and Marketing Director Darius Norkus 2001-07-18

Management bonus system:

Members of the Company's management receive a salary and variable components depending on the Company's performance, market conditions and other factors. The Group does not have any management bonus schemes in place.

Executive remuneration policy:

30 April 2020 The Company's General Meeting of Shareholders approved the Company's Executive Remuneration Policy. The Remuneration Policy defines the procedure for determining the remuneration to be paid to the Company's Director, members of the Board of Directors, establishes

the forms of monetary remuneration for the activities of the members of the Company's collegiate management and supervisory bodies, the grounds for awarding and the procedure for payment of such remuneration, and governs other matters relating to the payment of remuneration to members of bodies. The Remuneration Policy shall apply to the Managers (the Company's Director and the members of the Management Board). The Remuneration Policy is drawn up for a period of four years. The Company does not have a Remuneration Committee.

The Company's Remuneration Policy is publicly available on the Company's website www.rokiskio.com under "For Investors".

34. Employees

The average number of employees in the Rokiškio sūris Group in the first six months of 2023 is 1211, a decrease of 7.49% or 98 employees compared to the first half of 2022. The average number of employees in 6 months 2022 was 1 309. The decrease in the number of employees is due to the Company's ongoing reorganisation changes and optimisation of works, as well as seasonal fluctuations in the number of employees.

In the first 6 months of 2023, labourers represent 77.5% (H1 2022: 80.7) of the Company's total workforce; professionals represent 22% (H1 2022: 18.6%); Management staff consists of 6 managers (HI 2022: 8 managers).

Employees of the Group by category
------------------------------------ -- -- -- --
Group of employees Average number of employees Change
30/06/2023 30/06/2022 (%)
Managers* 6 8 -25.0
Specialists 266 244 -9.02
Workers 939 1 057 -11.16
Total: 1 211 1 309 -7.49

*Functional directors are assigned to the company's senior management.

The company employs highly qualified staff, including:

  • 11.81% (11.46% in the first half of 2022) with university degree;
  • 51.53 % with college degree (50.42 % in the first half of 2022);
  • secondary education: 36.42% (38.04% in the first half of 2022);
  • incomplete upper secondary education: 0.24% (0.08% in the first half of 2022).

Payroll system

The company has an efficient and fair remuneration system to attract, retain and motivate staff. All employment contracts with the Company's employees, including managers, are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. Employees are recruited and dismissed in accordance with the requirements of the Labour Code.

Group of employees Average monthly salary (bruto) EUR Change
(%)
30/06/2023 30/06/2022
Managers 3 421 3 112 +9,93

Average monthly earnings of Rokiškio sūris Group by employee group

Specialists 1
836
1 730 +6,13
Workers 1 751 1 541 +13,63
Average 1 778 1 586 +12,11

The average monthly salary is calculated in accordance with Government Resolution No 496, 21.06.2017.

The salary paid to the employees of AB "Rokiškio sūris" Group consists of:

1) fixed remuneration for the work performed - monthly salary stipulated in the contract;

2) piece rate remuneration: for employees on the production floor, for the sales department, for the sales manager, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant. For production workers, the wages are based on the quantity of actual work performed and on approved rates;

3) variable remuneration: in accordance with the provisions of the incentive fund approved in the collective agreement.

From 2018 to the present, the Company has applied a remuneration system based on variable remuneration components established by the Company, depending on the Company's performance, market situation and other factors. The variable remuneration components are allocated to each division in accordance with the approved functional management system. These remuneration arrangements shall be approved by the Chief Executive Officer of the Company.

Each production department or division of the Company has an approved procedure for the allocation of the incentive pool, which includes performance evaluation criteria and incentives for all employees. Performance appraisal is one of the most important tasks of the Company in order to organise work as efficiently as possible, to achieve the objectives set, to foster positive relations between managers and their subordinates, and to increase the motivation of employees.

Employees of Group companies have the right to participate in trade union activities. The companies have a trade union committee which defends the labour, economic and social rights and interests of its members, defends the right to employment and social security of its members, takes care of the development of professional qualifications, develops professional ethics, and seeks to increase the wages and other incomes of workers in the food industry.

The Collective Agreement was approved in September 2020 and updated in August 2022, improving the guarantees already in place for employees. The purpose of this Collective Agreement is to create conditions for the harmonious functioning of the collective, to guarantee a level of work, remuneration, health and safety and other working conditions for the various categories of employees that is better than that provided for by the laws of the Republic of Lithuania, governmental decrees and regulations, and to provide better labour and social guarantees for the Company's employees.

35. Information on agreements between the Company and the members of its organs, the members of the committees it has set up, or its employees, which provide for compensation in the event of their resignation or dismissal without just cause, or in the event of the termination of their employment as a result of a change of control of the issuer

There are no agreements between the Company and the members of the Board of Directors or employees providing for compensation in the event of their resignation or dismissal without just cause, or in the event of termination of their employment as a result of a change of control of the

Company. All employment contracts with the Company's employees, including members of the Company's management, are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. Nor does the Company provide for any additional share-based payments.

INFORMATION ON RELATED PARTY TRANSACTIONS AND SIGNIFICANT ARRANGEMENTS

36. Transactions with related parties

Transactions with interested persons/related parties are disclosed in Note 7 of the Notes to the Company's Consolidated Financial Statements for the six months ended 30 June 2023.

There were no related party transactions entered into by the Company during the six months ended 30 June 2023 that were on an arm's length basis and/or were not in the ordinary course of the Company's business and/or had a material effect on the Company, its finances, assets or liabilities.

37. Information on harmful transactions entered into on behalf of the issuer

During the reporting period, there were no harmful transactions that were inconsistent with the Company's objectives, were not in line with normal market conditions, were prejudicial to the interests of the shareholders or other groups of persons and had or may in the future have an adverse effect on the Company's business or results of operations. There were also no transactions resulting from conflicts of interest between the duties of the Company's directors, controlling shareholders or other related parties to the Company and their private interests and/or duties.

AB "ROKIŠKIO SŪRIS" 2023 SIX MONTHS CONSOLIDATED INTERIM SET OF FINANCIAL STATEMENTS

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

38. Consolidated Statement of comprehensive income

January - June
2023 2022
148,106 168,217
Sales
Cost of sales
(134,879) (148,574)
Gross profit 13,227 19,643
Selling and marketing expenses (11,468) (12,345)
Operating profit (loss) 1,759 7,298
Finance costs (585) (211)
Profit before tax 1,174 7,087
Income tax 620 (1,306)
Operating activity income (loss) 1,794 5,781
Net profit (loss) 1,794 5,781
Other comprehensive income - -
Total comprehensive income for the year 1,794 5,781

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

39. Consolidated Balance sheet

June 30, 2023 December 31, 2022 June 30, 2022
PROPERTY
Long-term tangible assets 84,273 82,939 80,501
Intangible assets 130 162 179
Investments 169 169 169
Other non-current receivables and loans
granted
3,049 3,040 3,566
87,621 86,310 84,515
Current assets
Inventories 75,125 72,229 65,424
Receivables and advance payments 55,344 56,675 63,774
Loans granted 2,422 2,896 3,373
Prepaid income tax - 139 302
Cash and cash equivalents 1,812 3,401 2,418
134,703 135,340 135,291
Total assets 222,324 221,650 219,706
EQUITY AND LIABILITIES
Capital and reserves
Ordinary shares 10,402 10,402 10,402
Share premium 18,073 18,073 18,073
Reserve for acquisition of treasury 10,850 10,850 10,850
shares
Treasury shares (2,251) (2,251) (2,251)
Other reserves 25,430 25,922 26,697
Retained earnings 85,460 88,453 80,973
147,964 151,449 144,744
Non-current liabilities
Borrowings 4,900 5,950 7,000
Deferred income tax liability 508 1,122 3,004
Accounts payable 2,011 2,126 2,241
Non-current provisions 1,421 1,421 683
Deferred income 2,478 2,097 787
11,318 12 716 13 715
Current liabilities
Trade and other payables 27,090 30,209 32,259
Tax liabilities 290 2,123 1,846
Deferred income 326 399 386
Current provisions 314 314 1,493
Borrowings 35,022 24,440 25,263
63,042 57,485 61,247
Total equity and liabilities 222,324 221,650 219,706

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

40. Consolidated cash flow statement January-June

Operating activities 2023 2022
Profit before tax and minority interest 1,174 7,087
Corrections:

depreciation
4,825 4,518

amortisation (negative prestige not included)
31 28

profit loss on disposal of property, plant and equipment
(15) (36)

interest expense
585 211

interest income
(195) (119)

amortization of government grants received
(141) (115)

inventory write-down to net realizable value
Circulating capital changes:
- inventories (2,726) (6,394)
- amounts payable (3,807) 13,003
- amounts receivable and prepayments 1,594 (13,619)
Cash flows from operating activities 1,325 4,564
Interest paid (585) (211)
Income tax paid - (431)
Net cash generated from operating activities 740 3,922
Investing activities
Purchase of property, plant and equipment (6,265) (5,963)
Purchase of intangible assets - (4)
Loans granted to farmers and employees (940) (386)
Proceeds from sale of property, plant and equipment 88 36
Other loans granted - (625)
Interest received 195 119
Other loan repayments received 312 792
Net cash generated from investing activities (6,610) (6,031)
Financing activities
Loans received 10,582 3,449
Repayments of borrowings (1,050) (1,050)
Dividends paid (5,251) (3,501)
Net cash generated from financing activities 4,281 (1,102)
Net increase in cash and cash equivalents (1,589) (3,211)
Cash and cash equivalents at the beginning of the period 3,401 5,629
Cash and cash equivalents at the end of the period 1,812 2,418

AB "ROKIŠKIO SŪRIS" CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS as at 30th June 2023

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

41. Consolidated Own Capital Change Statement

Share
capital
Share
premium
Reserve
for
acquisition
of treasury
shares
Treasury
shares
Other
reserves
Retained
earnings
Total
Balance at December 31st 2021 10,402 18,073 10,850 (2,251) 27,102 78,304 142,480
Comprehensive income
Profit (loss) of the year 5,781 5,781
Decrease in share capital/ cancellation
of treasury shares
Dividends relating to 2021
(3,501) (3,501)
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(405) 389 (16)
Balance at June 30st 2022 10,402 18,073 10,850 (2,251) 26,697 80,973 144,744
Comprehensive income
Profit (loss) of the year 6,733 6,733
Acquisition of treasury shares
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(775) 747 (28)
Balance at December 31st 2022 10,402 18,073 10,850 (2,251) 25,922 88,453 151,449
Comprehensive income
Profit (loss) of the year 1,794 1,794
Transfer to reserves (28) (28)
Dividends relating to 2022 (5,251) (5,251)
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(492) 492 -
Balance at June 30st 2023 10,402 18,073 10,850 (2,251) 25,430 85,460 147,964

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

42. Commentary on the Report

1. General information

The Public Limited Liability Company Rokiškio sūris (hereinafter – the company) is a public listed company incorporated in Rokiskis.

The shares of AB Rokiskio Suris are traded on the Baltic Main List of the Nasdaq Vilnius (symbol – RSU1L).

The Consolidated Group (hereinafter – the Group) consists of the Company and five subsidiaries. (2022: Company and five subsidiaries). The subsidiaries that comprise consolidated Group are indicated below:

Year of
acquisition
Main activity Group's ownership
interest (%)
as at 30 June
Subsidiaries 2023 2022
Rokiškio Pienas UAB 2006 Distribution of dairy
products
100.00 100.00
Rokiškio
Pieno
Gamyba
UAB
2013 Production of dairy
products
100.00 100.00
Jekabpils Piena Kombinats
SIA
2005-2011 Raw milk collection 100.00 100.00
Kaunata SIA* 2010 Raw milk collection 60.00 60.00
DairyHub.LT UAB 2021 Production of dairy
products
100.00 100.00

* These subsidiaries were not consolidated due to their insignificance.

All above subsidiaries are incorporated in Lithuania, except for SIA Jekabpils Piena Kombinats and SIA Kaunata which are incorporated in Latvia.

The Group's main line of business is the production of fermented cheese and a wide range of other dairy products.

As of 30st June 2023, the average number of the Group's employees was equal to 1,211 (compared to 1,309 employees as at 30st June 2022).

2. Accounting Principles

These consolidated financial statements have been prepared according to International Financial Reporting Standards (IFRS) as adopted by the European Union.

The financial statements have been prepared under the historical cost convention, as modified for available-for-sale financial assets measured at fair value and property, plant and equipment measured at revalued amount.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Subsidiaries are the entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The group treats transactions with non-controlling interest as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

The items shown in the financial statements of the Company and each entity of the Group are valued by the currency of the original economic environment wherein a specific company operates (hereinafter the "functional currency"). These financial statements have been presented in euros (EUR), which is the Company's (and the Group's each entity's) functional and presentation currency.

Property, plant and equipment is shown at revalued amount, based on periodic valuations of assets, less subsequent accumulated depreciation and impairment.

Subsequent costs are included into the asset's carrying amount or recognized as separate assets, as appropriate, only when it is likely that in future the Group will receive economic benefits associated with the item and the cost of the item will be measured accordingly. All other repairs and maintenance expenses are charged to the income statement during the financial period in which they have been incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, at the Group:

Buildings 7 –
75 years
Plant & machinery 2 -
25
years
Motor
vehicles
2
-
10 years
Equipment and other property, plant and equipment 2 -
25
years

The asset residual values and useful lives are reviewed, and adjusted, if appropriate, at each balance sheet date.

Software assets expected to provide economic benefit to the Company and the Group in future periods are valued at acquisition cost less subsequent amortisation. Software is amortised on the straight-line basis over the useful life of 1 to 5 years.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the balance sheet.

Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Company has the positive intention and ability to hold to maturity. Held-tomaturity financial assets are initially recorded at fair value. Held-to-maturity financial assets are subsequently measured at amortised cost using the effective interest method less any recognised impairment losses which reflect irrecoverable amounts.

Proceeds from held-to-maturity financial assets are recognised through profit or loss using the effective interest method.

Inventories are subsequently carried at the lower of cost and net realisable value. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related indirect production overheads, but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. In half year 2023 financial statement it was made 13.5 million Eur adjustment when evaluating the stocks at net realizable value, in year 2022 financial statements it was made 5.5 million Eur adjustment.

Loans granted and amounts receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less the amount of impairment loss. A provision for impairment of amounts receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The impairment amount is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is recognised in the statement of comprehensive income within 'general and administrative expenses'. Bad debts are written off during the year in which they are identified as irrecoverable.

Cash and cash equivalents are carried at nominal value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.

Ordinary shares are stated at their par value. Consideration received for the shares sold in excess over their nominal value is shown as share premium. Incremental external costs directly attributable to the issue of new shares are accounted for as a deduction from share premium.

Where the Company or its subsidiaries purchase the Company's equity share capital, the consideration paid including any attributed incremental external costs is deducted from shareholders' equity as treasury shares until they are sold, reissued, or cancelled. No gain or loss is recognised in the statement of comprehensive income on the sale, issuance, or cancellation of treasury shares. Where such shares are subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in shareholders' equity.

Other reserves are established upon the decision of annual general meeting of shareholders on profit appropriation. This reserve may be used only for the purposes approved by annual general meeting of shareholders.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the amount at initial recognition and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.

Profit is taxable at a rate of 15 % (2022: 15 %) in accordance with the Lithuanian regulatory legislation on taxation.

The Group pays social security contributions to the state Social Security Fund (the Fund) on behalf of its employees based on the defined contribution plan in accordance with the local legal requirements. Social security contributions are recognised as expenses on an accrual basis and are included in payroll expenses.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminated sales within the Group. Revenue from sales of goods is recognised only when all significant risks and benefits arising from ownership of goods is transferred to the customer.

Interest income is recognised on a time-proportion basis using the effective interest method.

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Basic earnings per share are calculated by dividing net profit attributed to the shareholders from average weighted number of ordinary registered shares in issue, excluding ordinary registered shares purchased by the Company and the Group and held as treasury shares.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of directors that make strategic decisions. The Group's management identified the following operating segments within the Group: hard cheese, semi hard cheese, butter, milk, cream, sour cream, sour milk, yogurt, curds, curd cheese and other. These operating segments were aggregated into two main reportable segments, based on similar nature of products, production process, type of customers and method of distribution.

Government grants are recognised at fair value where there is sufficient evidence that the grant will be received and the Group and the Company will comply with all attached conditions.

Government grants received to finance acquisition of property, plant and equipment are included in non-current deferred income in the balance sheet. They are recognised as income on a straight-line basis over the useful life of property, plant and equipment concerned.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using pre-tax rate that reflects current market assessments of the time value of money and the risks specified to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using effective interest method.

The valuation of property, plant and equipment, except for motor vehicles, at the Group and the Company as at 31 December 2020 was conducted by independent property valuer Ober-Haus UAB. The fair value estimation was based on the comparable sales price method. The valuation of other categories of assets was based on the replacement cost method. The valuation of motor vehicles was conducted by the Company's experts who established the fair value using the comparable sales price method. Assets that were evaluated using the replacement cost method were tested for impairment as a result of which no indications for possible impairment were identified.

The Company's management believes the values of property, plant and equipment adjusted under these methods as of 30 June 2023 and 2022 approximated the fair value.

3. Financial risk management

The Group's and the Company's activities expose them to a variety of financial risks. The Group's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group.

Risk management is carried out by the Company's management. There are no written principles for overall risk management in place.

The Group operate internationally, however, their exposure to foreign exchange risk is set at minimum level, since sales outside Lithuania are performed mostly in the euros.

The Group's interest rate risk arises from interest-bearing loans and borrowings. Borrowings with variable interest rates expose the Group to cash flow interest rate risk. Borrowings with fixed interest rates expose the Group to fair value interest rate risk. In 2023 and 2022, loans granted by the Group with fixed interest rate were denominated in the euros. In 2023 and 2022, the Group's borrowings were with variable interest rate and they were denominated in the euros.

Credit risk arises from cash at bank, loans granted, and trade receivables.

As at 30 June 2023, the Company's and the Group's all cash balances were held at banks that had external credit ratings from 'A+' to 'BBB', as set by the rating agency Fitch Ratings (30 June 2022: from 'A+' to 'BBB').

The table below summarises the Group's credit risk exposures relating to on-balance sheet items. Maximum exposure to credit risk before collateral held or other credit enhancements as at 30 June:

2023 06 30 2022 06 30
Cash and cash equivalents at banks 1,812 2,418
Trade receivables 55,344 63,774
Loans granted 5,471 5,586
62,627 71,778

The Group does not classify amounts receivable and other financial assets exposed to credit risk according to credit quality. Credit risk is managed through established credit limits for a major customers and monitoring of overdue receivables and loans. Credit limits and overdue receivables are continuously monitored by the Company's and the Group's management.

2023
06 30
2022
06 30
Amount Amount
Credit limit receivable Credit limit receivable
Customer A 6,500 6,455 6,600 6,573
Customer B 5,500 4,060 5,000 4,749
Customer C 4,345 3,411 4,500 4,305
Customer D 2,500 2,303 4,345 4,445
Customer E 2,250 2,243 5,000 3,380

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group define their capital as equity and debt less cash and cash equivalents.

As at 30 June, the Group's capital structure was as follows:

2023 06 30 2022 06 30
Borrowings
Less:
cash and cash equivalents
39,922
(1,812)
32,263
(2,418)
Net debt
Shareholders' equity
38,110
147,964
29,845
144,744

Total capital 186,074 174,589

Pursuant to the Lithuanian Law on Companies the authorised share capital of a public company must be not less than EUR 25 thousand (the authorised share capital of a private company must not be less than EUR 1 thousand) and the shareholders' equity should not be lower than 50% of the company's registered share capital. As at 30 June 2023 and 30 June 2022, the Company and its subsidiaries registered in Lithuania complied with these requirements.

4. Information on segments

Operating segments and reportable segments

The Group's management has distinguished the following operating segments of the Group: hard cheese, semi-hard cheese, butter milk, cream, sour cream, sour milk, yogurt, curd, curd cheese and other. These segments were combined into two main reportable segments based on the similar nature of products, production process, types of customers and the method of distribution. The main two reportable business segments of the Group are as follows:

  • Fresh milk products
  • Cheese and other dairy products.

Other operations of the Group comprise of raw milk collection. Transactions between the business segments are on normal commercial terms and conditions.

Geographical information

Analysis of the Group's income from sales according to markets is as follows:

2023 06 30 2022 06 30
Lithuania 52,800 62,877
European Union
member states
75,566 89,705
Near East 10,491 8,248
North America 4,768 2,372
Far
East
3,911 4,623
Other countries 570 392
Total 148,106 168,217

The breakdown of the Group's revenue by category:

2023 06 30 2022 06 30
Product Sales 146,674 16,716
Provided services 1,432 501
Total 148,106 168,217

5. Long-term tangible assets

In the income statement the depreciation charge of long-term tangible assets is reported in the following entries: selling and marketing expenses, general and administrative expenses and cost of sales, as well as in production in progress and ready production entries.

Software and intangible asset depreciation charge are accounted in the entry of general and administrative expenses.

6. Inventories

As at 30st June 2023, the Group's inventories were made of:

2023 06 30 2022 06 30
Raw
materials
3,228 3,127
Work in
progress
13,443 12,778
Finished products 56,610 47,118
Other inventories 1,844 2,401
Total 75,125 65,424

7. Related-party transactions

Main shareholders of Company:

2023 06 30 2022 06 30
Mr Antanas Trumpa (Chairman of the Board of the 19.76% 19.76%
Company)
"Pieno
pramonės
investicijų
valdymas"
UAB
27.21% 27.21%
(established in Lithuania) *
SIA "RSU Holding" (established in Latvia) * 24.96% 24.96%
Fonterra (Europe) Coöperatie U.A 10.00% 10.00%
Other
shareholders
(legal
entities
and
natural
15.67% 15.67%
persons)
Rokiškio sūris AB (treasury shares) 2.40% 2.40%

* Pieno Pramonės Investicijų Valdymas UAB is controlled by Mr Antanas Trumpa (as a principal shareholder holding 75.60% of the share capital and votes of Pieno Pramonės Investicijų Valdymas UAB). RSU Holding SIA is controlled by Mr Dalius Trumpa (as a single shareholder holding 92% of the share capital and votes of RSU Holding SIA). The group of persons acting in concert holds in total 81,93% (2022 06 30: 81.93%) of the Company's share capital and votes*.

Members of the Board of Directors of Pieno Pramonės Investicijų Valdymas UAB, RSU Holding SIA, Fonterra (Europe) Coöperatie U.A., and Rokiškio Sūris AB and their family members are treated as related parties.

Certain cooperative societies engaged in the production of milk are treated as related parties of the Company because the Company can exercise a significant influence over daily activities of these cooperative societies through close family members of its directors and certain employees.

The following transactions were carried out with related parties:

2023 06 30 2022 06 30
Purchase of raw milk from other related parties 1,785 3,150
Purchase of non-current assets - -
Purchases of services 167 151
Sales of production and other inventories 9,340 15,394
Interest charges on credit facility 5 6

Seeking to disclose more accurately the internal turnovers for Rokiškio Sūris AB and Rokiškio Pienas and for Rokiškio Pieno Gamyba UAB, the Group's management decided that all purchases of raw materials used for the manufacturing of products exported by Rokiškio Sūris AB should be made at zero price, and all sales of products produced by Rokiškio Pienas UAB and by Rokiškio Pieno Gamyba UAB should be treated as sales of services, i.e. excluding the value of raw material.

Purchases and sales of milk, property plant & equipment and inventory is organised at arm's length conditions between related parties.

Year-end balances arising from transactions with related parties:

2023 06 30 2022 06 30
Non-interest bearing loans granted to directors (and their family
members) 2 6
Loan receivable from Dzūkijos Pienas KB 298 298
Loan payable to Fonterra (Europe) Coöperatie U.A. 2,241 2,471
Trade payables to other related parties 415 474
Trade receivables from other related parties 2,370 5,178

Based on Resolution No 14 of the shareholder of Rokiškio Pieno Gamyba UAB made on 28 April 2023 (Item No 4 of the Agenda), it was decided to approve the proposed appropriation of profit (loss) for 2022 for Rokiškio Pieno Gamyba UAB and allocate EUR 2,655,534 for the payment of dividends. Dividends were paid out to Rokiškio Sūris AB in May 2023.

8. Financial ratios

The Group's financial ratios: 2023 06 30 2022 06 30 2021 06 30
Revenue (EUR thousand) 148,106 168,217 107,461
EBITDA (EUR thousand) 6,615 11,844 2,768
EBITDA margin (%) 4.47 7.04 2.58
Operations
profit (EUR thousand)
1,759 7,298 (1,066)
Margin of operations profit (%) 1.19 4.34 (0.99)
Profit per share (EUR) 0.05 0.17 (0.03)
Number of shares (units) 35,867,970 35,867,970 35,867,970

9. Information on the audit

The audit according to the International Accounting Standards will be made for the full year 2023 by audit company UAB BDO auditas ir apskaita.

10. Information on material events and transactions

On 24 February 2023, amendments to the Credit Agreement were signed with AB SEB bankas, whereby the Borrower (AB Rokiškio sūris) increased the amount of the Overdraft Limit up to a total maximum amount of EUR 50 million. The maturity of this Overdraft Limit has been extended until 28 February 2024. It also extended the pledge to the bank of all the Company's current and future funds in circulation and increased the pledge on the property complex.

11. Impact of the war in Ukraine

On 24 February 2022 the Russian Federation has launched a war in Ukraine which has been condemned by the world. Economic and financial sanctions were imposed on the Russian regime. Based on the Group's management's assessment of the potential consequences of the sanctions and the impact of the war, the impact on the financial results of the Group's entities is not expected to be material.

The Group's management is closely monitoring the situation in Ukraine and the sanctions to ensure compliance. Based on management's assessment, the current situation does not affect the Group's current performance and ability to continue its operations.

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