AB INVALDA INVL

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024,

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE

YEAR ENDED 31 DECEMBER 2024, PREPARED IN ACCORDANCE WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY

THE EUROPEAN UNION

AB „Invalda INVL“ Registro tvarkytojas VĮ Registrų centras

Gynėjų g. 14, LT01109 Vilnius Įmonės kodas 121304349

Tel. +370 5279 0601 PVM kodas LT213043414

El. p. info@invaldainvl.com; www.invaldainvl.com A.s. LT25 4010 0424 0124 2013

E. pristatymo dėžutės adresas 121304349 Luminor bank AB

STATEMENT OF RESPONSIBLE PERSONS

OF THE PUBLIC JOINT-STOCK COMPANY INVALDA INVL

8 April 2025

Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (articles 12 and

) of the Republic of Lithuania, the management of Invalda INVL, AB hereby confirms that, to the best our

knowledge, the enclosed Consolidated and Company‘s Financial Statements for 2024 are prepared in accordance

with International Financial Reporting Standards (IFRS) as adopted by the European Union, give true and fair

view of the assets, liabilities, financial position and profit or loss as well as cash flows of Invalda INVL, AB and

Consolidated Group. Presented Consolidated Annual Management Report for 2024 includes a fair review of the

business development and the results of operations, the position of the company and the consolidated group in

relation to the description of the main risks and contingencies faced thereby.

ENCLOSED:

1. Consolidated and Company‘s Financial Statements for 2024.

2. Consolidated Annual Management Report for 2024.

Chief Executive Officer Chief Financier

Darius Šulnis Raimondas Rajeckas

Translation note:

This version of the financial statements has been prepared in Lithuanian and English languages. In

all matters of interpretation of information, views or opinions, the Lithuanian language version of

financial statements takes precedence over the English language version.

CONTENTS

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS:

DETAILS OF THE COMPANY ..................................................................................................................................... 4

CONSOLIDATED AND COMPANY’S INCOME STATEMENTS ........................................................................... 5

CONSOLIDATED AND COMPANY’S STATEMENTS OF COMPREHENSIVE INCOME ................................ 6

CONSOLIDATED AND COMPANY’S STATEMENTS OF FINANCIAL POSITION ........................................... 7

CONSOLIDATED AND COMPANY’S STATEMENTS OF CHANGES IN EQUITY ............................................ 8

CONSOLIDATED AND COMPANY’S STATEMENTS OF CASH FLOWS ..........................................................10

NOTES TO THE FINANCIAL STATEMENTS ..........................................................................................................12

1. GENERAL INFORMATION ..................................................................................................................................... 12

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES ................................................................................................ 15

3. BUSINESS COMBINATIONS, INVESTMENTS INTO ASSOCIATES, DISPOSALS ............................................................ 34

4. SEGMENT INFORMATION ..................................................................................................................................... 37

5. OTHER INCOME AND EXPENSES ........................................................................................................................... 41

5.1. Net changes in fair value on financial instruments ...................................................................................................... 41

5.2. Employee benefits expenses ......................................................................................................................................... 41

5.3. Other expenses ............................................................................................................................................................ 41

6. INCOME TAX ........................................................................................................................................................ 42

7. EARNINGS PER SHARE.......................................................................................................................................... 46

8. DIVIDENDS PER SHARE ........................................................................................................................................ 47

9. PROPERTY, PLANT AND EQUIPMENT .................................................................................................................... 48

10. INTANGIBLE ASSETS ....................................................................................................................................... 49

11. FINANCIAL INSTRUMENTS BY CATEGORY ....................................................................................................... 50

12. FAIR VALUE ESTIMATION ................................................................................................................................ 52

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ....................................................................... 60

14. TRADE, OTHER RECEIVABLES AND CONTRACT ASSETS.................................................................................... 61

15. CASH AND CASH EQUIVALENTS ...................................................................................................................... 63

16. SHARE CAPITAL, SHARE PREMIUM AND OWN SHARES ..................................................................................... 63

17. RESERVES ....................................................................................................................................................... 64

18. BORROWINGS ................................................................................................................................................. 67

19. TRADE PAYABLES ........................................................................................................................................... 68

20. OTHER LIABILITIES ......................................................................................................................................... 68

21. TRANSFER OF RETAIL BUSINESS ...................................................................................................................... 69

22. FINANCIAL RISK MANAGEMENT ...................................................................................................................... 70

22.1. Financial risk factors .................................................................................................................................................. 70

22.2. Capital management .................................................................................................................................................... 73

23. COMMITMENTS AND CONTINGENCIES ............................................................................................................. 74

24. LEASE ............................................................................................................................................................. 75

25. RELATED PARTY TRANSACTIONS .................................................................................................................... 76

26. REMUNERATION TO AUDITOR ........................................................................................................................ 80

27. EVENTS AFTER THE REPORTING PERIOD .......................................................................................................... 81

CONSOLIDATED ANNUAL MANAGEMENT REPORT ........................................................................................82

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

DETAILS OF THE COMPANY

Board of Directors

Mr. Alvydas Banys (Chairman of the Board)

Ms. Indrė Mišeikytė

Mr. Tomas Bubinas

Management

Mr. Darius Šulnis (CEO)

Mr. Raimondas Rajeckas (Chief Financial Officer)

Address of registered office and company code

Gynėjų str. 14,

Vilnius,

Lithuania

Company code 121304349

Banks

AB Šiaulių Bankas

AB SEB Bankas

Swedbank AS

Luminor Bank AS Lithuanian branch

Swedbank, AB

Coop Pank AS

Auditor

KPMG Baltics, UAB

Lvivo str. 101,

Vilnius, Lithuania

The financial statements were approved and signed by the Management on 8 April 2025.

Mr. Darius Šulnis

Mr. Raimondas Rajeckas

CEO

Chief Financial Officer

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s income statements

			Group		Company
			2023		2023
	Notes	2024	(restated)	2024	(restated)
Revenue from contracts with customers	4	14,111	16,960	137	142
Dividend income		27,791	1,759	27,694	1,654
Other income		327	124	33	639
Gain from transfer of retail business	3, 21	-	29,753	-	-
Net changes in fair value of financial instruments at fair value through profit or loss	5.1	21,943	22,499	21,136	21,492
Employee benefits expenses	5.2	(11,007)	(13,385)	(1,543)	(843)
Professional fees expenses		(572)	(976)	(70)	(123)
Information technology maintenance expenses		(374)	(1,190)	(7)	(7)
Depreciation and amortisation	9, 10	(853)	(744)	(27)	(26)
Premises rent and utilities		(154)	(246)	(8)	(7)
Advertising and other promotion expenses		(223)	(259)	-	-
Impairment of financial and contract assets		-	8	-	-
Other expenses	5.3	(2,880)	(3,664)	(360)	(173)
Operating profit (loss)		48,109	50,639	46,985	22,748
Finance costs		(588)	(317)	(1,131)	(253)
Share of net (loss) profit of consolidated subsidiaries
accounted for using the equity method	3	-	-	1,224	23,709
Profit (loss) before income tax		47,521	50,322	47,078	46,204
Income tax income (expenses)	6	(3,137)	(4,506)	(2,694)	(388)
NET PROFIT FOR THE YEAR		44,384	45,816	44,384	45,816
Attributable to:
Equity holders of the parent		44,384	45,816	44,384	45,816
Non-controlling interests		-	-	-	-
Basic earnings per share (in EUR)	7	3.69	3.85	3.69	3.85
Diluted earnings per share (in EUR)	7	3.59	3.77	3.59	3.77

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of comprehensive income

	Group		Company
	2024	2023	2024	2023
NET PROFIT FOR THE YEAR	44,384	45,816	44,384	45,816
Net other comprehensive income that may be subsequently reclassified to profit or loss	-	-	-	-
Net other comprehensive income not to be reclassified to profit or loss	-	-	-	-
Other comprehensive income for the year, net of tax	-	-	-	-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX	44,384	45,816	44,384	45,816
Attributable to:
Equity holders of the parent	44,384	45,816	44,384	45,816
Non-controlling interests	-	-	-	-

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania 
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 
(all amounts are in EUR thousand unless otherwise stated) 
Consolidated and Company’s statements of financial position 
Group 
Company 
As at 31 As at 31 As at 31 As at 31 
December December December December 
ASSETS 
Notes 
2024 2023 2024 2023 
Non-current assets 
Property, plant and equipment 
9 
999 
1,567 
35 
61 
Intangible assets 
10 
89 
233 
- 
- 
Investments into subsidiaries 
1, 12, 3 
27,287 
43,120 
40,582 
107,195 
Investments into associates  
1, 12, 3 
29,470 
23,313 
29,470 
23,313 
Financial assets at fair value through profit or loss 
12, 13 
177,989 
139,740 
172,515 
106,938 
Other non-current receivable 
18 
- 
- 
- 
Deferred tax asset 
6 
302 
114 
- 
- 
Total non-current assets 
236,154 
208,087 
242,602 
237,507 
Current assets 
Trade, other receivables and contract assets 
14 
4,257 
5,038 
9 
2,711 
Prepaid income tax 
395 
360 
297 
297 
Prepayments and deferred charges 
205 
147 
26 
29 
Financial assets at fair value through profit or loss  
12, 13 
1,238 
1,122 
- 
- 
Cash and cash equivalents 
15 
5,421 
3,710 
2,467 
1,305 
Total current assets 
11,516 
10,377 
2,799 
4,342 
TOTAL ASSETS 
247,670 
218,464 
245,401 
241,849 
EQUITY AND LIABILITIES 
Equity 
Share capital 
1, 16 
3,567
3,548
3,567 
3,548 
Own shares 
(1,717)
(929)
(1,717) 
(929) 
Share premium 
5,630
5,630
5,630 
5,630 
Reserves 
17 
15,837
14,708
15,282 
14,231 
Retained earnings  
198,724
155,073
199,279 
155,550 
Equity attributable to equity holders of the parent 
222,041
178,030
222,041 
178,030 
Non-controlling interests 
177
-
- 
- 
Total equity 
222,218
178,030
222,041 
178,030 
Liabilities 
Non-current liabilities  
Lease liabilities 
24 
242
773
8 
38 
Borrowings (issued bonds) 
18 
10,000
-
10,000 
- 
Deferred tax liability 
6 
5,918
2,809
5,587 
2,893 
Other non-current liabilities 
20 
178
233
- 
- 
Total non-current liabilities 
16,338
3,815
15,595 
2,931 
Current liabilities  
Borrowings (including interest of issued bonds) 
18 
31
4,900
31 
4,900 
Lease liabilities 
24 
546
539
30 
29 
Trade payables 
19 
258
592
8 
72 
Income tax payable 
115
3,340
- 
- 
Advances received 
3
21
- 
- 
Other current liabilities 
20 
8,161
27,227
7,696 
55,887 
Total current liabilities 
9,114
36,619
7,765 
60,888 
Total liabilities 
25,452
40,434
23,360 
63,819 
TOTAL EQUITY AND LIABILITIES  
247,670
218,464
245,401 
241,849 
7 

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of changes in equity

						Equity attributable to equity holders of the parent
						Reserves
						Reserve for		Non-
		Share	Own		Share	Legal and	acquisition of own Retained	controlling		Total
Group	Notes	capital	shares		premium other reserves	shares	earnings	Subtotal interests		equity
Balance as at 1 January 2023		3,494	(929)	5,033	3,397	10,817	108,978	130,790	137	130,927
Net profit for the year 2023		-	-	-	-	-	45,816	45,816	-	45,816
Total comprehensive income for the year		-	-	-	-	-	45,816	45,816	-	45,816
Changes in reserves	17	-	-	-	(141)	-	141	-	-	-
Increase of share capital (share options exercised)	16	54	-	597	-	-	-	651	-	651
Share-based payments	17	-	-	-	1,064	-	-	1,064	-	1,064
Transfer from share-based payments reserve to retained earnings (share options exercised)		-	-	-	(429)	-	429	-	-	-
Dividends approved	8	-	-	-	-	-	-	-	-	-
Acquisition of non-controlling interests	3	-	-	-	-	-	(291)	(291)	(137)	(428)
Total transactions with owners of the Company, recognised directly in equity		54	-	597	494	-	279	1,424	(137)	1,287
Balance as at 31 December 2023		3,548	(929)	5,630	3,891	10,817	155,073	178,030	-	178,030
Net profit for the year 2024		-	-	-	-	-	44,384	44,384	-	44,384
Total comprehensive income for the year		-	-	-	-	-	44,384	44,384	-	44,384
Changes in reserves	17	-	-	-	(40)	-	40	-	-	-
Increase of share capital (share options exercised)	16	19	-	-	(3)	-	-	16	-	16
Share-based payments	17	-	-	-	1,599	-	-	1,599	177	1,776
Transfer from share-based payments reserve to retained earnings (share options exercised)		-	-	-	(427)	-	427	-	-	-
Dividends approved	8	-	-	-	-	-	(1,200)	(1,200)	-	(1,200)
Acquisition of own shares	16	-	(788)	-	-	-	-	(788)	-	(788)
Total transactions with owners of the Company, recognised directly in equity		19	(788)	-	1,129	-	(733)	(373)	177	(196)
Balance as at 31 December 2024		3,567	(1,717)	5,630	5,020	10,817	198,724	222,041	177	222,218

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of changes in equity (cont’d)

						Reserves
					Legal and	Reserve for
					other	acquisition of own	Retained
Company	Notes		Share capital Own shares Share premium		reserves	shares	earnings	Total
Balance as at 1 January 2023		3,494	(929)	5,033	2,923	10,817	109,452	130,790
Net profit for the year 2023		-	-	-	-	-	45,816	45,816
Total comprehensive income for the year		-	-	-	-	-	45,816	45,816
Share-based payments	17	-	-	-	1,064	-	-	1,064
Increase of share capital (share options exercised)	16	54	-	597	-	-	-	651
Transfer from share-based payments reserve to retained earnings (share options exercised)	8	-	-	-	(573)	-	573	-
Equity method - acquisition of non-controlling interests of subsidiaries		-	-	-	-	-	(291)	(291)
Dividends approved		-	-	-	-	-	-	-
Total transactions with owners of the Company, recognised directly in equity		54	-	597	491	-	282	1,424
Balance as at 31 December 2023		3,548	(929)	5,630	3,414	10,817	155,550	178,030
Net profit for the year 2024		-	-	-	-	-	44,384	44,384
Total comprehensive income for the year		-	-	-	-	-	44,384	44,384
Share-based payments	17	-	-	-	1,599	-	-	1,599
Increase of share capital (share options exercised)	16	19	-	-	(3)	-	-	16
Transfer from share-based payments reserve to retained earnings (share options exercised)		-	-	-	(545)	-	545	-
Dividends approved	8	-	-	-	-	-	(1,200)	(1,200)
Acquisition of own shares	16	-	(788)	-	-	-	-	(788)
Total transactions with owners of the Company, recognised directly in equity		19	(788)	-	1,051	-	(655)	(373)
Balance as at 31 December 2024		3,567	(1,717)	5,630	4,465	10,817	199,279	222,041

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows

		Group			Company
	Notes	2024	2023		2024	2023
Cash flows from (to) operating activities
Net profit for the year		44,384	45,816		44,384	45,816
Adjustment to reconcile result after tax to net cash flows:
Non-cash:
Depreciation and amortisation including amortisation of costs to obtain contracts with customers	9, 10	853	744		27	26
(Gain) on disposal of property, plant and equipment		9	(10)		-	-
Realized and unrealized loss (gain) on investments and transferred retail business	5.1	(21,943)	(52,252)		(21,136)	(21,492)
Share of net (loss) profit of consolidated subsidiaries
accounted for using the equity method		-	-		(1,224)	(23,709)
Interest income		(84)	(66)		(33)	(639)
Interest expenses		588	317		533	252
Income tax (income) expenses	6	3,137	4,506		2,694	388
Provision for impairment of financial and contract assets		-	(8)		-	-
Other impairment		-	9		-	-
Share-based payments	17	1,498	619		1,067	361
Dividend income		(27,791)	(1,759)		(27,694)	(1,654)
		651	(2,084)		(1,382)	(651)
Working capital adjustments:
Decrease (increase) in trade, other receivables and contract assets		(1,888)	910		122	24
Decrease (increase) in other current assets		(58)	(35)		3	5
Increase (decrease) in trade payables		(334)	249		(64)	38
Increase (decrease) in other liabilities		23	1,195		128	(238)
Cash flows from (to) operating activities		(1,606)	235		(1,193)	(822)
Income tax paid		(3,459)	(72)		-	-
Net cash flows from (to) operating activities		(5,065)	163		(1,193)	(822)
				(cont’d on the next page)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows (cont’d)

		Group		Company
	Notes	2024	2023	2024	2023
Cash flows from (to) investing activities
Acquisition of non-current assets (intangible and property, plant and equipment)		(118)	(113)	(1)	(1)
Proceeds from sale of non-current assets (intangible and property, plant and equipment)		-	-	-	-
Costs to obtain contracts with customers		-	(338)	-	-
Acquisition and establishment of subsidiaries, net of cash
acquired for consolidated subsidiaries	3	-	-	-	(250)
Proceeds from transfer of retail business, net of cash
transferred	21	-	(747)	-	-
Proceeds from sales of unconsolidated subsidiaries and from decreased share capital	3	1,200	-	1,200	-
Acquisition of associates	3	-	-	-	-
Proceeds from sales of associates	3	-	-	-	-
Payment for acquired claims due to transfer of retail	21
business		(2,700)	-	(5,000)	-
Acquisition of financial assets at fair value through profit or loss (except held-for-trading)	13	(9,572)	(2,827)	(9,021)	(2,391)
Sale of financial assets at fair value through profit or loss	13
(except held-for-trading)		5,669	-	-	-
Dividends received		10,518	1,613	12,851	1,639
Loans granted		(1,107)	-	(1,090)	-
Repayment of granted loans		876	825	800	750
Interest received		72	62	8	41
Net cash flows from (to) investing activities		4,838	(1,525)	(253)	(212)
Cash flows from (to) financing activities
Cash flows related to company shareholders:
Issue of shares	16	16	651	16	651
(Acquisition) of non-controlling interests	3	(92)	(376)	-	-
Dividends paid to equity holders of the parent		(1,189)	(7)	(1,189)	(7)
Acquisition (disposal) of own shares	16	(788)	-	(788)	-
		(2,053)	268	(1,961)	644
Cash flows related to other sources of financing:
Proceeds from borrowings		6,750	3,400	6,750	3,400
Repayment of borrowings		(11,650)	(1,800)	(11,650)	(1,800)
Issue of bonds		10,000	-	10,000	-
Payments of lease liabilities		(556)	(406)	(29)	(25)
Interest paid		(553)	(308)	(502)	(252)
		3,991	886	4,569	1,323
Net cash flows to financing activities		1,938	1,154	2,608	1,967
Impact of currency exchange on cash and cash
equivalents		-	-	-	-
Net increase (decrease) in cash and cash equivalents		1,711	(208)	1,162	933
Cash and cash equivalents at the beginning of the year	15	3,710	3,918	1,305	372
Cash and cash equivalents at the end of the year	15	5,421	3,710	2,467	1,305
				(the end)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Notes to the financial statements

1. General information

AB Invalda INVL (hereinafter the Company) is a public limited liability company registered in the Republic of Lithuania on 20 March

1992. The address of its registered office is:

Gynėjų str. 14,

Vilnius,

Lithuania.

The Company is incorporated and domiciled in Lithuania. AB Invalda INVL is one of the asset management group and investing

company whose primary objective is to steadily increase the investors equity value, solely for capital appreciation or investment

income (in the form of dividends and interest). The Company’s main investments are in asset management, life insurance (until

30 November 2023), agriculture, real estate, bank activities. Asset management segment provides investment-related services

to investors and third parties. The entities of the asset management segment manage pension funds, alternative investments

(private equity, real assets and private debt), individual portfolios. Alternative and private equity funds and closed-ended

investment companies, bond and equity investment funds, are referred as collective investment undertakings.

In respect of each unconsolidated business the Company may also participate in the following investment-related activities, either

directly or through a consolidated subsidiary, if these activities are undertaken to maximize the investment return (capital

appreciation or investment income) from its investees and do not represent a separate substantial business activity or a separate

substantial source of income to the investment entity. The Company does not earn any management fees from unconsolidated

subsidiaries.

The Company’s shares are traded on the Baltic Secondary List of Nasdaq Vilnius. As at 31 December 2024 and 31 December

2023 the shareholders of the Company were:

	2024		2023
	Number of	Percentage	Number of	Percentage
	shares held	(%)	shares held	(%)
UAB Lucrum Investicija (sole shareholder Mr. Darius
Šulnis)	3,181,702	25.87	3,181,702	26.01
UAB LJB Investments (controlling shareholder Mr.
Alvydas Banys)	3,098,196	25.19	3,098,196	25.32
Mrs. Irena Ona Mišeikienė	3,048,161	24.78	3,048,161	24.90
Mr. Alvydas Banys	910,875	7.41	910,875	7.45
Ms. Indrė Mišeikytė	236,867	1.93	236,867	1.94
The Company (own shares)	282,584	2.30	229,541	1.88
Other minor shareholders	1,540,990	12.52	1,528,963	12.50
Total	12,299,375	100.00	12,234,305	100.00

The shareholders of the Company – Mr. Alvydas Banys, UAB LJB Investments, Mrs. Irena Ona Mišeikienė, Ms. Indrė Mišeikytė,

Mr. Darius Šulnis and UAB Lucrum Investicija – have signed the agreement on the implementation of a long-term corporate

governance policy. For the purpose of developing and implementing the long-term corporate governance policy the above

mentioned shareholders agreed to act in the interests of the Company. In order to implement this, the shareholders agreed in

advance coordinate their opinion on the issues considered at the general meeting of shareholders of the Company. The agreement

shall not be interpreted to mean an undertaking of the shareholders to vote unanimously on decisions taken at the general

meetings of shareholders of the Company. The sole purpose of the agreement is for shareholders to make known their position

and find out the position of the other shareholders in advance regarding the agenda items of the general meetings of shareholders

of the Company related to the implementation of the long-term corporate governance strategy of the Company and for the aim of

achieving the aims mentioned above to coordinate potential decisions in advance.

All the shares of the Company are ordinary shares with the par value of EUR 0.29 each and were fully paid as at 31 December

2024 and 2023. Subsidiaries and associates did not hold any shares of the Company as at 31 December 2024 and 2023.

As at 31 December 2024 the number of employees of the Group was 139 (as at 31 December 2023 – 124). As at 31 December

2024 the number of employees of the Company was 8 (as at 31 December 2023 – 7).

According to the Law on Companies of Republic of Lithuania, the annual financial statements prepared by the Management are

authorised by the General Shareholders’ meeting. The shareholders hold the power not to approve the annual financial statements

and the right to request new financial statements to be prepared.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

1 General information (cont’d)

The Group consists of the Company and the following consolidated directly and indirectly owned subsidiaries (hereinafter the

Group).

		Country of	Effective ownership directly/indirectly
		incorporation	held by the Company/Group (%)			Nature of business
		and place of	As at 31	As at 31
Name		business	December 2024	December 2023
Investment management
segment:					Pension and investments funds,
UAB INVL Asset Management		Lithuania	100.00	100.00	alternative investments, clients’	portfolio management
					Pension and investments funds,
IPAS INVL Asset Management		Latvia	100.00	100.00	clients’ portfolio management
					3	rd	pillar pension funds
AS INVL Atklātais Pensiju Fonds*		Latvia	100.00	100.00			management
UAB FMĮ INVL Financial Advisors		Lithuania	100.00	100.00	Private debt investments funds		Financial brokerage
UAB Mundus*		Lithuania	-	100.00			management
UAB INVL Farmland Management		Lithuania	100.00	100.00	Land administration services
UAB Invalda INVL Investments		Lithuania	100.00	100.00	General partner of managed entity		Dormant
INVL LUX GP1 S.à r.l.*	**	Luxembourg	100.00	100.00			-fund

*The entities were owned by the Company indirectly. In December 2024 UAB Mundus was merged to UAB INVL Asset

Management.

**Due to being immaterial to the financial position, performance and cash flows of the Group, the subsidiary was not

consolidated.

As at 31 December 2024 and 2023 the Group has also the following unconsolidated subsidiaries, which are measured at fair

value through profit or loss.

	Country of	Effective ownership directly/indirectly
	incorporation	held by the Company/Group (%)
	and place of	As at 31	As at 31
Name	business	December 2023	December 2024	Nature of business
				Investment into facilities
UAB IPPG	Lithuania	100.00	100.00	management entities
				Own book investment and life
				insurance activities until 30
INVL Life UAB	Lithuania	100.00	100.00	November 2023
VšĮ Iniciatyvos Fondas	Lithuania	100.00	100.00	Social initiatives activities
UAB Aktyvo	Lithuania	54.55	54.55	Management of bad debt
UAB Aktyvus Valdymas	Lithuania	100.00	100.00	Dormant
				Investment into agriculture entity
UAB Cedus Invest	Lithuania	100.00*	100.00	UAB Litagra (investment entity)
UAB MGK Invest	Lithuania	100.00	100.00	Dormant
UAB MBGK*	Lithuania	100.00	100.00	Dormant
UAB RPNG	Lithuania	100.00	100.00	Dormant
UAB Regenus	Lithuania	100.00	100.00	Dormant
UAB Consult Invalda	Lithuania	100.00	100.00	Dormant
UAB Cedus	Lithuania	100.00	100.00	Dormant
				Indirectly investment into MAIB
UAB MD Partners	Lithuania	51.37	51.37	bank (investment entity)

*These entities are owned indirectly by the Company as at 31 December 2024 and/or 2023.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

1 General information (cont’d)

The Group has not any significant restriction on ability to access or use its assets and settle its liabilities. The Company has not

any significant restriction on the ability of an unconsolidated subsidiary to transfer funds to the Company.

If the unconsolidated subsidiary has liquidity difficulties, the Company grants loans to the subsidiary after analysis of its needs.

The Company has not any contractual commitments to provide financial support to unconsolidated subsidiary. In 2024 and 2023

the Company has granted nil and EUR nil of loans to maintain the activity of the unconsolidated subsidiaries, respectively.

As at 31 December 2024 the Group has the following associates, which measured at fair value through profit or loss:

	Country of	Effective ownership
	incorporation and	directly/indirectly held by
Name	place of business	the Company/Group (%)	Nature of business
Agriculture activities:			The primary crop and
UAB Litagra*	Lithuania	48.81	livestock (milk) production,
			feed production and poultry
			farming
Real estate activities:
Special Closed-Ended Type Real Estate			Real estate owner and
Investment Company INVL Baltic Real	Lithuania	23.75**	lessor
Estate

*The entity is owned indirectly by the Company as at 31 December 2024.

**The determination of effective ownership is based on the existence of treasury shares in the entity as at 31 December 2024.

As at 31 December 2023 the Group has the following associates, which measured at fair value through profit or loss:

	Country of	Effective ownership
	incorporation and	directly/indirectly held by
Name	place of business	the Company/Group (%)	Nature of business
Agriculture activities:			The primary crop and
UAB Litagra*	Lithuania	48.81	livestock (milk) production,
			feed production and poultry
			farming
Real estate activities:
Special Closed-Ended Type Real Estate			Real estate owner and
Investment Company INVL Baltic Real	Lithuania	23.43	lessor
Estate

*The entity is owned indirectly by the Company as at 31 December 2023.

Through unconsolidated subsidiary UAB MD Partners the Company/the Group has indirectly invested into the largest Moldovan

bank Moldova-Agroindbank (MAIB). Heim Partners Limited effective ownership of MAIB is 39.88% after buy back of own shares

was completed in 2024. UAB MD Partners owns 37.5% of Heim Partners Limited shares and has entered into shareholders

agreement with other shareholders: the European Bank for Reconstruction and Development (37.5% of shares) (EBRD) and

subsidiary of fund managed by Ukrainian private equity manager Horizon Capital (25% of shares). All these shareholders have

obtained permission of the Moldovan central bank to indirectly acquire shares of MAIB. The Company owns 51.37% shares of

UAB MD Partners. Therefore the Company effectively owns 19.26% of economic benefits from the indirectly investments into

Heim Partners Limited and 7.68% of economic benefits from the indirectly investment into MAIB.

UAB Litagra has to receive bank consent to pay dividends as at 31 December 2024 and 2023. Special Closed-Ended Type Real

Estate Investment Company INVL Baltic Real Estate (hereinafter INVL Baltic Real Estate) has the right to pay dividends without

bank consent only if the ratio of EBITDA (earnings before interest, tax, depreciation and amortization) plus inflows and outflows

from subsidiaries (dividends or repayment of granted loan and new granted loans) plus change for provision for the performance

fee minus payable performance fee divided by the sum of debt service costs (interest and principal repayments) and dividends

would be higher than 1.1.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2. Summary of material accounting policies

The material accounting policies applied in preparing the Group’s and the Company’s financial statements for the year ended

31 December 2024 are as follows:

2.1. Basis of preparation

Statement of compliance

The financial statements of the Company and the consolidated financial statements of the Group have been prepared in

accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (hereinafter the EU).

These financial statements have been prepared on a historical cost basis, except for financial assets and liabilities at fair value

through profit or loss, investments to unconsolidated subsidiaries and associates measured at fair value through profit or loss and

assets of disposals group and associated liabilities classified as held for sale measured at the lower of carrying amount and fair

value less costs. The financial statements are presented in thousands of euro (EUR) and all values are rounded to the nearest

thousand except when otherwise indicated. From 1 January 2015 the euro became local currency of the Republic of Lithuania.

Adoption of new and/or changed IFRSs and IFRIC interpretations

The Group has adopted the new and amended IFRS and IFRIC interpretations as of 1 January 2024:

− Amendments to IAS 1: Classification of liabilities as current or non-current;

− Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback;

− Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements.

Amendments to IAS 1: Classification of liabilities as current or non-current

These amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the

end of the reporting period. Liabilities are non-current if the entity has a substantive right, at the end of the reporting period, to

defer settlement for at least twelve months. The guidance no longer requires such a right to be unconditional. The October 2022

amendment established that loan covenants to be complied with after the reporting date do not affect the classification of debt as

current or non-current at the reporting date. Management’s expectations whether they will subsequently exercise the right to defer

settlement do not affect classification of liabilities. A liability is classified as current if a condition is breached at or before the

reporting date even if a waiver of that condition is obtained from the lender after the end of the reporting period. Conversely, a

loan is classified as non-current if a loan covenant is breached only after the reporting date. In addition, the amendments include

clarifying the classification requirements for debt a company might settle by converting it into equity. ‘Settlement’ is defined as the

extinguishment of a liability with cash, other resources embodying economic benefits or an entity’s own equity instruments. There

is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion

option is classified as an equity instrument as a separate component of a compound financial instrument. The amendments had

no impact on the Group’s and the Company’s financial statements.

Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback

The amendments relate to the sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a

sale. The amendments require the seller-lessee to subsequently measure liabilities arising from the transaction and in a way that

it does not recognise any gain or loss related to the right of use that it retained. This means deferral of such a gain even if the

obligation is to make variable payments that do not depend on an index or a rate. The amendments had no impact on the Group’s

and the Company’s financial statements.

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

The amendments clarify the characteristics of supplier finance arrangements and require additional disclosure of such

arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in

understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The

amendments had no impact on the Group’s and the Company’s financial statements.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.1 Basis of preparation (cont’d)

Standards adopted by the EU but not yet effective

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability (effective for annual periods

beginning on or after 1 January 2025)

In August 2023, the IASB issued amendments to IAS 21 to specify how an entity should assess whether a currency is

exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require

disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable

into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The

Group and the Company are expecting that the amendments would be not relevant for them.

Standards not yet adopted by the EU

Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective for

annual periods beginning on or after 1 January 2026 once adopted by the EU)

These amendments: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new

exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for

assessing whether a financial asset meets the solely payments of principal and interest criterion; c) add new disclosures for certain

instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the

achievement of environment, social and governance targets); and (d) update the disclosures for equity instruments designated at

fair value through other comprehensive income. The Group and the Company are currently assessing the impact of the

amendments on their financial statements. It is expected that derecognition exception for financial liabilities settled through an

electronic cash transfer system would be relevant for most entities, but are not expecting that impact would be material, as in

practice the same approach is mostly applied already in Lithuania.

IFRS 18 Presentation and Disclosure in Financial Statements effective for annual periods beginning on or after 1 January 2027

once adopted by the EU)

IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals.

Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five

categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also

requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and

includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary

financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows,

which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’

to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. The Group

and the Company is currently working to identify all impacts the amendments will have on the primary financial statements and

notes to the financial statements.

Other amendments to existing standards and new standards, which have not yet been adopted by the EU, are not relevant to the

Group and the Company.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.2. Investment entity and consolidated financial statements

Investment entity

The Company has multiple unrelated investors and holds multiple investments. Ownership interests in the Company are in the

form of equity securities issued by the Company – ordinary registered shares. In the management’s opinion, the Company meets

the definition of an investment entity as the following conditions exist:

(i) funds are obtained from investors for the purpose of providing them with investment management services;

(ii) it is committed to investors that its business purpose in to invest funds solely for capital appreciation, investment income,

or both; and

(iii) it is measured and evaluated the performance of substantially all of its investments on a fair value basis.

The Board of Directors approved exit strategies for the Company’s investments, which do not have definitive maturity terms. The

Company and the Group also invest to the collective investment undertakings, which have limited life or are traded on exchange

or are open-ended funds with right to redeem on daily basis.

Each Company’s investments are fair valued and such fair value information is provided both to the Company’s investors on

reporting date and also for internal management reporting purposes.

In addition, management has assessed that the following characteristics further support investment entity categorization:

Company holds several investments itself in the investment funds managed by management company owned by the Company

(this management company is providing investment-related services and is consolidated), investments in the funds are held by

several investors, the investors are not related parties and the investments are held mostly in form of equity.

An investment entity may provide investment-related services, either directly or through a subsidiary, to third parties as well as to

its investors, even if those activities are substantial to the entity, subject to the entity continuing to meet the definition of an

investment entity. An investment entity may also participate in the following investment-related activities, either directly or through

a subsidiary, if these activities are undertaken to maximize the investment return (capital appreciation or investment income) from

its investees and do not represent a separate substantial business activity or a separate substantial source of income to the

investment entity:

(a) providing management services and strategic advice to an investee; and

(b) providing financial support to an investee, such as a loan, capital commitment or guarantee.

The management has assessed that investment-related services provided to third parties is ancillary to its core investing activities

and therefore does not change its business purpose therefore the Company meets the definition of an investment entity.

Subsidiaries

The Company has two types of subsidiaries. One type of subsidiaries are controlled subsidiary investments (hereinafter

unconsolidated subsidiary). They are measured at fair value through profit or loss and not consolidated, in accordance with IFRS

10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other investments measured at

fair value through profit or loss, and as described in the Note 2.10 below.

The other type of subsidiaries provide investment-related services (investment advisory services, investment management) to the

investors and third parties (hereinafter consolidated subsidiary). They are not themselves investment entities. The Company

considers whether providing services to third parties is ancillary to its core investing activities, when assesses whether it qualifies

as an investment entity. These subsidiaries that provide services that are related to the entity’s investment activities are

consolidated.

Associates

An associate is an entity, over which the Company has significant influence and that is neither a subsidiary nor an interest in a

joint venture. Investments that are held as part of the Company’s investment portfolio are carried at fair value even though the

Company may have significant influence over those companies. This treatment is permitted by IAS 28 ‘Investments in associates

and joint ventures’ as exception from applying the equity method.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.3. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its consolidated subsidiaries that

provide services that are related to the entity’s investment activities. The financial statements of the consolidated subsidiaries are

prepared for the same reporting year as the parent company, using consistent accounting policies.

Consolidated subsidiaries are all entities (including structured entities) over which the group has control and that provide services

that are related to the entity’s investment activities. The Group controls an entity when the group is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Consolidated subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control,

and continue to be consolidated until the date that such control ceases. All intra-group balances, transactions, income and

expenses, unrealised gains and losses and dividends resulting from intra-group transactions that are recognised in assets, are

eliminated in full.

Some Group’s consolidated subsidiaries managed collective investment undertakings and pension funds. The Group analyse

whether it is acting primarily as a principal (therefore, controls entities or funds) or as an agent (therefore, do not control them) in

exercising its power over the funds. Fund managers generally have power over the relevant activities of the funds that they

manage through their exercise of delegated power, and exposure to variability of returns through incentive fees and/or co-

investment. Therefore, the link between power and returns is usually key for fund managers assessing whether a fund manager

has control over the fund. Aggregate economic interests and investors held rights, including kick-out rights, are assessed together

to decide whether the Group have control over managed entities and funds.

Non-controlling interest is the equity in a consolidated subsidiary not attributable, directly or indirectly, to a parent and is presented

separately in the consolidated income statement and within equity in the consolidated statement of financial position, separately

from parent shareholders’ equity. The group treats transactions with non-controlling interests 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 consolidated subsidiary is recorded in equity. Gains or losses on disposals to

non-controlling interests are also recorded in equity.

Total comprehensive income (losses) within a consolidated subsidiary are attributed to the non-controlling interest even if that

results in a deficit balance.

When the Group ceases to have control of a consolidated subsidiary any retained interest in the entity is remeasured to its fair

value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes

of subsequently accounting for the retained interest as an associate or financial asset. In addition, any amounts previously

recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the

related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified

to profit or loss or retained earnings, as appropriate.

2.4. Functional and presentation currency

The financial statements are prepared in euro (EUR), which is local currency of the Republic of Lithuania, and presented in EUR

thousand. Euro is also the local currency of the Republic of Latvia. Euro is the Company’s functional currency and the Company’s

and the Group’s presentation currency. The exchange rates in relation to other currencies are set daily by the European Central

Bank and the Bank of Lithuania.

As these financial statements are presented in euro thousand, individual amounts were rounded. Due to the rounding, totals in

the tables may not add up.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.5. Property, plant and equipment

Property, plant and equipment is stated at cost, excluding the costs of day to day servicing, less accumulated depreciation and

accumulated impairment losses. Such cost includes the cost of replacing part of the plant and equipment when the cost is incurred,

if the recognition criteria are met. Replaced parts are written off. The Group and the Company have elected to present right-of-

use assets as property, plant and equipment. The right-of-use assets comprise leased properties. The accounting policy of right-

of-use assets is disclosed in Note 2.15.

The carrying values of property, plant and equipment are reviewed for impairment when events or change in circumstances

indicate that the carrying value may not be recoverable.

Depreciation is calculated using the straight-line method over the following estimated useful lives.

Leased properties (right-of-use assets)	0.25-4 years
Other non-current assets	3–6 years

The asset residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year

end to ensure that they are consistent with the expected pattern of economic benefits from items in property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from

its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in the income statement within “other income” in the year the asset is

derecognised.

2.6. Intangible assets other than goodwill

Intangible assets are measured initially at cost. Intangible assets are recognised if it is probable that future economic benefits that

are attributable to the asset will flow to the enterprise and the cost of asset can be measured reliably. After initial recognition,

intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. The useful lives

of intangible assets other than goodwill are assessed to be finite. Intangible assets are amortised using the straight-line method

over the best estimate of their useful lives.

Funds’ management rights

Funds’ management rights include investment, private debt investments, pension funds and portfolio of clients acquired during

asset management entities acquisition. Funds’ management rights acquired in a business combination are capitalised at the fair

value at the acquisition date and treated as an intangible asset. Following initial recognition, funds’ management rights are carried

at cost less any accumulated impairment losses. Funds’ management rights were amortised during 5 - 10 years.

Software

The costs of acquisition of new software are capitalised and treated as an intangible asset if these costs are not an integral part

of the related hardware. Software is amortised during 1-4 years.

Costs incurred in order to restore or maintain the future economic benefits that the Group and the Company expect from the

originally assessed standard of performance of existing software systems are recognised as an expense when the restoration or

maintenance work is carried out.

2.7. Business combinations and goodwill

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for

the acquisition of a consolidated subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners

of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or

liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable

assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured

initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling

interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of

acquiree’s identifiable net assets.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and

designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.7 Business combinations and goodwill (cont’d)

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent

changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, will be recognised in

accordance with IFRS 9 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is

classified as equity, it should not be remeasured until it is finally settled within equity. In instances where the contingent

consideration does not fall within the scope of IFRS 9, it is measured in accordance with the appropriate IFRS.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date

fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets

acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held

interest measured is less than the fair value of the net assets of the consolidated subsidiary acquired in the case of a bargain

purchase, the difference is recognised directly in the income statement.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Where goodwill forms part of

a cash generating unit (group of cash generating units) and part of the operation within that unit is disposed of, the goodwill

associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss

on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the

operation disposed of and the portion of the cash generating unit retained.

2.8. Investments in subsidiaries, associates (the Company)

Investments in unconsolidated subsidiaries, associates are measured at fair value through profit or loss. Loans granted to

unconsolidated subsidiaries and associates are considered as part of investments to subsidiaries and associates. They are

measured together with equity part of investments to unconsolidated subsidiaries and associates at fair value through profit or

loss.

Interest on loans granted at fair value through profit or loss is recognised in the income statement within ‘other income’ based on

the effective interest rate.

When the fair value of investments into unconsolidated subsidiaries and associates together with loans granted to unconsolidated

subsidiaries/associates is determined, the value is split into legal components, i.e. between debt and equity instruments. The

amortised cost of loans granted is attributed to debt instruments. The remaining value is attributed to equity instruments of the

unconsolidated subsidiary.

Investments in consolidated subsidiaries are accounted for using the equity method of accounting. Under the equity method, the

investment in the consolidated subsidiary is carried in the statement of financial position at cost plus post acquisition changes in

the Company’s share of net assets of the consolidated subsidiary. Goodwill relating to a consolidated subsidiary is included in the

carrying amount of the investment and is neither amortised nor individually tested for impairment. The statement of comprehensive

income reflects the share of the results of operations of the consolidated subsidiary. Where there has been a change recognised

in the other comprehensive income of the consolidated subsidiary, the Company recognises its share of any changes and

discloses this, when applicable, in the other comprehensive income. Company’s share in the changes in the net assets of the

consolidated subsidiary that are not recognised in profit or loss or other comprehensive income (OCI) of the consolidated

subsidiary, are recognised in equity. Unrealised gains and losses (unless the transaction provides evidence of the impairment of

asset transferred) resulting from transactions between the Company and the consolidated subsidiary are eliminated to the extent

of the interest in the consolidated subsidiary.

The reporting dates of the consolidated subsidiary and the Company are identical and the consolidated subsidiary’s accounting

policies conform to those used by the Company for like transactions and events in similar circumstances. After application of the

equity method, the Company determines whether it is necessary to recognise an additional impairment loss of the Company’s

investment in its consolidated subsidiaries. The Company determines at each reporting date whether there is any objective

evidence that the investment in consolidated subsidiary is impaired. If this is the case the Company calculates the amount of

impairment as being the difference between the recoverable amount of the consolidated subsidiary and its carrying value and

recognises the amount in the statement of comprehensive income. When the Company’s share of losses in a consolidated

subsidiary equals or exceeds its interest in the consolidated subsidiary, including any other unsecured receivables, the Company

does not recognise further losses, unless it has incurred obligations or made payments on behalf of the consolidated subsidiary.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.9. Financial assets

Financial assets within the scope of IFRS 9 are classified as either financial assets at fair value through profit or loss (either

through other comprehensive income or through profit or loss) or financial assets measured at amortised cost. The classification

depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets

measured at fair value, gains and losses will either be recorded in profit or loss or in other comprehensive income. The Group and

the Company reclassify debt instruments when and only when their business model for managing those assets changes.

Financial assets are recognised when the Group and the Company become parties to the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been

transferred and the Group and the Company have transferred substantially all the risks and rewards of ownership.

All regular way purchases and sales of financial assets are recognised on the settlement date. Regular way purchases or sales

are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or

convention in the marketplace.

At initial recognition, the Group/the Company measures a financial asset at its fair value plus, in the case of a financial asset not

at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction

costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

The Group and the Company classify their investments in debt and equity securities, and derivatives, as financial assets at fair

value through profit or loss.

Debt instruments

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and

interest are measured at amortised cost. Interest income from these financial assets is calculated using the effective interest rate

method and presented as “other income” in the income statement. Any gain or loss arising on derecognition is recognised directly

in profit or loss. Impairment losses are presented as separate line item in the income statement. The Group’s and the Company’s

financial assets at amortised cost comprised trade and other receivables, cash and cash equivalents.

Assets that do not meet the criteria for amortised cost or at fair value through other comprehensive income are measured at fair

value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss

is recognised in profit or loss and presented net within “Net changes in fair value of financial instruments at fair value through

profit or loss” in the period in which it arises. As the Company is investment entity, which business model is to evaluate and

manage investments at fair value, the debt securities, loans granted to the owned investments are measured at fair value through

profit or loss.

Equity instruments

The Group and the Company subsequently measure all equity investments at fair value through profit or loss. Changes in the fair

value of these financial assets are recognised within “Net changes in fair value of financial instruments at fair value through profit

loss” in the income statement.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally

enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle

the liability simultaneously.

2.10. Fair value estimation

The fair value of investments traded in active markets is based on quoted market prices at the close of trading, which is the date

closest to the reporting date. The fair value of investments that are not traded in active markets is determined by using valuation

techniques. Such valuation techniques may include the most recent transactions in the market, the market price for similar

transactions, discounted cash flow analysis or any other valuation models.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.11. Impairment of financial and contract assets

The Group and the Company assess on a forward-looking basis the expected credit losses associated with their financial assets

carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in

credit risk. The Group’s and the Company’s financial assets at amortised cost comprised trade and other receivables, cash and

cash equivalents. Cash and cash equivalents are considered to be low credit risk at the reporting date (Stage 1). Therefore, the

Group/the Company is not relevant a three-stage model for impairment for financial assets other than trade receivables. Loans

granted are measured at fair value through profit or loss as part of investments to unconsolidated subsidiaries and associates.

For Stage 1 financial assets 12-month expected credit losses (‘ECL’) are recognised and interest revenue is calculated on the

gross carrying amount of the asset (that is, without deduction for credit allowance). 12-month ECL are the expected credit losses

that result from default events that are possible within 12 months after the reporting date. It is not the expected cash shortfalls

over the 12-month period but the entire credit loss on an asset weighted by the probability that the loss will occur in the next 12

months.

The financial asset is considered as credit-impaired, if objective evidence of impairment exists at the reporting date. Evidence of

impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or

delinquency in payments, the probability that they will enter bankruptcy or other financial reorganisation.

Financial assets are written off, in whole or in part, when there is no reasonable expectation of recovery. Indicators that there is

no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the

debtor. Impaired debts are derecognised when they are assessed as uncollectible.

For trade, other receivables and contract assets, the Group/the Company applies the simplified approach, which requires expected

lifetime losses to be recognised from initial recognition of the receivables. Trade receivables and contract assets are classified

either to Stage 2 or Stage 3:

− Stage 2 – comprises receivables for which there the simplified approach was applied to measure the expected lifetime credit

losses, except for certain trade receivables classified in Stage 3;

− Stage 3 – comprises trade receivables which are overdue more than 90 days (except is reasonable explanation for that) or

individually identified as impaired.

The Group trade receivables and contract assets mainly comprised receivables from related parties and managed funds by the

subsidiaries. The Company’s trade receivables and contract assets mainly comprised receivables from related parties. Trade

receivables is covered within month after reporting date or settlement is deferred by the Group decision. Therefore, for Stage 2

trade receivables/contract assets the ECL are calculated and recognised if would be determined material amount for potential

impairment based on settlement of trade receivables after reporting date.

2.12. Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If

collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current

assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant

financing components, when they are recognised at fair value. The Group and the Company hold the trade receivables with the

objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective

interest method. Details about the Group’s and Company’s impairment policies and the calculation of the loss allowance are

provided in Note 2.11.

2.13. Cash and cash equivalents

Cash and cash equivalents in the statement of financial position and for purpose of the cash flow statement comprise cash at

banks and short-term deposits with an original maturity of three months or less.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.14. Financial liabilities

The Group and the Company recognise a financial liability when they first become parties to the contractual rights and obligations

in the contract.

All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value through

profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at

amortised cost using the effective interest method or at fair value through profit or loss. A financial liability is derecognised when

the obligation under the liability is discharged or cancelled or expires.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from

suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating

cycle of the business if longer). Financial liabilities included in trade payables are recognised initially at fair value and subsequently

at amortised cost. The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability

is less than one year, discounting is omitted.

Borrowings

Borrowings are recognised initially at fair value less directly attributable transaction costs. After initial recognition, borrowings are

subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless

the Group/Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting

period.

Financial liabilities at fair value through profit or loss

After initial recognition, financial liabilities at fair value through profit or loss are subsequently measured at fair value through profit

or loss. To this group of financial liabilities is attributable contingent consideration and derivatives that are liabilities .

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.15. Leases

At inception of a contract, the Group and the Company assess whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

At commencement or on modification of a contract that contains a lease component, the Group and the Company allocate the

consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group and the Company

recognise a right-of-use asset and a lease liability at the lease commencement date.

Right-of-use assets

The right-of-use asset is initially measured at cost which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle

and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives

received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the

end of the lease term, unless the lease transfers ownership of the underlying asset to the Group/the Company by the end of the

lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use

asset will be depreciated over the useful life of the underlying asset which is determined on the same basis as those of property

and equipment In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain

remeasurements of the lease liability. As at 31 December 2024 and 2023 right-of-use assets of the Group/the Company relate to

leased properties and are depreciated over 0.25-4 and 1.25-5 years, respectively.

The Group/the Company presents right-of-use assets in ‘property, plant and equipment' in the statement of financial position.

Lease liability

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, the Group's/the Company’s

incremental borrowing rate. The Group/the Company determines its incremental borrowing rate by obtaining interest rates from

various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

- fixed payments, including in-substance fixed payments, less any lease incentives receivable;

- variable lease payments that depend on ar. index or a rate, initially measured using the index or rate as at the

commencement date;

- amounts expected to be payable under a residual value guarantee; and

- the exercise price under a purchase option that the Group/the Company is reasonably certain to exercise, lease payments

in an optional renewal period if the Group/the Company is reasonably certain to exercise an extension option, and

penalties for early termination of a lease unless the Group/the Company is reasonably certain not to terminate early.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the

lease payments made. In addition, it is remeasured when there is a change in future lease payments arising from a change in an

index or rate, if there is a change in the Group's/the Company’s estimate of the amount expected to be payable under a residual

value guarantee, if the Group/the Company changes its assessment of whether it will exercise a purchase, extension or

termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a

corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying

amount of the right-of-use asset has been reduced to zero.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event

or condition that triggers the payment occurs.

The Group/the Company lease liabilities in separate line in the statement of financial position.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.15 Leases (cont’d)

Short-term leases and leases of low-value assets

The Group/the Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and

short-term leases. The Group/the Company recognises the lease payments associated with these leases as an expense on a

straight-line basis over the lease term.

Lease modification

Lease modification is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and

conditions of the lease. The Group/the Company account for a lease modification as a separate lease if the modification increases

the scope of the lease by adding the right to use one or more underlying assets and the consideration for the lease increases by

an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-

alone price to reflect the circumstances of the particular contract. For a lease modification that is not accounted for as a separate

lease, at the effective date of the lease modification the Group/the Company allocate the consideration in the modified contract to

each lease component on the basis of its relative stand-alone prices, determine the lease term of the modified lease and

remeasure the lease liability by discounting the revised lease payments using a revised discount rate. The revised discount rate

is determined as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined,

or the lessee’s incremental borrowing rate at the effective date of the modification, if the interest rate implicit in the lease cannot

be readily determined. For a lease modification that is not accounted for as a separate lease, the Group/the Company account

for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full

termination of the lease for lease modifications that decrease the scope of the lease and making a corresponding adjustment to

the right-of-use asset for all other lease modifications, the Group/the Company recognize in profit or loss any gain or loss relating

to the partial or full termination of the lease.

2.16. Revenue recognition and costs to obtain contract with customers

Revenue from contracts with customers includes asset management, brokerage and other services revenue.

Revenue from the asset management and brokerage services

Revenue from asset management services is recognized as a percentage from asset under management or investors

commitments over the period in which the control of the asset management services is transferred to the client, i.e. when services

are provided. Asset management services are provided as long as the client has the investment in funds managed by the Group.

Revenue from brokerage services is recognized at point in time when the control of the brokerage services is transferred to the

client, i.e. when services are actually provided. It is the date when securities are recorded on the client’s account (transaction

settlement date).

The Group assesses whether some asset management services are separate services provided to the customer (i.e. separate

performance obligation). If the service is a separate service provided to the customer, its income is recognized when the service

is actual provided. If it is not a separate service provided to the customer but part of the asset management service to manage

funds, the recognition of the revenue is deferred and recognized over the average period of the client's contract. The Group earns

fund distribution income from investors that invest into certain funds. The Group analysed whether distribution is a separate service

provided to the clients or part of the asset management service to manage funds and concluded that the distribution of alternative

funds for informed investors and the distribution of investment funds is separate service, as each fund is specialized, and the

Group provides a separate identification service for the person or entity investing in such a fund, which includes elements of fund

selection and application. Meanwhile, in the case of the distribution of Lithuanian pension funds (actual until 2023, when retail

business was transferred), the Company assesses that the distribution is not a separate service, but a part of the asset

management service, because pension funds are standardized products designed for a retail client. As a result, the revenue of

the pension fund distribution fee is considered as a contractual obligation and recognized over the average term of the client

contract - 10 years.

The Group earns variable remuneration - a success fee when the return of certain funds exceeds the expected return limit.

Depending on the fund rules, the Group earns the right to a success fee as soon as the fund's return exceeds the expected return

limit or only at the end of the fund's life when the fund's assets are distributed. The Group recognizes the success fee as revenue

when it earns the right to a calculated success fee, but only to the extent that it is highly probable that a significant reversal in the

amount of success fee recognised will not occur when the uncertainty associated with the variable consideration is subsequently

resolved.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.16 Revenue recognition and costs to obtain contract with customers (cont’d)

Costs to obtain contracts with customers (actual until 2023, when retail business was transferred)

Costs to obtain contracts with customers are commissions paid to external intermediaries for distribution of pension funds. They

are capitalised and presented in the statement of financial position within ‘Intangible and costs to obtain contracts with customers

assets’. The amortization period used for Costs to obtain contracts with customers is 10 years and is based on the average

expected duration of the client's stay with the Group.

Interest income

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for

financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied

to the net carrying amount of the financial asset (after deduction of the loss allowance).

Disposal of investments

Gain (loss) from sale of investment is recognised when the significant risk and rewards of ownership of the investment have

passed to the buyer and are recognised within operating activity, as the parent company treats the securities trading as its main

activity.

Dividends income

Income is recognised when the Group’s and the Company’s right to receive the payment is established.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.17. Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised

in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the

reporting period in the countries where the Company and its consolidated subsidiaries operate and generate taxable income.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is

subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax

authorities.

The standard income tax rate in Lithuania was 15 % in 2024 and in 2023. From 2025, the standard corporate tax rate in Lithuania

is 16%. Starting from 2010, tax losses can be transferred within Lithuania at no consideration or in exchange for certain

consideration between the group companies if certain conditions are met.

Deferred income taxes are calculated using the liability method. Deferred income taxes reflect the net tax effects of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for

income tax purposes. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to reverse based on tax rates enacted or substantially enacted at

the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

− Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not

a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

− In respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the

reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the

foreseeable future.

By Lithuanian Income Tax Law shall be not taxed sale of shares of an entity, registered or otherwise organised in a state of the

European Economic Area or in a state with which a treaty for the avoidance of double taxation has been concluded and brought

into effect and which is a payer of corporate income tax or an equivalent tax, to another entity or a natural person where the entity

transferring the shares held more than 10% of voting shares in that entity for an uninterrupted period of at least two years. If

mentioned condition is met or will be met by judgement of the management of the Company, there are not recognised any deferred

tax liabilities or assets in respect of temporary differences associated with these investments. By Lithuanian Income Tax Law shall

be not also taxed income from investments into collective investment undertakings.

Deferred tax asset has been recognised in the statement of financial position to the extent the management believes it will be

realised in the foreseeable future, based on taxable profit forecasts. If it is believed that part of the deferred tax asset is not going

to be realised, this part of the deferred tax asset is not recognised in the financial statements.

Deferred tax asset are not recognised:

− Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or

liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting

profit nor taxable profit or loss;

− In respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred tax assets

are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and

taxable profit will be available against which the temporary differences can be utilised.

In Lithuania tax losses can be carried forward for indefinite period, except for the losses incurred as a result of disposal of securities

and/or derivative financial instruments. In Lithuania such carrying forward is disrupted if the Company changes its activities due

to which these losses incurred except when the Company does not continue its activities due to reasons which do not depend on

the Company itself. In Lithuania the losses from disposal of securities and/or derivative financial instruments can be carried

forward for 5 consecutive years and only be used to reduce the taxable income earned from the transactions of the same nature.

From 1 January 2014 current year taxable profit could be decreased by previous year tax losses only up to 70% in Lithuania.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.17 Current and deferred income tax (cont’d)

According to the new Corporate Income Tax Act of Latvia the annual profit would be not taxed. Corporate income tax would be

paid on distributed profit, including conditional distributed profit as for example: expenditure not related to economic activities,

some loans granted to related parties, some provisions for doubtful debts. The tax rate on (net) distributed profit would be 20/80.

The tax base would be reduced by the gain on sale of shares, if the shares were held for an uninterrupted period of at least 36

months. The excess gain can be transferred and utilized in the future periods. The income tax payable on dividends from Latvian

consolidated subsidiaries is recognised as the income tax expense of the period in which the dividends are declared, except for

deferred tax liability from undistributed profit earned from 1 January 2018 recognised by the Group when it expected to be

distributed in the foreseeable future.

In Estonia taxation applied only upon distribution of dividends with the tax rate on (net) distributed profit equalled to 20/80.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer

probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised

deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future

taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current

tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on

either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.18. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are

recognised in equity as a deduction, net of tax, from the retained earnings. Where any group company purchases the company’s

equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income

taxes) is deducted from equity attributable to the company’s equity holders until the shares are cancelled or reissued. Where such

shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and

the related income tax effects, is included in equity attributable to the company’s equity holders.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.19. Employee benefits

Social security contributions

The Company and the Group pay 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. A defined contribution plan is

a plan under which the Group pays fixed contributions into the Fund and will have no legal or constructive obligations to pay

further contributions if the Fund does not hold sufficient assets to pay all employees benefits relating to employee service in the

current and prior period. Social security contributions are recognised as expenses on an accrual basis and included in payroll

expenses.

Bonus plans

The Company and the Group recognise a liability and an expense for bonuses where contractually obliged or where there is a

past practice that has created a constructive obligation. The bonus plans that provides the employee with a choice of two

settlement alternatives that are mutually exclusive, and in which one of the alternative is equity-settled share-based payment and

other alternative is cash that is not share-based payment, accounted for as a share-based payment by applying the requirements

in IFRS 2 for compound instruments by analogy. The liability for the cash alternative that is not share-based payment are measured

and remeasured in accordance with IAS 19 for such arrangements with employees. Some part of bonuses payment is deferred

from one to five years after end of reporting period and employment contract have to be not terminated until payment date to

receive relevant part of bonus. The deferred amount of bonuses is recognised into profit or loss over the service vesting period.

Any incremental fair value of the share-based payment over the initial value of the liability component is accounted for as an equity

component. If and when the choice for a cash alternative is sacrificed, then the liability is reclassified to equity and further the

Group/the Company recognise employee services received as equity‑settled share‑based payment transactions.

Pension obligations

If there is an individual arrangement with an employee the Company and the Group may make payments into defined contribution

pension plans. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity.

The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all

employees the benefits relating to employee service in the current and prior periods.

2.20. Share-based payments

The Group operates a number of equity-settled, share-based compensation plans (including bonus plans with cash-alternative),

under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair

value of the employee services received in exchange for the grant of the options is recognised as an employee benefits expense.

The total amount to be expensed as equity component of share based payments is determined by reference to the fair value of

the options granted:

− including any market performance conditions;

− excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth

targets and remaining an employee of the entity over a specified time period); and

− excluding the impact of any non-vesting conditions (for example, the requirement for employees to save).

Grant date is the date at which the Group/Company and the employee agree to a share-based payment arrangement, and requires

that the entity and the employee have a shared understanding of the terms and conditions of the arrangement. If the agreement

is subject to an approval process, then grant date is the date on which that approval is obtained. If the employee services is

rendered before grant date, the Group/the Company estimating the fair value of the equity instruments is by assuming that grant

date is at the reporting date. Once grant date has been established, the Group/the Company revises the earlier estimates so that

the amounts recognised for services received are based on the grant-date fair value of the equity instruments.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.20 Share-based payments (cont’d)

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total

expense is recognised into profit or loss over the vesting period, which is the period over which all of the specified vesting

conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are

expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if

any, in the income statement, with a corresponding adjustment to equity (to separate share based payments reserve).

If the share-based payments are granted by the consolidated subsidiary and is settled in the equity instruments of consolidated

subsidiary (by issue new shares), the credit entry to equity is to non-controlling interests.

When the options are exercised, the Company issues new shares or sell own shares. The proceeds received net of any directly

attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised by

issuing of new shares.

In its separate financial statements the grant by the Company of options over its equity instruments to the employees of subsidiary

undertakings in the group is treated as a capital contribution. The fair value of employee services received, measured by reference

to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a

corresponding credit to equity.

Share - based payments – modification and cancellation

If the terms of an equity-settled award are modified, at a minimum an expense is recognised as if the terms had not been modified.

An additional expense is recognised for any modification that increases the total fair value of the share-based payment

arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet

recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and

designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a

modification of the original award, as described in the previous paragraph.

If an equity award is cancelled by forfeiture, when the vesting conditions (other than market conditions) have not been met, any

expense not yet recognised for that award, as at the date of forfeiture, is treated as if it had never been recognised. At the same

time, any expense previously recognised on such cancelled equity awards are reversed from the accounts effective as at the date

of forfeiture.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Share - based payment – settlement choice of employee

If the counterparty has the right to choose whether a share‑based payment transaction is settled in cash or by issuing equity

instruments, the Group/the Company has granted a compound financial instrument, which includes a debt component and an

equity component. The fair value of the compound financial instrument is the sum of the fair values of the two components. The

Group/the Company measure the fair value of the debt component as the fair value of the liability under the cash alternative. If

the liability for the cash alternative that is not share-based payment are measured and remeasured in accordance with IAS 19 for

such arrangements with employees. The equity component is recognised initially at the difference between the fair value of the

compound financial instrument as a whole and the fair value of the liability component, taking into account that the counterparty

must forfeit the right to receive cash in order to receive the equity instrument. The Group/the Company account separately for

employee services received in respect of each component of the compound financial instrument. For the debt component, the

Group/the Company recognise employee services received, and a liability to pay for those services, as the counterparty renders

service. For the equity component, the Group/the Company recognise employee services received, and an increase in equity, as

the counterparty renders service as equity‑settled share‑based payment transactions. If and when the choice for a cash alternative

is sacrificed, then the liability is reclassified to equity and further recognise employee services received as equity‑settled

share‑based payment transactions. If the Group/the Company pays in cash on settlement rather than issuing equity instruments,

that payment settled the liability in full. Any equity component previously recognised remain within equity.

2.21. Comparative figures

After transfer of retail business funds distribution fees expenses became very small and they are attributed to other expenses in

the income statement, but professional fees expenses are included directly to income statement (in previous year it was

disclosed in caption ‘other expenses’). Therefore, income statements amount for 2023 was restated.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.22. Significant accounting judgements and estimates

The preparation of financial statements requires management of the Group and the Company to make judgements and estimates

that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities, at the end of

reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a

material adjustment to the carrying amount of the asset or liability affected in the future periods.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

Judgements

In the process of applying the Group accounting policies, management has made the following judgement, which has most

significant effect on the amounts recognised in the consolidated financial statements:

Investment entity

According to the management, the Company meets all the defining criteria of an investment entity from the split-off in 2014 and

henceforth investments in unconsolidated subsidiaries and associates are measured at fair value through profit or loss. The

management is continually reviewing whether the Company meets all the defining criteria of an investment entity. In addition, the

management assesses the Company’s operation objective, investment strategy, origin of income and fair value models and

whether investment-related services provided by the consolidated subsidiaries to third parties are ancillary to its core investing

activities.

The identification of customer of asset management entities

When the Group starts to manage the new fund, it decides on who is the client of the Group: the fund itself or its participant. This

decision affects the accounting for the cost of concluding contracts with fund participants in accordance with IFRS 15. The Group

has made the following decisions about who is the client of the funds it manages:

− In the case of Lithuanian pension funds (actual until 2023, when retail business was transferred), its client is each participants

of the fund, because the Group manages the information of the fund participant and communicates directly with each

participant of pension funds. As a result, incremental costs to obtain contract for these clients are capitalised by the Group;

− In the case of investment funds, alternative funds and Latvian pension funds, the Group estimates that its client is a fund

rather than a separate fund participant. This solution is based on the fact that these funds are distributed and relationships

with fund investors are supported by intermediaries - usually financial brokerage firms or fund platforms. The Group usually

has no contact with the investors of these funds and does not directly communicate with them. Often, the Group does not

even have information about the end customers because it only accesses the compound account of the investors and not the

individual accounts of the fund participants. As a result, incremental costs to sign-up new investors to these funds are

expensed as incurred by the Group.

Success fee

The Group does not recognize the success fee, accrued in the managed funds, as revenue until the condition for non-returnable

payment of it is not met. The Group is judged that until the condition for non-returnable payment is met, it is exist significant

uncertainty about the possible amount, timing of payment and a significant reversal in received amount of success fee, if it

applicable. As at 31 December 2023 and 2024 the Group has not received any success fee, which could be returned to managed

funds. In 2023, following discussions with the Latvian competent authority regarding the interpretation of Latvian applicable law,

the Latvian subsidiary returned EUR 685 thousand of success fees to its managed pension funds.

Control of managed entities/funds

The Group decides whether is control managed entities and funds. The main factors that the Group is assessed together are

aggregate economic interests and investors held rights, including kick-out rights. A higher aggregate economic interest was

identified for the closed-ended type investment companies INVL Technology and INVL Baltic Real Estate. Unlike other managed

funds, the shareholders of these entities have full voting rights, as in any joint stock company. Investors can realize return from

them first by selling shares on the stock exchange and receiving dividends. Decisions regarding dividends can only be made by

shareholders and not by fund managers and the Group does not have sufficient power to alone decide regarding dividend. Both

companies have at least two other major shareholders holding together larger shareholdings than the Group. These shareholders

also jointly control the Group. Therefore, after assessment the Group decides that it do not have control over managed entities

and funds.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.22 Significant accounting judgements and estimates (cont’d)

Judgements (cont’d)

Discontinued operation (applicable for 2023)

On 22 November 2022 the Company and AB Šiaulių Bankas signed an agreement on the merger of part of the retail businesses.

Second and third pillar pension funds and investment funds asset management business in Lithuania and also life insurance

activities would be transferred to group of AB Šiaulių Bankas for 62,270,383 shares of AB Šiaulių Bankas, which will constitute

9.39 % of AB Šiaulių Bankas.

The transferred businesses do not meet the criteria for discontinued operation for the following reason:

− The pension fund’s and the investment fund’s asset management business is not a component of the entity, due to the fact

that its operations and cash flows cannot be separately identified.

− The transferred businesses are not major line of businesses of the Group. The pension fund’s and the investment fund’s

asset management business is part of the Group’s asset management segment. Also in the Group remains the management

of pension funds in Latvia and management of alternative investments. The Group has acquired life insurance activities in

July 2022. In July 2022 Letter of Intent regarding merging of retail businesses with AB Šiaulių Bankas was signed. Therefore,

acquired life insurance activities has exit strategy, is valued at fair value and it is part of investment activity segment

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are

described below. The Group based its assumptions and estimates on parameters available when the consolidated financial

statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to

market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when

they occur.

The significant areas of estimation used in the preparation of these financial statements are discussed below.

Fair value of investments in unconsolidated subsidiaries and associates in financial statements

The fair values of investments in unconsolidated subsidiaries and associates are determined by using valuation techniques,

primarily earnings multiples, discounted cash flows and recent comparable transactions. The models used to determine fair values

are periodically reviewed and compared against historical results to ensure their reliability. Details of the inputs and valuation

models used to determine Level 3 fair value, is provided in Note 12.

The fair value of the investments in unconsolidated subsidiaries and associates of the Group as at 31 December 2024 was EUR

27,287 thousand and EUR 29,470 thousand, respectively (as at 31 December 2023 - EUR 43,120 thousand and EUR 23,313

thousand, respectively). The fair value of the investments in unconsolidated subsidiaries and associates of the Company as at

31 December 2024 was EUR 27,272 thousand and EUR 29,470 thousand, respectively (as at 31 December 2023 - EUR 66,010

thousand and EUR 23,313 thousand, respectively) (described in more details in Note 12).

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.22 Significant accounting judgements and estimates (cont’d)

Estimates and assumptions (cont’d)

Bonuses

The Group have bonus plans, where employees have choice of two settlement alternatives that are mutually exclusive, and in

which one of the alternative is equity-settled share-based payment (by granting share options of the Company) and other

alternative is cash that is not share-based payment. As described in more details in Note 2.20, this arrangement with employees

is accounted as a compound financial instrument, which includes a debt component and an equity component. The Group use

estimates of employee service vesting period and recognise expenses proportionately over estimated vesting period. The equity

component as equity-settled share-based payment are measured at the grant date fair value of share-options. The valuation

method of fair value of share-options is a significant accounting estimate. The fair value of equity-settled share-based payment is

calculated using the Black-Scholes option valuation method. All key inputs, with the exception of share price volatility, are directly

observable in the market (the Company’s share price and risk-free interest rate). For volatility input is used historical shares

volatility on exchange. More details on inputs are disclosed in Note 17.

Other areas involving estimates include useful lives of property, plant and equipment, discount rate for lease liabilities and

allowances for accounts receivable. According to the management, these estimates do not have significant risk of causing a

material adjustment.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3. Business combinations, investments into associates, disposals

The movement of investments in associates was as follows:

	Group		Company
	2024	2023	2024	2023
At 1 January	23,313	25,975	23,313	25,975
Acquisition of additional shares in associate	-	-	-	-
Loans granted/repaid, net value	290	-	290	-
Interest charged/paid, net value	25	-	25	-
Acquired loan to UAB Litagra from unconsolidated subsidiary INVL
Life UAB	1,548	-	1,548	-
Disposal of associate	-	-	-	-
Changes in fair value	4,294	(2,662)	4,294	(2,662)
At 31 December	29,470	23,313	29,470	23,313
At fair value – shares	27,607	23,313	27,607	23,313
At fair value – granted loans	1,863	-	1,863	-

The Group and the Company presented investments in associates in separate section of statements of financial position

regardless the Company owns them directly or indirectly. Therefore, purchase of INVL Baltic Real Estate and UAB Cedus Invest

(unconsolidated subsidiary who owns associate UAB Litagra) from wholly owned unconsolidated subsidiary INVL Life UAB to the

Company to did not change classification of associates and did not present in the movement above.

The movement of investments in subsidiaries of the Company was as follows:

	Company
	2024	2023
At 1 January	107,195	70,272
Share of net profit (loss) of consolidated subsidiaries accounted for using equity method	1,224	23,709
Equity method - acquisition of non-controlling interests of subsidiaries	-	(291)
Establishment of subsidiaries and increase of share capital	-	250
Acquisition of investments from unconsolidated subsidiary INVL Life UAB*	48,975	-
Disposals	-	-
Dividends from consolidated subsidiaries	(29,631)	(615)
Share-based payments of consolidated subsidiaries	532	703
Changes in fair value	(13,365)	13,167
Decreased share capital (free funds returned) of INVL Life UAB	(47,999)	-
Reclassification to financial assets at fair value (acquired investments from INVL Life UAB)*	(26,349)	-
At 31 December	40,582	107,195
At equity method	13,310	41,185
At fair value – shares	27,272	66,010

*As at 31 December 2023 INVL Life UAB comprise investments to associates and financial assets at fair value through profit or

loss, which are transferred from Company to subsidiary to form the capital to run life insurance activities. Investments into

associates is presented in separate caption of statement of financial position of the Group and the Company. Investments into

financial assets at fair value through profit or loss is presented also in separate caption of statement of financial position of the

Group to better disclose information for users of financial statements (the same investments owned by the Company or

consolidated subsidiary are presented in the same caption as the same investments of INVL Life , UAB). In the statements of

financial position of the Company presented in separate caption only investments to associates, all remaining investments are

presented within caption ‘Investments into subsidiaries’. In 2024 all investments were sold back to the Company for EUR 48,975

thousand and mainly was set-offed with payables pf INVL Life UAB for decreased share capital. The movements are presented

gross – separately formation fair value of INVL Life UAB from receivables of from sold investments represent minus decreased

share capital of entity and minus reclassification of acquired financial assets at fair value through profit or loss from entity to

respectively caption of statements of financial position.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3 Business combinations, investments into associates, disposals (cont’d)

The movement of investments in unconsolidated subsidiaries of the Group was as follows:

	Group
	2024	2023
At 1 January	43,120	18,416
Additional investment	-	-
Changes in fair value	(16,809)	8,890
Share-based payments	-	30
Acquisition of investments from unconsolidated subsidiary INVL Life	48,975	-
UAB*
Decrease of share capital*	(47,999)	-
Reclassification to/from disposals group classified as held for sale (Note
21)	-	15,784
Disposals	-	-
At 31 December	27,287	43,120
Shares	27,287	43,120

* See description in page above.

The primary reason for the decline in fair value of unconsolidated subsidiaries is the allocation of dividends by INVL Life UAB,

amounting to EUR 17,257 thousand.

In 2023 life insurance activities were transferred as part of retail business at the level of unconsolidated subsidiary and it is not

directly visible at the Group level. Following this transfer, INVL Life UAB assigned its claims on the receivables from AB Šiaulių

Bankas to the Company. As a result, INVL Life UAB was holds receivables from the Company related to these activities, which

was major remaining asset of the unconsolidated subsidiary, except own investments described above. Therefore, the fair value

of INVL Life UAB was reclassified from held for sale to investments of unconsolidated subsidiaries.

Acquisitions in 2024 and 2023

The Group did not have any acquisition of subsidiaries in 2024 and 2023, except below described establishment of entities or

increased share capital in previously acquired/established entities or acquisition of non-controlling interests.

Establishment of companies (increase or decrease of share capital) in 2024 and 2023 and acquisition from unconsolidated

subsidiaries

The Company has acquired from INVL Life UAB these financial assets in 2024:

- 23.43% of INVL Baltic Real Estate for EUR 4,345 thousand;

- 15.39% of UTIB INVL Technology for EUR 5,358 thousand;

- 100% of shares of UAB Cedus Invest, which invests in Litagra group, for the EUR 18,282 thousand;

- part, equal to EUR 7,621,959.71 capital contributed, of the units of INVL Baltic Sea Growth Fund for EUR 20,990

thousand.

The amounts have been offset with receivables from INVL Life UAB (dividends and decrease of share capital). Any amounts in

not paid in cash in 2024 for these investments.

In September 2024 the share capital of UAB INVL Life was reduced by EUR 47,999 thousand. A total of EUR 1,200 thousand

was paid in cash, remaining amount was offset against payable amounts to INVL Life UAB for acquired investments.

In 2023 the Company has additional invested EUR 250 thousand into the share capital of consolidated subsidiaries UAB FMĮ

INVL Financial Advisors.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3 Business combinations, investments into associates, disposals (cont’d)

Acquisition of non-controlling interests in 2024 and 2023

On 29 December 2022 the Group has signed an agreement to acquire the remaining shares (48.99%) in UAB Mundus, an asset

management company managing a private debt fund Mundus Bridge Finance. The transaction was closed on 10 February 2023.

The consideration depends on current and future value of net assets of managed fund and on equity value of the entity and was

estimated at EUR 428 thousand. The consideration had to be paid until mid-year of 2024. In 2024 and in 2023 EUR 92 thousand

and 376 thousand were paid, respectively. In 2023 impact to equity attributable to the equity holders of the parent was loss of

EUR 291 thousand.

Acquisition of associates in 2024 and 2023

During 2024 and 2023 the Company/the Group did not have any acquisition of associates.

Disposals of subsidiaries in 2024 and 2023

In June 2021 the Company has sold 100% of the shares of UAB Kelio ženklai. However, it maintained a granted loan of EUR 750

thousand to UAB Kelio ženklai, which had carrying amount of EUR 384 thousand as at 31 December 2022, measured at fair

value. The loan was fully repaid in 2023.

Disposals of associates in 2024 and 2023

During 2024 and 2023 the Company/the Group did not have any disposals of associates.

Transfer of retail business

Transfer of retail business from the Group to group of AB Šiaulių Bankas took place at midnight from 30 November to 1 December

2023 and is disclosed in more details Notes 2.22 and 21.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4. Segment information

The Management Board monitors the operating results of the business units of the Group separately for the purpose of making

decisions about resource allocations and performance assessment. Investment results are evaluated based on changes in fair

value of investments, including dividends and interest income received by the Group, regardless of whether the Company or

subsidiary invested. After transfer of retail business some changes to presenting results of segments is changed. Investments to

managed funds of the Group and investments to third party funds by asset management subsidiaries are allocated to asset

management segments (changes in fair value and other income included in result of segment and respective investments to

assets of segments). The historically investment of the Company (directly or through unconsolidated subsidiaries are allocated to

historical investments activity segment (name of segments was revised). Asset management segment’s performance is evaluated

based on profit (loss) before income tax, after eliminating changes in the fair value of investments of subsidiaries to historical

investments, dividends and interest income received from these investments. Finance costs are allocated between segments on

basis of separate legal entities, attributable to segments. Income tax, consolidation adjustments and eliminations are not allocated

on a segment basis. Segment assets are measured in a manner consistent with that of the financial statements. All assets are

allocated between segments, because segments are identified on a basis of separate legal entities and the Group's historical

investments are attributed to the historical investment activity segment, regardless of who invested in them. The granted loans by

the Company are allocated to segment’s, to which entities they are granted, assets. The impairment losses of these loans are

allocated to a segment to which the loan was granted initially. Presentation for 2023 was restated.

For management purposes, the Group is organised into following operating segments based on their products and services:

Asset management

The asset management segment includes pension, investment funds (in 2023), alternative investments (private equity, real assets

and private debt) and portfolio management, financial brokerage and land administration services. The segment also includes real

estate activities, as investments is collective investment undertakings managed by asset management entity.

Real estate

The real estate activities are investing in investment properties held for future development and in commercial real estate and its

rent.

Historically investments activity

The investment activity segment includes the Group investment activities to the unconsolidated subsidiaries, associates and

financial assets at fair value, administrative activities of the Companies. Each investment activity is not considered as separate

business segment. The main investment activities of the Company, which is presented to the management separately is disclosed

below:

Agriculture

Agricultural activities include the primary crop and livestock (milk) production, feed production and grain processing, agricultural

services and poultry farming.

Life insurance (in 2023)

The life insurance activities include life insurance services. They were transferred on 30 November 2023 as part of the merger of

the retail businesses with group of AB Šiaulių Bankas.

Bank activities

Bank activities represent indirectly investment into MAIB, bank operating in Moldova and investments into AB Šiaulių bankas,

bank operating in Lithuania, held by the Company. Because both investments amounts are material and operate in different

markets, they are analysed separately.

All other activities

All other activities comprise other investments held by the Company.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are

eliminated in column ‘Inter-segment transactions and consolidation adjustments’. Capital expenditure consists of additions to

property, plant and equipment, intangible assets, costs to obtain contract including assets from the acquisition of consolidated

subsidiaries.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4 Segment information (cont’d)

The following table presents revenues, profit (loss) and certain assets and liabilities information regarding the Group’s business

segments for the year ended 31 December 2024:

			Inter-segment
			transactions and
		Historically	consolidation
Year ended	Asset management	investments activity	adjustments	Total
31 December 2024
Revenue
Sales to external customers	13,980	131	-	14,111
Inter-segment sales	75	6	(81)	-
Total revenue	14,055	137	(81)	14,111
Results
Net changes in fair value of financial assets	17,673	4,270	-	21,943
Interest income	59	25	-	84
Dividend income	-	27,791	-	27,791
Other income	243	-	-	243
Employee benefits expense	(9,463)	(1,544)	-	(11,007)
Depreciation and amortization	(826)	(27)	-	(853)
Impairment	-	-	-	-
Interest expenses	(55)	(533)	-	(588)
Other expenses	(3,840)	(444)	81	(4,203)
Profit (loss) before income
tax	17,846	29,675	-	47,521
As at 31 December 2024
Assets and liabilities
Segment assets	85,767	163,904	(2,001)	247,670
Segment liabilities	4,094	23,359	(2,001)	25,452
Other segment
information
Capital expenditure:
• Property, plant and equipment	118	1	-	119
• Intangible assets	31	-	-	31

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4 Segment information (cont’d)

The following table presents revenues, profit (loss) and certain assets and liabilities information regarding the Group’s business

segments for the year ended 31 December 2023:

			Inter-segment
Restated			transactions and
		Historically	consolidation
Year ended	Asset management	investments activity	adjustments	Total
31 December 2023
Revenue
Sales to external customers	16,825	135	-	16,960
Inter-segment sales	-	7	(7)	-
Total revenue	16,825	142	(7)	16,960
Results
Net changes in fair value of financial assets	11,998	10,501	-	22,499
Gain from transfer of retail
business (Note 21)	29,753	-	-	29,753
Interest income	25	41	-	66
Dividend income	-	1,759	-	1,759
Other income	58	-	-	58
Employee benefits expense	(12,541)	(844)	-	(13,385)
Depreciation and amortization	(718)	(26)	-	(744)
Impairment	(1)	-	-	(1)
Interest expenses	(63)	(252)	-	(315)
Other expenses	(6,024)	(311)	7	(6,328)
Profit (loss) before income
tax	39,312	11,010	-	50,322
As at 31 December 2023
Assets and liabilities
Segment assets	97,892	152,576	(32,004)	218,464
Segment liabilities	8,242	64,196	(32,004)	40,434
Other segment
information
Capital expenditure:
• Property, plant and equipment	606	7	-	613
• Intangible assets	32	-	-	32
• Costs to obtain contract	338	-	-	338

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4 Segment information (cont’d)

The following tables present measurement of investment activities results on the basis of changes in fair value, including

dividend and interest income:

			Bank sector	Bank sector (AB	Other
Year ended	Agriculture	Real estate	(MAIB)	Šiaulių bankas)	investments	Total
31 December 2024
Net changes in fair value
on financial assets	3,274	1,020	125	17,806	(282)	21,943
Dividend income	-	-	4,694	5,839	17,258	27,791
Interest income	25	8	-	-	-	33
Total income from investments	3,299	1,028	4,819	23,645	16,976	49,767
Investments fair value as at 31 December 2024	24,483	4,987	22,364	108,865	75,270	235,969

				Bank sector
			Bank sector	(AB Šiaulių	Life	Other
Year ended	Agriculture	Real estate	(MAIB)	bankas)	insurance	investments	Total
31 December 2023
Net changes in fair value
on financial assets	(2,586)	(76)	5,409	3,802	5,040	10,910	22,499
Dividend income	-	-	728	969	-	62	1,759
Interest income	-	-	-	-	-	41	41
Total income from investments	(2,586)	(76)	6,137	4,771	5,040	11,013	24,299
Investments fair value as at 31 December 2023	19,346	3,967	22,239	85,401	20,824	76,327	228,104

Analysis of revenue by timing of revenue recognition:

	2024		2023
	Group	Company	Group	Company
Revenue recognised over time:	13,710	137	16,269	142
Management fee	10,607	-	15,559	-
Success fee	1,834	-	(590)	-
Other consideration	1,269	137	1,300	142
Revenue recognised at a point in time	401	-	691	-
Total revenue	14,111	137	16,960	142

Succes fee amount is negative in 2023, because following discussions with the Latvian competent authority regarding the

interpretation of Latvian applicable law, the Latvian subsidiary returned EUR 685 thousand of success fees to its managed pension

funds.

The Company is domiciled in the Lithuania and the Group operates in Lithuania and Latvia. The result of Group’s revenue from

external customers in the Lithuania is EUR 10,465 thousand (2023: EUR 16,114 thousand), and the total of revenue from external

customers from Latvia is EUR 3,646 thousand (2023: EUR 846 thousand).

In 2024 the Group has not recognised as revenue success fee of EUR 12,389 thousand, accrued in the managed entities and

funds, as the condition for non-returnable payment of it is not met (2023: EUR 9,295 thousand).

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4 Segment information (cont’d)

The table below presents distribution of the Group non-current assets (other than financial instruments and deferred tax assets)

by geographical area as at 31 December 2024 and 2023:

	Lithuania	Latvia	Total
As at 31 December 2024	890	198	1,088
As at 31 December 2023	1,544	256	1,800

5. Other income and expenses

5.1. Net changes in fair value on financial instruments

	Group		Company
	2024	2023	2024	2023
Net gain (loss) from changes in fair value of unconsolidated
subsidiaries and associates	(12,515)	6,228	(9,071)	10,505
Net gain (loss) from financial assets at fair value through profit or loss	34,462	16,288	30,207	10,987
Net gain (loss) from financial liabilities at fair value through profit
or loss	(4)	(17)	-	-
Net gain (loss) from financial instruments at fair value through profit or loss, total	21,943	22,499	21,136	21,492

5.2. Employee benefits expenses

	Group		Company
	2024	2023	2024	2023
Short-term employee benefits	(8,667)	(10,278)	(476)	(482)
Share-based payments (cash alternative)	(1,019)	(2,488)	-	-
Equity-settled share-based payments	(1,321)	(619)	(1,067)	(361)
	(11,007)	(13,385)	(1,543)	(843)

5.3. Other expenses

	Group		Company
	2024	2023	2024	2023
		restated		restated
Vehicles maintenance costs	(180)	(228)	-	-
Repairs and maintenance cost of premises	(88)	(134)	(2)	(1)
Taxes	(499)	(825)	(33)	(45)
Fees for securities	(360)	(751)	(231)	(39)
Other expenses	(1,753)	(1,726)	(94)	(88)
	(2,880)	(3,664)	(360)	(173)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6. Income tax

	Group		Company
	2024	2023	2024	2023
Components of the income tax expense
Current year income tax	(216)	(3,472)	-	-
Prior year current income tax correction	-	-	-	-
Deferred income tax income (expense)	(2,921)	(1,034)	(2,694)	(388)
Income tax income (expense) charged to the income statement –
total	(3,137)	(4,506)	(2,694)	(388)

There is no income tax expense recognised in other comprehensive income in 2024 and 2023.

Deferred tax asset and liability were estimated at 16% rate in Lithuania as at 31 December 2024.

The movement in deferred tax assets and liabilities of the Group during 2024 is as follows:

	Balance as at 31	Recognised in the	Balance as at 31
	December 2023	income statement	December 2024
Deferred tax asset
Tax loss carry forward for indefinite period of time	305	409	714
Receivables	-	-	-
Accruals	242	(13)	229
Lease liabilities	172	(70)	102
Contract liabilities	-	-	-
Recognised deferred tax asset	719	326	1,045
Asset netted with liability of the same legal entities	(605)	(138)	(743)
Deferred tax asset, net	114	188	302
Deferred tax liability
Property, plant and equipment (right of use assets)	(162)	68	(94)
Intangible assets	(6)	6	-
Investments at fair value through profit or loss	(3,246)	(2,990)	(6,236)
Investments into subsidiaries	-	(331)	(331)
Deferred tax liability	(3,414)	(3,247)	(6,661)
Liability netted with asset of the same legal entities	605	138	743
Deferred tax liability, net	(2,809)	(3,109)	(5,918)
Deferred tax, net	(2,695)

(2,921)

(5,616)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Income tax (cont’d)

Deferred tax asset and liability were estimated at 15% rate in Lithuania as at 31 December 2023.

The movement in deferred tax assets and liabilities of the Group during 2023 is as follows:

		Recognised		Transfer to
	Balance as at	in the	Transfer of	disposal group	Balance as at
	31 December	income	tax losses	classified as	31 December
Deferred tax asset	2022	statement	within group	held for sale	2023
Tax loss carry forward for indefinite period of time	822	(496)	(21)	-	305
Receivables	1	(1)	-	-	-
Accruals	180	28	-	34	242
Lease liabilities	210	(38)	-	-	172
Contract liabilities	-	12	-	(12)	-
Recognised deferred tax asset	1,213	(495)	(21)	22	719
Asset netted with liability of the same legal
entities	(741)	(20)	-	156	(605)
Deferred tax asset, net	472	(515)	(21)	178	114
Deferred tax liability
Property, plant and equipment (right of use
assets)	(198)	27	-	9	(162)
Intangible assets	(101)	(6)	-	101	(6)
Investments at fair value through profit or loss	(2,812)	(434)	-	-	(3,246)
Costs to obtain contacts with customers	-	(12)	-	12	-
Deferred tax liability	(3,111)	(425)	-	122	(3,414)
Liability netted with asset of the same legal
entities	741	20	-	(156)	605
Deferred tax liability, net	(2,370)	(405)	-	(34)	(2,809)
Deferred tax, net	(1,898)	(920)	(21)	144	(2,695)

At the moment of transfer of retail business (Note 21) EUR 114 thousand of deferred tax assets was attributed to disposal group

classified as held for sale. Because transfer of retail business is taxable income at the level of subsidiary and current income tax

expenses was recognised, The Group presented gain from transfer of retail businesses without effect of income tax. Therefore,

the Group presented EUR 114 thousand as deferred income tax expense.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Income tax (cont’d)

The movement in deferred tax assets and liabilities of the Company during 2024 is as follows:

	Balance as at	Recognised in the	Transfer of	Balance as at
	31 December 2023	income statement	tax losses	31 December 2024
Deferred tax asset
Tax loss carry forward for indefinite period of time	305	228	-	533
Lease liabilities	10	(4)	-	6
Recognised deferred tax asset	315	224	-	539
Asset netted with liability of the same legal
entities	(315)	(224)	-	(539)
Deferred tax asset, net	-	-	-	-
Deferred tax liability
Property, plant and equipment (right of use
assets)	(9)	4	-	(5)
Investments at fair value through profit or loss	(3,109)	(3,012)	-	(6,121)
Other liability	(90)	90	-	-
Deferred tax liability	(3,208)	(2,918)	-	(6,126)
Liability netted with asset of the same legal
entities	315	224	-	539
Deferred tax liability, net	(2,893)	(2,694)	-	(5,587)
Deferred tax, net	(2,893)	(2,694)	-	(5,587)

The movement in deferred tax assets and liabilities of the Company during 2023 is as follows:

	Balance as at	Recognised in the	Transfer of	Balance as at
	31 December 2022	income statement	tax losses	31 December 2023
Deferred tax asset
Tax loss carry forward for indefinite period of time	326	132	(153)	305
Lease liabilities	13	(3)	-	10
Recognised deferred tax asset	339	129	(153)	315
Asset netted with liability of the same legal
entities	(339)	(107)	131	(315)
Deferred tax asset, net	-	22	(22)	-
Deferred tax liability
Property, plant and equipment (right of use
assets)	(12)	3	-	(9)
Investments at fair value through profit or loss	(2,679)	(430)	-	(3,109)
Other liability	-	(90)	-	(90)
Deferred tax liability	(2,691)	(517)	-	(3,208)
Liability netted with asset of the same legal
entities	339	107	(131)	315
Deferred tax liability, net	(2,352)	(410)	(131)	(2,893)
Deferred tax, net	(2,352)	(388)	(153)	(2,893)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Income tax (cont’d)

The reconciliation of the total income tax to the theoretical amount that would arise using the tax rate of the Group and

the Company is as follows:

	Group		Company
	2024	2023	2024	2023
Profit before income tax	47,521	50,322	47,078	46,204
Tax calculated at the tax rate of 15 %	(7,128)	(7,548)	(7,062)	(6,931)
Non-taxable income - dividend income	4,169	264	4,154	248
Non-taxable income (expenses) – changes in fair value of financial
assets	603	2,925	541	2,794
Non-taxable income (expenses) – impact of equity method	-	-	184	3,556
Other tax non-deductible (expenses) / non-taxable income	(416)	(221)	(162)	(55)
Deferred tax expenses arising from write-down, or reversal of a previous write-down, of deferred tax asset due to changes in probability to utilise it The amount of benefit arising from previously unrecognised tax loss	-	-	-	-
of a prior period that is used to reduce current tax expense	-	150	-	-
Change in tax rates	(330)	-	(349)	-
Other	(35)	(76)	-	-
Income tax credit (expenses) recorded in the income statement	(3,137)	(4,506)	(2,694)	(388)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

7. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of shares for 2024 and 2023 was as follows:

Calculation of weighted average for the year	Number of shares	Par value	Issued/366	Weighted average
2024	(thousand)	(EUR)	(days)	(thousand)
Shares issued as at 31 December 2023	12,005	0.29	366/366	12,005
Increase of share capital as at 21 June 2024	65	0.29	193/366	34
Acquisition of own shares as at 10 September
2024	(53)		112/366	(16)
Shares issued as at 31 December 2024	12,017	-	-	12,023

Calculation of weighted average for the year	Number of shares	Par value	Issued/365	Weighted average
2023	(thousand)	(EUR)	(days)	(thousand)
Shares issued as at 31 December 2022	11,818	0.29	365/365	11,818
Increase of share capital as at 21 July 2023	187	0.29	163/365	84
Shares issued as at 31 December 2023	12,005	-	-	11,902

The following table reflects the income and share data used in the basic earnings per share computations:

	Group		Company
	2024	2023	2024	2023
Net profit, attributable to the equity holders of the parent	44,384	45,816	44,384	45,816
Weighted average number of ordinary shares (thousand)	12,023	11,902	12,023	11,902
Basic earnings per share (EUR)	3.69	3.85	3.69	3.85

The following table reflects the share data used in the diluted earnings per share computations in 2024:

		Number of
		shares	Issued/366	Weighted average
		(thousand) (days)		(thousand)
Weighted average number of ordinary shares for basic earnings per share		-	-	12.023
Potential dilutive shares from share-based payment (granted on 10 May
2021	, on 21 June 2024 share options exercised by issued of new shares)	64	173/366	30
Potential dilutive shares from share-based payment (granted on 31 May
2022)		38	366/366	38
Potential dilutive shares from share-based payment (granted on 12 June
2023)		270	366/366	270
Potential dilutive shares from share-based payment (granted on 30 April
2024)		8	245/366	5
Potential dilutive shares from share-based payment (granted on 28 May
2024)		23	217/366	14
Weighted average number of ordinary shares for diluted earnings per share		-	-	12,380

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

7. Earnings per share (cont’d)

The following table reflects the share data used in the diluted earnings per share computations in 2023:

		Number of
		shares	Issued/365	Weighted average
		(thousand) (days)		(thousand)
Weighted average number of ordinary shares for basic earnings per share		-	-	11,902
Potential dilutive shares from share-based payment (granted on 11 August
2016, Potential dilutive shares from share-based payment (granted on 25 May	on 21 July 2023 share options exercised by issued of new shares)	24	202/365	13
2020, Potential dilutive shares from share-based payment (granted on 1 July	on 21 July 2023 share options exercised by issued of new shares)	56	202/365	31
2020, Potential dilutive shares from share-based payment (granted on 10 May	on 21 July 2023 share options exercised by issued of new shares)	50	202/365	28
2021)		63	365/365	63
Potential dilutive shares from share-based payment (granted on 31 May
2022)		37	365/365	37
Potential dilutive shares from share-based payment (granted on 12 June
2023)		150	202/365	83
Weighted average number of ordinary shares for diluted earnings per share		-	-	12,157

The following table reflects the income data used in the diluted earnings per share computations in 2024 and 2023:

	Group		Company
	2024	2023	2024	2023
Net profit, attributable to the equity holders of the parent	44,384	45,816	44,384	45,816
Weighted average number of ordinary and potential shares
(thousand)	12,380	12,157	12,380	12,157
Diluted earnings per share (EUR)	3.59	3.77	3.59	3.77

8. Dividends per share

A dividend in respect of the year ended 31 December 2023 of EUR 0.10 per share, amounting to a total dividend of EUR 1,200

thousand, was approved at the annual general meeting on 30 April 2024.

Changes in liabilities arising from financing activities (dividends) are presented in the table below:

	Group/Company
	Dividends payable
As at 31 December 2022		742
Dividends paid to equity holders of the parent		(7)
Approved dividends		-
As at 31 December 2023		735
Dividends paid to equity holders of the parent		(1,189)
Approved dividends		1,200
As at 31 December 2024		746

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

9. Property, plant and equipment

Group	Right-of-use assets	Other property, plant and
	(leased premises)	equipment	Total
Cost:
Balance as at 31 December 2022	2,243	908	3,151
Additions	532	81	613
Disposals and write-offs	(481)	(4)	(485)
To held for sale	-	(55)	(55)
Balance as at 31 December 2023	2,294	930	3,224
Additions	32	87	119
Disposals and write-offs	-	(132)	(132)
To held for sale	-	-	-
Balance as at 31 December 2024	2,326	885	3,211
Accumulated depreciation:
Balance as at 31 December 2022	925	516	1,441
Charge for the year	404	118	522
Disposals and write-offs	(276)	(1)	(277)
To held for sale	-	(29)	(29)
Balance as at 31 December 2023	1,053	604	1,657
Charge for the year	549	129	678
Disposals and write-offs	-	(123)	(123)
To held for sale	-	-	-
Balance as at 31 December 2024	1,602	610	2,212
Net book value as at 31 December 2023	1,241	326	1,567
Net book value as at 31 December 2024	724	275	999

Company	Right-of-use assets	Other property, plant and
	(leased premises)	equipment		Total
Cost:
Balance as at 31 December 2022	156		100	256
Additions	5		2	7
Disposals and write-offs	-		-	-
Balance as at 31 December 2023	161		102	263
Additions	-		1	1
Disposals and write-offs	-		-	-
Balance as at 31 December 2024	161		103	264
Accumulated depreciation:
Balance as at 31 December 2022	78		98	176
Charge for the year	24		2	26
Disposals and write-offs	-		-	-
Balance as at 31 December 2023	102		100	202
Charge for the year	26		1	27
Disposals and write-offs	-		-	-
Balance as at 31 December 2024	128		101	229
Net book value as at 31 December 2023	59		2	61
Net book value as at 31 December 2024	33		2	35

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

9 Property, plant and equipment (cont’d)

The depreciation charge of the Group’s and the Company’s property, plant and equipment for the year 2024 amounts to EUR 678

thousand and EUR 27 thousand, respectively (in the year 2023 EUR 522 thousand and EUR 26 thousand, respectively). Any

property, plant and equipment of the Group and the Company as at 31 December 2024 and 2023 hadn’t any encumbrance.

10. Intangible assets

Movement in the account of intangible assets is presented below:

Group		Funds’ management	Software and other
	Goodwill	rights	intangible assets	Total
Cost:
Balance as at 31 December 2022	14	1,154	277	1,445
Additions	-	-	32	32
Disposals and write-offs	-	-	-	-
Balance as at 31 December 2023	14	1,154	309	1,477
Additions	-	-	31	31
Disposals and write-offs	-	-	-	-
Balance as at 31 December 2024	14	1,154	340	1,508
Accumulated amortisation:
Balance as at 31 December 2022	-	883	135	1,018
Charge for the year	-	161	61	222
Impairment	-	-	9	9
Disposals and write-offs	-	-	-	-
Other	-	(5)	-	(5)
Balance as at 31 December 2023	-	1,039	205	1,244
Charge for the year	-	115	60	175
Impairment	-	-	-	-
Disposals and write-offs	-	-	-	-
Other	-	-	-	-
Balance as at 31 December 2024	-	1,154	265	1,419
Net book value as at 31 December 2023	14	115	104	233
Net book value as at 31 December 2024	14	-	75	89

The amortisation charge of the Group’s intangible assets for the year ended 31 December 2024 amounts to EUR 175 thousand

(in the year 2023 EUR 222 thousand).

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

11. Financial instruments by category

Group	Financial assets at	Assets at fair value
31 December 2024	amortised cost	through the profit or loss	Total
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	27,272	27,272
Investments into associates	-	29,470	29,470
Other non-current receivables	18	-	18
Trade and other receivables short term excluding
tax receivables	3,395	-	3,395
Financial assets at fair value through profit and loss	-	179,227	179,227
Current loans granted	-	-	-
Cash and cash equivalents	5,421	-	5,421
Total	8,834	235,969	244,803

Group

	Financial assets at	Assets at fair value
31 December 2023	amortised cost	through the profit or loss	Total
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	43,105	43,105
Investments into associates	-	23,313	23,313
Trade and other receivables short term excluding
tax receivables	4,299	-	4,299
Financial assets at fair value through profit and loss	-	140,862	140,862
Current loans granted	90	-	90
Cash and cash equivalents	3,710	-	3,710
Total	8,099	207,280	215,379

Group

		31 December 2024		31 December 2023
Liabilities as per statement of financial	Financial	Financial	Financial	Financial
position	liabilities at	liabilities through	liabilities at	liabilities through
	amortised cost	the profit or loss	amortised cost	the profit or loss
Borrowings (including issued bonds)	10,031	-	4,900	-
Trade payables	258	-	592	-
Lease liabilities	788	-	1,312	-
Other current payables excluding tax
payables and employee benefit payables	5,687	-	24,574	85
Total	16,764	-	31,378	85

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

0 Financial instruments by category (cont’d)

	Financial assets at	Assets at fair value
Company	amortised cost	through the profit or loss	Total
31 December 2024
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	27,272	27,272
Investments into associates	-	29,470	29,470
Trade and other receivables	9	-	9
Financial assets at fair value through profit or loss	-	172,515	172,515
Cash and cash equivalents	2,467	-	2,467
Total	2,476	229,257	231,733

	Financial assets at	Assets at fair value
Company	amortised cost	through the profit or loss	Total
31 December 2023
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	43,105	43,105
Investments into associates	-	23,313	23,313
Trade and other receivables	2,711	-	2,711
Financial assets at fair value through profit or loss	-	106,938	106,938
Cash and cash equivalents	1,305	-	1,305
Total	4,016	173,356	177,372

Company

	31 December		31 December
	2024	2023
Liabilities as per statement of financial position	Financial liabilities at amortised
		cost
Borrowings	10,031	4,900
Lease liabilities	38	67
Trade payables	8	72
Other current payables excluding tax payables and employee benefit payables	7,528	55,731
Total	17,605	60,770

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12. Fair value estimation

Financial instruments that are not carried at fair value

The Group’s and the Company’s principal financial instruments that are not carried at fair value in the statement of financial

position are cash and cash equivalents, trade and other receivables, borrowings, trade and other payables.

The fair value represents the price that would be received to sell an asset in an orderly transaction between market participants

at the measurement date.

The carrying amount of the cash and cash equivalents, trade and other receivables, trade and other payables of the Group and

the Company as at 31 December 2024 and 2023 approximated their fair value because they are short-term and the impact of

discounting is immaterial, except when discounting is recognised at current market rate.

The carrying amount of borrowings of the Group and the Company as at 31 December 2024 and 2023 approximated their fair

value. Bank borrowings had floating interest rate (3 months EURIBOR) and were negotiated recently, therefore their interest rate

represents the current market rate. The issued bonds have fixed interest rate, determined by market by issue in June of 2024

and its fair value is approximated carrying amounts. The fair values of borrowings are based on discounted cash flows using a

current interest rate. They are classified as level 3 fair values in the fair value hierarchy due to use of unobservable inputs,

including own credit risk.

Financial instruments carried at fair value

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation

technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either

directly or indirectly;

Level 3: techniques which use inputs with a significant effect on the recorded fair value not based on observable market data.

Unconsolidated subsidiaries and associates are measured at fair value through profit or loss.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A

market is regarded as active if quoted prices are readily and regularly available from an exchange and those prices represent

actual and regularly occurring market transactions on arm’s length basis. The quoted market price used for financial assets held

by the Group and Company is the measurement date exchange closing price.

The level 2 instruments are investments to collective investment undertakings and entities, where fair value is measured as fair

value of net assets value, which is based only on observable inputs. Therefore, collective investment undertakings and these

entities have invested only to securities which are measured as Level 1 instruments, and have only cash, current liabilities, which

carrying amount approximate to fair value.

The valuation of Level 3 instruments is performed by the Company’s employees, analysts, every quarter. The value is estimated

as at the last day of quarter. The management of the Company review the valuations prepared by analysts.

In 2024 and 2023 the Group has determined net assets value as difference between assets and liabilities, measured using

combination of income and market approach, for valuation of investments into UAB Litagra (agriculture activity). Discounted cash

flows technique was used for income approach. Value of land was determined by using market approach. The cash flows were

adjusted by rent costs of owned land. The final value of investments was determined by combining value of subgroups, land

owned by group of UAB Litagra and other item of assets and liabilities of holding entity to determine net assets value. In 2024 and

2023 substantially all land was valued by external asset valuators.

Agricultural activities include the primary crop and livestock (milk) production, feed production and grain processing and poultry

farming. UAB Litagra is holding company which directly and indirectly owned shares of multiple entities which for valuation are

divided into two subgroups. It was prepared separate cash flows for each subgroup and used different discount rate. One subgroup

comprises the primary crop and livestock (milk) production. Second subgroup comprises feed production and grain processing

and poultry farming.

Investments to unconsolidated subsidiary INVL Life UAB measured at fair value of net assets which as at 31 December 2024

represents mainly receivables and payables to the Group, income tax payables and cash, therefore, comprise Level 2

measurement. As at 31 December 2023 additionally investments to unconsolidated subsidiary INVL Life UAB included

investments to bank, real estate and information technology sector (Level 1), investments to UAB Litagra (Level 3), of investments

to investment entity UAB Cedus Invest (Level 2) and of investments to BSGF (Level 3), which are presented separately in the

statements of financial position.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

Investments into UAB MD Partners are measured as fair value of net assets value of entity, where main indirectly owned assets

– investment into MAIB bank – are measured using price to earnings (P/E) and P/BV multiplier technique of comparable banks

from the Central and Eastern Europe (12 peers are selected in 2024 and 12 peers are selected in 2023) and applying discount.

Discount reflects lack of marketability and country and MAIB risk . Structure of investments into MAIB is described in Note 1. The

Company indirectly has 7.7% shares of MAIB. There were also some cash and liabilities at the level intermediate entities UAB

MD Partners and HEIM Partners Limited.

Dormant entities are measured according to its equity, because they have only cash and current liabilities.

The Group and the Company have also invested into collective investment undertakings, which main assets are Level 3 financial

instruments. These investments are valued at net assets value of collective investment undertakings, which are measured at fair

value and communicated to investor by the management entity of collective investment undertakings. Investments of collective

investment undertakings are measured EBITDA and Revenue multiplier technique or by using discounted cash flows technique.

The following table represents inputs and fair value valuation techniques of unconsolidated subsidiaries, associates and other

investments used by the Company and the Group as at 31 December 2024:

Profile of activities	Fair value	Valuation technique	Inputs	Values of inputs
		Fair value of net assets	EBITDA margin	10%-13% and 17-
		determined by using		19%
Agriculture (UAB Litagra)	24,483	combination of	Discount rate	9.29% and 9.65%
(Level 3)		discounted cash flows	Terminal growth rate	1%
		and sales comparison	Average value of 1 ha of land,
		method	EUR	7,015
			P/BV	1.23
			P/E	6.32
		Comparable companies	Net profit, EUR million	72.5
	22,364	in the market	Equity, EUR million	411.9
Investment entity (UAB MD			Discount for lack of
partners, investment into MAIB			marketability and country and	38%
(banking activities))* (Level 3)			MAIB risk*
Investment entity (UAB Cedus	46	Fair value of net assets	-	-
Invest) (Level 2)
INVL Life UAB (Level 2)	4,843	Fair value of net assets	-	-
Dormant SPEs (Level 2)	19	Fair value of net assets	-	-
		Fair value of net assets	Discount rate	10.47% - 12.94%
	58,617	determined by using	Terminal growth rate	2% - 2.5%
BSGF (Level 3)		discounted cash flows	EBITDA margin	4.8-23.5%
INVL Sustainable Timberland
and Farmland Fund II		Fair value of net assets	Discount rate
(investment is held by	1,401	determined by using		5.5%-6.5%
consolidated subsidiary)		discounted cash flows	Annual inflation rate	2%
(Level 3)		Fair value of net assets	Discount rate	8.85%-9.38%
INVL Renewable Energy Fund I	1,335	determined by using
(Level 3)		discounted cash flows	Annual inflation rate	2%

*In 2024 the discount for lack of marketability and political risk of MAIB and of country has been not changed. The management

has expectation to have sale transaction in 2025, but any agreements is not reached.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

The following table represents inputs and fair value valuation techniques of unconsolidated subsidiaries and associates used by

the Company and the Group as at 31 December 2023:

Profile of activities	Fair value	Valuation technique	Inputs	Values of inputs
		Fair value of net assets	EBITDA margin	7%-12% and 16-
				20%
		determined by using		10.1% and
Agriculture (UAB Litagra)	19,346	combination of	Discount rate	10.45%
(Level 3)		discounted cash flows	Terminal growth rate	1%
		and sales comparison
		method	Average value of 1 ha of land,	7,027
			EUR
			P/BV	1.36
			P/E	6.03
		Comparable companies	Net profit, EUR million	63.6
	22,239	in the market	Equity, EUR million	401.0
Investment entity (UAB MD			Discount for lack of
partners, investment into MAIB			marketability and country and	38%
(banking activities))* (Level 3)			MAIB risk*
Investment entity (UAB Cedus	25	Fair value of net assets	-	-
Invest) (Level 2)
INVL Life UAB (Level 2)	20,824	Fair value of net assets	-	-
Dormant SPEs (Level 2)	17	Fair value of net assets	-	-
		Fair value of net assets	Discount rate	11.1%-15.26%
	42,263	determined by using	Terminal growth rate	2%
BSGF (Level 3)		discounted cash flows	EBITDA margin	7.2-25.2%
INVL Sustainable Timberland
and Farmland Fund II		Fair value of net assets	Discount rate	5.5-5.75%
(investment is held by	5,483	determined by using
consolidated subsidiary)		discounted cash flows	Annual inflation rate	2%
(Level 3)		Fair value of net assets	Discount rate	8.89-9.56%
INVL Renewable Energy Fund I	1,629	determined by using
(Level 3)		discounted cash flows	Annual inflation rate	2%

*In 2023 the discount for lack of marketability and political risk of MAIB and of country has been not changed. The management

has expectation to have the bank’s initial public offering in 2024.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

The table below presents the effect of changing one or more those assumptions behind the valuation techniques adopted based

on reasonable possible alternative assumptions:

Profile of activities	Unobservable	Reasonable		Change in Valuation +/-
	inputs	possible shift	As at 31 December 2024	As at 31 December 2023
		+/- (absolute
	Change in average	value/bps/%)
Agriculture (UAB	value of 1 ha of land	1%	136/(136)	137/(137)
Litagra)	Discount rate	100 bps	(2,555)/3,216	(2,098)/2,586
(Level 3)	Terminal growth rate	50 bps	1,063/(946)	830/(746)
Investment entity	P/BV	0.1	897/(932)	860/(860)
(UAB MD partners,	P/E	0.5	783/(818)	693/(693)
investment into MAIB	Net profit, EUR
(banking activities))	thousand	5%	582/(618)	512/(512)
(Level 3)	Discount for lack of
	marketability and
	country risk	100 bps	(351)/316	(324)/324
	Discount rate	200 bps	(12,338)/17,418	(8,868)/12,906
BSGF (Level 3)	Terminal growth rate	100 bps	5,228/(4,568)	6,323/(5,304)
INVL Sustainable	EBITDA margin	100 bps	6,060/(6,189)	5,977/(6,020)
Timberland and Farmland Fund II	Discount rate	100 bps	(146)/2,098	(2,042)/3,107
(investment is held by consolidated
subsidiary) (Level 3)	Annual inflation rate	100 bps	2,162/(151)	3,212/(2,085)
INVL Renewable	Discount rate	100 bps	(360)/4,532	(1,049)/2,438
Energy Fund I (Level 3)	Annual inflation rate	100 bps	4,700/(388)	2,580/(1,058)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2024:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	22,364	22,364
- Other activities	-	4,908	-	4,908
Associates
- Agriculture (including granted loans)	-	-	24,483	24,483
- Real estate	4,987	-	-	4,987
Financial assets at fair value through profit or loss
- Information technology	6,752	-	-	6,752
- Bank sector	108,865	-	-	108,865
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	1,238	61,925	63,163
Total Assets	120,604	6,148	109,217	235,969
Liabilities	-	-	-	-

The following table presents the Company’s assets and liabilities that are measured at fair value at 31 December 2024:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	22,364	22,364
- Other activities	-	4,908	-	4,908
Associates
- Agriculture (including granted loans)	-	-	24,483	24,483
- Real estate	4,987	-	-	4,987
Financial assets at fair value through profit or loss
- Information technology	6,034	-	-	6,034
- Bank sector	107,217	-	-	107,217
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	-	58,817	58,817
Total Assets	118,238	4,910	106,109	229,257
Liabilities	-	-	-	-

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2023:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	22,239	22,239
- Other activities	-	20,866	-	20,866
Associates
- Agriculture	-	-	19,346	19,346
- Real estate	3,967	-	-	3,967
Financial assets at fair value through profit or loss
- Information technology	3,984	-	-	3,984
- Bank sector	84,777	624	-	85,401
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	1,232	49,798	51,030
Total Assets	92,728	22,724	91,828	207,280
Liabilities	-	-	85	85

The following table presents the Company’s assets and liabilities that are measured at fair value at 31 December 2023:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	22,239	22,239
- Information technology	3,560*	-	-	3,560
- Other activities	-	20,866	19,345*	40,211
Associates
- Agriculture	-	-	19,346	19,346
- Real estate	3,967	-	-	3,967
Financial assets at fair value through profit or loss
- Bank sector	82,040	624	-	82,664
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	-	23,827	23,827
Total Assets	89,567	21,492	85,202	196,261
Liabilities	-	-	-	-

*All these amounts are presented within caption ‘Investments into subsidiaries’ in the statements of the financial position of the

Company. They represent separate part of the investments held by unconsolidated subsidiary INVL Life UAB.

During 2024 and 2023, there were no transfers between Level 1 and Level 2 fair value measurements.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

Financial instruments in Level 3 (cont’d)

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in

circumstances that caused the transfer.

The following table presents the changes in Level 3 instruments of the Group for the period ended 31 December 2024:

				Collective
		Bank sector	Other	investment
	Agriculture	(MAIB)	activities	undertakings	Total
Balance at 31 December 2023	19,346	22,239	445	49,798	91,828
Gains and losses recognised in profit or loss
(within ‘Net changes in fair value of financial
assets at fair value through profit or loss’)	3,274	125	-	13,762	17,161
Loans granted	290	-	-	-	290
Interest charged	25	-	-	-	25
Loans repaid and interest paid	-	-	-	-	-
Acquired loans to UAB Litagra from INVL Life
UAB	1,548	-	-	-	1,548
Acquisition	-	-	-	2,547	2,547
Disposal	-	-	-	(4,182)	(4,182)
Balance at 31 December 2024	24,483	22,364	445	61,925	109,217
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of the reporting period	3,274	125	-	13,762	17,161

The following table presents the changes in Level 3 instruments of the Company for the period ended 31 December 2024:

				Collective
		Bank sector	Other	investment
	Agriculture	(MAIB)	activities	undertakings	Total
Balance at 31 December 2023	19,346	22,239	445	43,172	85,202
Gains and losses recognised in profit or loss
(within ‘Net changes in fair value of financial
assets at fair value through profit or loss’)	3,274	125	-	13,650	17,049
Loans granted	290	-	-	-	290
Interest charged	25	-	-	-	25
Loans repaid and interest paid
Acquired loans from INVL Life UAB	1,548	-	-	-	1,548
Acquisition	-	-	-	1,995	1,995
Disposal	-	-	-	-	-
Balance at 31 December 2024	24,483	22,364	445	58,817	106,109
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of the reporting period	3,274	125

13,650

17,049

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Fair value estimation (cont’d)

Financial instruments carried at fair value (cont’d)

Financial instruments in Level 3 (cont’d)

The following table presents the changes in Level 3 instruments of the Group for the period ended 31 December 2023:

					Collective
		Bank sector	Other	Life	investment
	Agriculture	(MAIB)	activities	insurance	undertakings	Total
Balance at 31 December 2022	21,932	16,830	829	6,809	34,432	80,832
Gains and losses recognised in profit or loss
(within ‘Net changes in fair value of financial
assets at fair value through profit or loss’)	(2,586)	5,409	366	5,040	12,539	20,768
Loans granted	-	-	-	-	-	-
Interest charged	-	-	41	-	-	41
Loans repaid and interest paid	-	-	(791)	-	-	(791)
Reclassification - Acquisition of shares of AB
Šiaulių Bankas through unconsolidated
subsidiary and disposals of shares of AB
Šiaulių Bankas to the Company (Note 13)	-	-	-	8,975	-	8,975
Acquisition	-	-	-	-	2,827	2,827
Disposal	-	-	-	-	-	-
Reclassification to Level 2 instruments	-	-	-	(20,824)	-	(20,824)
Balance at 31 December 2023	19,346	22,239	445	-	49,798	91,828
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of the reporting period	(2,586)	5,409	-	-	12,539	15,362

The following table presents the changes in Level 3 instruments of the Company for the period ended 31 December 2023:

Collective

		Bank sector	Other	Life	investment
	Agriculture	(MAIB)	activities	insurance	undertakings	Total
Balance at 31 December 2022	21,932	16,830	829	6,809	29,168	75,568
Gains and losses recognised in profit or loss
(within ‘Net changes in fair value of financial
assets at fair value through profit or loss’)	(2,586)	5,409	366	5,040	11,613	19,842
Loans granted	-	-	-	-	-	-
Interest charged	-	-	41	-	-	41
Loans repaid and interest paid	-	-	(791)	-	-	(791)
Reclassification - Acquisition of shares of AB
Šiaulių Bankas through unconsolidated
subsidiary and disposals of shares of AB
Šiaulių Bankas to the Company (Note 13)	-	-	-	8,975	-	8,975
Acquisition	-	-	-	-	2,391	2,391
Disposal	-	-	-	-	-	-
Reclassification to Level 2 instruments	-	-	-	(20,824)	-	(20,824)
Balance at 31 December 2023	19,346	22,239	445	-	43,172	85,202
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of the reporting period	(2,586)	5,409	-	-	11,613	14,436

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

13. Financial assets at fair value through profit or loss

	Group		Company
Financial assets at fair value through profit or loss (excluding held-for-	2024	2023	2024	2023
trading)
Ordinary shares – quoted	115,617	88,761	113,251	82,040
Derivatives (forward)	-	624	-	624
Investment funds units	63,163	51,030	58,817	23,827
Ordinary shares - unquoted	447	447	447	447
Loans granted	-	-	-	-
Total financial assets at fair value through profit or loss	179,227	140,862	172,515	106,938
Non-current financial assets at fair value through profit or loss	177,989	139,740	172,515	106,938
Current financial assets at fair value through profit or loss	1,238	1,122	-	-

Investing in AB Šiaulių Bankas

On 22 December 2021 the Company signed a Share Purchase-Sale Agreement with the European Bank for Reconstruction and

Development (EBRD). The parties agreed that the Company will directly and/or indirectly acquire from EBRD 35,240,296 shares

of AB Šiaulių Bankas by 31 May 2024 at the latest. The shares will not be acquired all at once, but in instalments, in separate

tranches. The parties have agreed that the initial price for AB Šiaulių Bankas shares is EUR 0.633 per share and it will be

recalculated during every payment considering dividends paid or other changes in capital by AB Šiaulių Bankas, as well as 5%

annual interest calculated from the date of signing the agreement. The agreement provides that if the shares acquired under this

agreement within 18 months. after their acquisition, would be disposed, 50% of the earned gain must be paid to the EBRD.

However, when selling the shares of AB Šiaulių Bankas, it is primarily considered that the shares held by the Group prior to the

agreement are being sold. No profit-sharing is foreseen from them.

On 31 May December 2023 the unconsolidated subsidiary INVL Life UAB completed second tranche by acquiring 11,733,728

shares (1.95% of shares) for the total amount of EUR 7,234 thousand. On 30 November 2023 the Company acquired 3.91% of

shares of AB Šiaulių Bankas for EUR 16,209 thousand from unconsolidated subsidiary INVL Life UAB (all the shares held by

entity). Payment for acquired shares has been deferred until 30 June 2024. The debt was set off against receivables from

distributed dividends and decreased share capital of INVL Life UAB.

On 31 May 2024 the Company completed third (last) tranche by acquiring 11,733,728 shares for the total amount of EUR 7,025

thousand. In 2024 the Group through consolidated subsidiary sold 0.29% shares of AB Šiaulių bankas for EUR 1,367 thousand.

At 31 December 2024 the Group owned 19.93% of the shares of AB Šiaulių Bankas.

As at 31 December 2023 the Company has recognised forward (derivative) at fair value of EUR 624 thousand as consequence

of obligation to purchase shares in the future. As at 31 December 2024 and 2023 5,886,420 and 11,772,840 shares of AB Šiaulių

Bankas, owned by the Company was pledged to EBRD to secure obligation of mentioned above agreement, respectively (as at

31 December 2024 carrying amount – EUR 4,850 thousand, as at 31 December 2023 carrying amount – EUR 8,159 thousand).

Investing into a closed-end private equity fund INVL Baltic Sea Growth Fund

The Management Board of the Company on 5 February 2019 approved entering into INVL Baltic Sea Growth Fund Partnership

Agreement and a Subscription Agreement related to investment in the closed-end private equity fund INVL Baltic Sea Growth

Fund (hereinafter – BSGF), which is managed by consolidated subsidiary UAB INVL Asset Management. The Company has

committed to invest EUR 20,124 thousand in BSGF. It is provided that the capital committed to the fund will be called in stages,

for the execution of specific transactions. After the investment in BSGF is made, the Company undertakes not to invest in private

equity assets that comply with the fund’s strategy and to conduct its main investment activity through this fund.

After final closing the Company has owned 12.2% of fund units. During 2023 and 2024 the Company has transferred EUR 2,327

thousand and EUR 1,915 thousand of cash into BSGF, respectively. The outstanding capital commitment to BSGF is EUR 3,391

thousand.

In 2024 the Group and the Company have additionally invested EUR 632 thousand and EUR 81 thousand by cash into other

financial assets at fair value through profit or loss, respectively. In 2023 the Group and the Company have additionally invested

EUR 500 thousand and EUR 64 thousand by cash into other financial assets at fair value through profit or loss, respectively. In

2024 the Group has received EUR 4,089 thousand from redemption of participating unit of INVL Sustainable Timberland and

Farmland Fund II and EUR 213 thousand from redemption of other funds units.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

14. Trade, other receivables and contract assets

	Group			Company
	2024	2023	2024		2023
Trade and other receivables, gross	3,395	4,389		9	2,711
Dividends receivable (including receivable form share capital
decrease)	-	-		-	-
Taxes receivable, gross	30	20		-	-
Contract assets	832	629		-	-
Less: allowance for doubtful trade and other receivables	-	-		-	-
	4,257	5,038		9	2,711

Changes in allowance for doubtful trade and other receivables for the year 2024 and 2023 have been included within ‘Provision

for impairment of financial and contract assets’ expenses in the income statement. Trade and other receivables are non-interest

bearing and are generally on 10–30 days terms. Receivables from related parties are disclosed in more details in Note 25.

Movements in the allowance for accounts receivable of the Group and the Company were as follows:

	Group	Company
Balance as at 31 December 2022	8	-
Charge for the year	-	-
Write-off	-	-
Reversal of amounts previously impaired	(8)	-
Balance as at 31 December 2023	-	-
Charge for the year	-	-
Write-off	-	-
Reversal of amounts previously impaired	-	-
Balance as at 31 December 2024	-

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

14 Trade, other receivables and contract assets (cont’d)

The credit risk exposure of trade and other receivables and contract assets of the Group can be assessed on the ageing analysis

disclosed below:

		Less than 30			More than 180
	Current	days	30–90 days	90–180 days	days	Total
As at 31 December 2024
Trade and other receivables, gross	3,202	3	142	47	1	3,395
Contract assets	832	-	-	-	-	832
Expected credit losses	-	-	-	-	-	-
Trade and other receivable and contact assets net of expected credit
losses	4,034	3	142	47	1	4,227
As at 31 December 2023
Trade and other receivables, gross	4,270	26	87	6	-	4,389
Contract assets	629	-	-	-	-	629
Expected credit losses	-	-	-	-	-	-
Trade and other receivable and contract assets net of expected credit
losses	4,899	26	87	6	-	5,018

The credit quality of trade and other receivables of the Company can be assessed on the ageing analysis disclosed below:

		Less than 30			More than 180
	Current	days	30–90 days	90–180 days	days	Total
As at 31 December 2024
Trade and other receivables, gross	9	-	-	-	-	9
Expected credit losses	-	-	-	-	-	-
Trade and other receivable net of expected credit losses	9	-	-	-	-	9
As at 31 December 2023
Trade and other receivables, gross	2,711	-	-	-	-	2,711
Expected credit losses	-	-	-	-	-	-
Trade and other receivable net of expected credit losses	2,711	-	-	-	-	2,711

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

15. Cash and cash equivalents

	Group		Company
	2024	2023	2024	2023
Cash at bank	5,421	3,710	2,467	1,305
	5,421	3,710	2,467	1,305

Cash at bank earns interest at floating rates based on daily bank deposit rates.

The Group’s and the Company’s cash and cash equivalents did not have any encumbrance, except pledge to Luminor Bank AS

Lithuania branch (Note 18).

As at 31 December 2024 and 2023, the Group and the Company had previous term deposits at insolvent AB Bankas Snoras with

the maturity of more than 3 months, which are fully provided for and as impact of IFRS 9 is written-off as at 1 January 2018, but

are still subject to enforcement activity (gross amount EUR 3,122 thousand).

All cash balances have a low credit risk at the reporting date and the impairment loss determined on 12-month expected credit

losses is resulted in an immaterial amount.

The credit quality of cash can be assessed by reference to external credit ratings of the banks:

	Group		Company
	2024	2023	2024	2023
Moody’s ratings
Prime-1	4,080	1,868	1,253	2
Prime-2	1,341	1,842	1,214	1,303
Prime-3	-	-	-	-
	5,421	3,710	2,467	1,305

16. Share capital, share premium and own shares

The total authorised number of ordinary shares is 12,299,375 (as of 31 December 2023: 12,234,305 shares) with a par value of

EUR 0.29 per share. All issued shares are fully paid.

Changes during 2023

On 21 May 2023 the Register of Legal Entities has registered an increased authorised capital of the Company. Since that date

the total number of issued shares is 12,234,305 with a par value of EUR 0.29 per share. Authorised share capital of the Company

is amounted to EUR 3,547,948.45. It was issued 186,253 ordinary registered shares, including 82,609 shares with an issue price

of 0.35 euros and 103,644 shares with an issue price of 6 euros. The shares were issued in order to realise the stock options

granted in 2020 to the employees of the Group. All issue price was paid in cash.

Changes during 2024

On 21 June 2024 the Register of Legal Entities has registered an increased authorised capital of the Company. Since that date

the total number of issued shares is 12,299,375 with a par value of EUR 0.29 per share. Authorised share capital of the Company

is amounted to EUR 3,566,818.75. It was issued 65,070 ordinary registered shares with an issue price of EUR 0.29. The shares

were issued in order to realise the stock options granted in 2021 to the employees of the Group. EUR 0.25 per share was paid in

cash and EUR 0.04 per share was settled from reserve for the grant of shares. The share capital was increased of EUR 19

thousand and reserve to grant the shares was reduced of EUR 3 thousand.

From 2 September 2024 until 6 September 2024 the Company implemented share buy-back through the tender offer market.

Maximum number of shares to be acquired was 67,430. Share acquisition price established at EUR 14.83 per share on the basis

of Dutch auction . During buy-back 53,043 shares were acquired for EUR 788 thousand, including brokerage fees. The acquired

shares were settled on 10 September 2024. As at 31 December 2024 the Company owned 282,584 own ordinary registered

shares.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

17. Reserves

The movements in legal and other reserves are as follows:

Group

		Reserve for the	Reserve for	Share based
		acquisition of own	the grant of	payments
	Legal reserve	shares	shares	reserve	Total
As at 31 December 2022	947	10,817	889	1,561	14,214
Transfer to reserves	3	-	-	(573)	(570)
Share-based payments	-	-	-	1,064	1,064
Increase of share capital (share
option exercised)	-	-	-	-	-
As at 31 December 2023	950	10,817	889	2,052	14,708
Transfer to reserves	78	-	-	(545)	(467)
Share-based payments	-	-	-	1,599	1,599
Increase of share capital (share
option exercised)	-	-	(3)	-	(3)
As at 31 December 2024	1,028	10,817	886	3,106	15,837

Reserves of the Company is the same as in the Group, except the legal reserve, which is amounted to EUR 473 thousand as at

31 December 2023 and 2024.

Legal reserve

Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated

in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The

reserve can be used only to cover the accumulated losses.

Reserve for the acquisition of own shares

Reserve for the acquisition of own shares is formed for the purpose of buying own shares in order to keep their liquidity and

manage price fluctuations. It can be formed by shareholders’ decision at the Annual Shareholders Meeting from the profit available

for distribution. The reserve cannot be used to increase the share capital. The reserve does not change when Company acquires

own shares, but is utilised when own shares are cancelled. The shareholders can decide to transfer unused amounts of the

reserve back to retained earnings at the Annual Shareholders Meeting.

Reserve for the grant of shares

Reserve for the grant of shares is formed when shares are granted by issuing a new share emission. The amount of the reserve

for the grant of shares shall not be less than the sum of the emission price of the shares issued when the shares are granted free

of charge, and (or) difference between the sum of the emission price of the shares issued and the sums paid by the persons

acquiring the shares, when the shares are granted partly in consideration.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves (cont’d)

Share-based payments reserve

The share-based payment transactions reserve is used to recognise the value of equity-settled share-based payment transactions

provided to employee of the Group.

Share option based on the Company’s shares

The Company every year offered to employees of the Group the share options transaction. With some key employees of the

consolidated subsidiaries is signed formal agreement, which determined principle of bonus remuneration to them. In these

agreements the employee have choice to receive fixed cash or share options. In two consolidated subsidiaries exist bonus plans,

where employees could choose share options as alternative to fixed cash after issuing audited financial statements. The choice

of employee is irrevocable. In all above mentioned cases, the quantity of share option is calculated as division fixed cash amount

to share option value. Latter is calculated as difference between audited consolidated equity per share at year-end or share price

at year-end, which is higher, and option exercise price. The main conditions of share options transactions were:

- The employee has the right to acquire the shares after three years after conclusion of the share options agreements,

early exercising is not allowed;

- Option exercise price – EUR 1;

- Some transactions have service vesting condition. The right to acquire share in the part of transactions come in to force

in future in three years, if the employment contract is not terminated until mentioned dates.

- When the time to exercise is matures the right to acquire the shares will be realized by selling of own shares of the

Company or by offering to sign newly issued shares of the Company to employee;

- The options could not be sold.

The Company also entered into agreements for share options that are part of a long-term incentive program. They would entitle

employees to acquire shares of the Company in 2026 if the Company’s net asset value on 31 December 2025 is above EUR

15.0552 per share. The value of the share options would be determined on the basis of the value of the net assets per share at

31 December 2025 and the number of shares would be recalculated with a purchase price of EUR 1 per share, while keeping the

total value of the options granted the same. Initial not recalculated quantity is of 840 thousand units. In the tables below are used

forecasted recalculated quantity of share option with exercise price of EUR 1, determined by estimating of net asset value per

share at 31 December 2025.

The value of share-based payments was calculated using the Black-Scholes formula. For volatility input is used historical shares

volatility on exchange.

Set out below are summaries of options granted by the Company:

		Number of options, thousand
	2024	2023
Balance as at 1 January		272	421
Granted during year		33	166
Change in estimation of quantity of long-term incentive program		124	-
Decrease in quantity due to change exercise price		-	(129)
Forfeited		-	-
Exercised		(65)	(186)
Balance as at 31 December		364	272
Vested and exercisable at 31 December		98	129

In June 2024 the Group employees exercised share options granted in May 2021 by acquiring new issued shares of the Company

for EUR 0.25 per share. Exercise price was decreased from EUR 1 to EUR 0.25 to reflect approved and paid dividends of EUR

0.75 per share. The share price at the date of exercise of share options was EUR 13.5.

In July 2023 the Group employees exercised share options granted in August 2016 and May 2020 by acquiring new issued shares

of the Company for EUR 0.35 per share. Exercise price was decreased from EUR 1 to EUR 0.35 to reflect approved and paid

dividends of EUR 0.65 per share. On the same date the Group employees exercised share options granted on 1 July 2020 by

acquiring new issued shares of the Company for EUR 6 per share. The initial exercise price was decreased at the employees

request and share quantity was accordingly decreased. The share price at the date of exercise of share options was EUR 11.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves (cont’d)

Share-based payments reserve (cont’d)

Share option based on the Company’s shares (cont’d)

Share options outstanding at the end of the year have following expiry dates and inputs to measure fair value:

As at 31 December 2024

		Share						Fair value
		options,	Share			Expected	Risk-free	of share
	Expiry date	thousand	price	Volatility		dividend yield interest rate		option
Granted on 31 May 2022	31 May 2025	41	12.10	31.26%	0%	0.657%		11.12
Granted on 12 June 2023	12 June 2026	290	11.10	30.63%	0%	2.587%		10.17
Granted on 30 April 2024*	30 April 2027	9	-	-	-		-	-
Granted on 28 May 2024	28 May 2027	24	12.30	29.85%	0%		2.770%	11.38
Total	-	364	-	-	-		-	-

*Valuation is not performed as at grant date the option was vested and all accrued cash liability was reclassified to equity

As at 31 December 2023

		Share						Fair value
		options,	Share			Expected	Risk-free	of share
	Expiry date	thousand	price	Volatility		dividend yield interest rate		option
Granted on 10 May 2021	10 May 2024	65	9.40	30.03%	0%	(0.692%)		8.38
Granted on 31 May 2022	31 May 2025	41	12.10	31.26%	0%	0.657%		11.12
Granted on 12 June 2023	12 June 2026	166	11.10	30.63%	0%	2.587%		10.17
Total	-	272	-	-	-		-	-

In 2024 and 2023 the share-based payment expenses were recognised in the income statement of the Company and the Group

within ”Employee benefits expenses” as the fair value of share options. In 2024 and 2023 the Group recognized EUR 1,321

thousand and EUR 619 thousand of expenses from equity settled share-based payment transaction, respectively. In 2024 and

2023 on the Group level liability of EUR 278 thousand and EUR 415 thousand was reclassified to the share based payment

reserve, respectively, when employees choose share option instead of cash alternative. In 2024 and 2023 the Group has

recognised EUR 1,019 thousand and 2,488 EUR thousand from cash alternative of share based payment transaction. In 2024 the

Company has recognised EUR 1,067 thousand of expenses and EUR 532 thousand as additional investment to consolidated

subsidiaries. In 2023 the Company has recognised EUR 361 thousand of expenses and EUR 703 thousand as additional

investment to consolidated subsidiaries. In 2023 the Group and the Company has recognised EUR 30 thousand as additional

investment to unconsolidated subsidiary INVL Life UAB. The unrecognised liability from cash alternative of share-based payment

arrangement for unvested service condition is amounted to EUR 177 thousand (2023: EUR 285 thousand). The unrecognised

expenses from equity settled share-based payment transaction for unvested service condition is amounted to EUR 897 thousand

(2023: EUR 872 thousand)

Share option based on shares of consolidated subsidiary

In December 2024 the consolidated subsidiary UAB INVL Finacoial advisors agreed on the terms of share acquisition options with

certain employees:

- - option grant date: 16 December 2024;

- - option vesting date: 30 June 2028;

- - The right to acquire a part of the option shares becomes effective on future dates: 31/12/2024 (16.67%); 31/12/2025

(33.34%); 31/12/2026 (50%); and 31/12/2027 (100%), provided the employee's employment contract remains in force

until the respective date;

- - option exercise price: EUR 0;

- - number of share options granted: depends on the excess of the consolidated subsidiary’s fair value over the target

value as at 31 December 2027, and is awarded only if the minimum thresholds for additional performance indicators, as

defined in the agreement, are met: the consolidated subsidiary’s assets under supervision; annual recurring revenue;

the cost-to-income (C/I) ratio; and the number of clients.

Based on the most likely the consolidated subsidiary’s economic growth scenario, the total number of share options estimated to

be granted as at 31 December 2024 is: 582 share options, from which vested is 97.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves (cont’d)

Share-based payments reserve (cont’d)

Share option based on shares of consolidated subsidiary (cont’d)

The value of a single granted share option has been calculated using the Black-Scholes valuation model. Key inputs are presented

in the table below:

As at 31 December 2024		Share						Fair value
		options,	Share			Expected	Risk-free	of share
	Expiry date	units	price	Volatility		dividend yield interest rate		option
Granted on 16 December 2024	30 June 2028	582	706.32	28.79%	0%	1.946%		706.32

The unconsolidated subsidiary’s share price was estimated using a multiples-based valuation approach. In line with common

valuation practices for comparable companies, the EV/Revenue (enterprise value to revenue) multiple was applied. The estimated

share price volatility was based on historical volatility data of the comparable companies used to determine the unconsolidated

subsidiary’s share price under the multiples method. The Group recognised EUR 177 thousand of expenses from share option

based on shares of consolidated subsidiary with credit entry in non-controlling interests. The unrecognised expenses from these

share based payment transaction is amounted to EUR 234 thousand.

18. Borrowings

The borrowings are presented in the table below:

	Group		Company
Non-current:	2024	2023	2024	2023
Issued bonds	10,000	-	10,000	-
Non-current bank borrowings	-	-	-	-
Current:	10,000	-	10,000	-
Bonds interest	31	-	31	-
Current bank borrowings	-	4,900	-	4,900
	31	4,900	31	4,900
Total borrowings	10,031	4,900	10,031	4,900

All borrowings are expressed in EUR. As at 31 December 2023 borrowings had floating interest rate with changes in 3 months

period. The carrying amounts of assets pledged to the banks to secure the repayment of borrowings and issued bonds are as

follows:

	Group		Company
	2024	2023	2024	2023
Financial assets at fair value through profit or loss	41,076	14,448	41,076	14,448
Cash	-	99	-	99

Weighted average effective interest rates of borrowings during the year:

	Group		Company
	2024	2023	2024	2023
Borrowings	7.11%	7.51%	7.11%	7.51%

On 14 June 2024 the Company issued its first public issue of EUR 10,000 thousand bond. The debt securities, which were 2.9

times oversubscribed, were acquired by 216 retail and institutional investors in the Baltics. Orders for EUR 29,035 thousand

were received from a total of 481 investors. The size, quality and diversity of the orders enabled the Company to set the fixed

annual interest rate on the bonds at 7% – the lower limit of the specified range. The fixed rate of interest was determined by

auction in the range of 7%-8%. The bonds’ maturity is three years (maturity date 14 June 2027). Interest will be paid to investors

semi-annually. First payment was on 14 December 2024. The received funds were used to cover the Group's liabilities. From 1

July 2024 bonds are listed on Nasdaq Baltic Bond list. The bonds are secured by pledging as collateral a portion of the shares

held by the Company in AB Šiaulių Bankas, targeting to keep the value of the collateral at a loan-to-value ratio (the ratio of the

bonds’ issue size to the value of the pledged assets) not exceeding 50%. The valuation of the collateral is based on the average

weighted market price of the shares on a semi-annual basis. Currently, 29,000,000 units of shares of AB Šiaulių Bankas are

pledged. The offering of bonds was organized by AB Šiaulių Bankas and FMĮ INVL Financial Advisors.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

18 Borrowings (cont’d)

Changes in liabilities arising from financing activities (borrowings) are presented in the table below (changes in lease liabilities is

presented in Note 24):

Borrowings

Company/Group
	2024	2023
As at 1 January	4,900	3,300
Proceeds from borrowings	6,750	3,400
Repayment of borrowings	(11,650)	(1,800)
Issue of bonds	10,000	-
Interest paid	(500)	(249)
Total changes from financing cash flows	4,600	1,351
Interest expenses	531	249
As at 31 December	10,031	4,900

In October 2022 the Company signed a EUR 6.3 million credit line agreement with Luminor Bank AS Lithuanian branch. The funds

from the credit line will be available on demand until maturity of agreement. The borrowing is secured with shares of AB Šiaulių

Bankas. As at 31 December 2023 the Company have complied with bank loan covenants. As at 31 December 2023 the unused

portion of the credit line was EUR 1,400 thousand. As at 31 December 2024 credit line agreement is matured.

19. Trade payables

Trade payables are non-interest bearing and are normally settled on 14–60 day terms. For terms and conditions relating to related

parties please refer to Note 25.

20. Other liabilities

The other current and non-current liabilities are presented in the table below:

	Group		Company
Financial liabilities	2024	2023	2024	2023
Dividends payable	746	735	746	735
Contingent consideration – financial liabilities at fair value through profit or loss	-	85	-	-
Other amounts payable	4,941	23,839	6,782	54,996
Non – financial liabilities	5,687	24,659	7,528	55,731
Salaries, bonus plans (excluding cash alternative of share-based
payment arrangement) and social security payable	1,059	1,172	167	152
Cash alternative of share-based payment arrangement and social
security payable	1,538	1,509	-	-
Tax payable	55	120	1	4
	2,652	2,801	168	156
Total other current and non-current liabilities	8,339	27,460	7,696	55,887
Non-current liabilities	178	233	-	-
Current liabilities	8,161	27,227	7,696	55,887

As at 31 December 2023 the Company's and the Group's 'other amounts payables' primarily consist of EUR 54,976 thousand and

EUR 23,570 thousand of liabilities to its subsidiaries that arose after the assignment of claims to AB Šiaulių Bankas as at 31

December 2023, respectively. These claims originate at the subsidiary level from the transfer of the retail business to the AB

Šiaulių Bankas group. In 2024 the main part of the debt was set off against receivables from decrease of share capital of the

subsidiaries' and distributed dividends. As 31 December 2024 the Company's and the Group's 'other amounts payables' primarily

consist of EUR 4,757 thousand and EUR 6,742 thousand of remaining liabilities to its subsidiaries. Part of liabilities was paid in

cash in 1

quarter of 2025, remaining part would be set off against distributed dividends for year of 2024.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

21. Transfer of retail business

On 22 November 2022 the Company and AB Šiaulių Bankas signed the agreement on the merger of part of the retail businesses.

Second and third pillar pension funds and investment funds asset management business in Lithuania and also life insurance

activities were transferred to group of AB Šiaulių Bankas for 62,270,383 shares of AB Šiaulių Bankas, which constitute 9.39 % of

AB Šiaulių Bankas. On 22 February 2023 the transaction was approved by the shareholders meetings of AB Šiaulių Bankas and

the Company, respectively. The transaction was completed after all the required regulatory permissions are obtained at midnight

from 30 November to 1 December 2023. To finalize the transaction, AB Šiaulių Bankas issued a targeted share issue for purchase

by the Company, at the price of EUR 0.645 per share. The Company received the shares on 15 December 2023. After the

completion of this share acquisitions, the Group owned 18.45% of shares of AB Šiaulių Bankas. The price for transferred retail

business was EUR 41,760 thousand and comprised from:

- Price allocated to consolidated subsidiaries UAB INVL Asset Management and UAB FMĮ INVL Financial Advisors was

EUR 32,804 thousand. The Company acquired receivables from its subsidiaries and offset them against the purchase

price of bank shares issued, resulting in indebtedness to the subsidiaries. In 2024 EUR 2,300 thousand was paid in cash,

mainly part was set off against distributed dividends. As at 31 December remaining liability is amounted to 1,985 thousand

and was paid in cash in 1

quarter of 2025.

- Price allocated to unconsolidated subsidiaries INVL Life UAB was 8,955 thousand. The Company acquired receivables

of EUR 7,360 thousand from INVL Life UAB and offset them against the purchase price of bank shares issued, resulting

in indebtedness to the subsidiary. The remaining part of prices, amounted to EUR 1,595 thousand., was received by

INVL Life UAB in cash. In 2024 EUR 2,700 thousand was paid in cash, remaining part was set off against distributed

dividends and decreased share capital.

The major classes of assets and liabilities which are transferred from consolidated subsidiaries are as follows:

Intangible assets	1,803
Costs to obtain contracts	2,944
Property, plant and equipment	29
Financial assets at fair value through profit loss	114
Deferred tax asset	114
Prepayments and deferred charges	8
Trade, other receivables and contract assets	9
Cash and cash equivalent	747
Total assets	5,768
Contract liabilities	(1,787)
Other liabilities	(877)
Total liabilities	(2,664)
Carrying amounts of transferred net assets	3,104
Price for transferred assets	32,804
Accrued liabilities for remaining obligation for transaction	(61)
Gain from transfer of retail business, excluding deferred tax asset (the latter recognised
in caption “income tax expenses”)	29,753
Received cash for transferred retail business	-
Transferred cash	(747)
Proceeds from transfer of retail business, net of cash transferred	(747)

All assets and liabilities, except investments into subsidiaries at fair value (life insurance activities, presented within historically

investment activity segment), are presented within asset management segment.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

22. Financial risk management

22.1. Financial risk factors

The risk management function within the Group is carried out in respect of financial risks (credit, market and liquidity), operational

risks and legal risks. On an overall Group level strategical risk management is executed by the Board of Directors. Operational

risk management is carried out at each entity level by directors. The primary objectives of the financial risk management function

are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk

management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and

legal risks.

The Group’s and the Company’s principal financial liabilities comprise trade and other payables and borrowings. The main purpose

of these financial liabilities is to raise finance for the Group’s and the Company’s operations. The Group and the Company have

various financial assets such as trade and other receivables, loans granted, investments in equity and debt securities, deposits

held in banks and cash which arise directly from its operations. The Group and Company have not used any of derivative

instruments for hedging so far, as management considered that there is no necessity for them.

The Group is being managed the way so its main businesses would be separated from each other. Each entity managed its risk

separately. This is to diversify the operational risk and create conditions for selling any business avoiding any risk to the Company

and the Group.

The Company’s policy is to not provide any guarantee or surety for the Group‘s companies. The Group‘s companies do not provide

any guarantees one against another usually.

The main risks arising from the financial instruments are market risk (including currency risk, cash flow and fair value interest rate

risk and price risk), liquidity risk and credit risk. The risks are identified and disclosed below.

Credit risk

Credit risk is the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an

obligation. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit

exposures to outstanding trade receivables, loans granted and debt securities.

The Group estimates the credit risk separately by the segments.

The maximum exposure to credit risk and impairment of trade and other receivables and loans granted is disclosed in Note 14.

The maximum exposure to credit risk for loans granted classified as ‘financial assets at fair value through profit or loss’ in 2024

and as ‘financial assets at fair value through profit or loss’ in 2023 are their carrying amounts (EUR 1,863 thousand as at 31

December 2024 and nil as at 31 December 2023). In Note 14 is also disclosed credit risk exposure of trade receivable. There are

no significant transactions of the Group or the Company that occur outside Lithuania and Latvia.

With respect to credit risk arising from other financial assets of the Group and the Company, which comprise deposits at banks

and cash and cash equivalents, the Group’s and the Company’s exposure to credit risk arises from default of the counterparty,

with a maximum exposure equal to the carrying amount of these instruments.

The maximum exposure to credit risk from financial assets are:

	Group		Company
	2024	2023	2024	2023
Trade and other receivables	3,395	4,389	9	2,711
Loans granted	1,863	-	1,863	-
Cash at bank	5,421	3,710	2,467	1,305
	10,679	8,099	4,339	4,016

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

22 Financial risk management (cont’d)

22.1 Financial risk factors (cont’d)

Cash flow and fair value interest rate risk

The Group’s and the Company’s exposure to the risk of changes in market interest rates relates primarily to the debt obligations

with floating interest rates and to the owned bonds.

The following table demonstrates the sensitivity to a reasonably possible change in floating interest rates (EURIBOR), with all

other variables held constant, of the Group’s and the Company’s profit before tax (through the impact on floating rate borrowings).

There is no impact on the Group’s and the Company’s equity other than current year profit impact.

	Increase in basis points	Group	Company
2024
EUR	+100 bps	-	-
2023	-100 bps	-	-
EUR	+100 bps	(49)	(49)
	-100 bps	49	49

As at 31 December 2023 the Group and the Company had one loans with floating interest rates (3 month EURIBOR).

The Company and the Group have loans granted to their unconsolidated subsidiaries and to associates with fixed interest rates

for one year. The Group and the Company have issued bonds with fixed interest rate. Therefore, the Group and the Company are

not exposed to cash flow interest rate risk from loans granted and issued bonds.

Share price risk

The Group and the Company are exposed to equity securities price risk because of investments held by the Group and the

Company and classified on the statement of financial position at fair value through profit or loss. The Group and the Company are

not exposed to commodity price risk. To manage their price risk arising from investments in equity securities, the Group and the

Company diversify their portfolio.

The Group’s and the Company’s investments in equity of other entities that are publicly traded are included in the equity index:

OMX Baltic Benchmark Gross Index (OMXBBGI).

The table below summarises the impact of increases/decreases of the equity index on the Group’s and the Company’s profit

before tax for the year. The analysis is based on the assumption that the equity index had increased/decreased by 20% with all

other variables held constant and all the Group’s and Company’s equity instruments moved according to the historical correlation

with the index:

Index

	Group		Company
	2024	2023	2024	2023
OMXBBGI	26,274	20,541	25,825	19,855

Profit before tax for the year would increase/decrease as a result of gains/losses on equity securities classified at fair value through

profit or loss.

Foreign exchange risk

As a result of operations the statement of financial position of the Group can be affected by movements in the reporting currencies’

exchange rates. The Group’s and the Company’s policy is related to matching of money inflows from the most probable potential

sales with purchases by each foreign currency. The Group and the Company do not apply any financial instruments allowing to

hedge foreign currency risks, because these risks are considered insignificant.

The foreign currency risk at the Group and the Company is not large, taking into consideration that most monetary assets and

obligations are denominated in euro. As at 31 December 2024 and 2023 the Group and Company have insignificant assets

denominated in foreign currency.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

22 Financial risk management (cont’d)

22.1 Financial risk factors (cont’d)

Liquidity risk

The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an

adequate amount of committed credit facilities to meet their commitments at a given date in accordance with strategic plans. The

liquidity risk of the Group and the Company is controlled on a level of consolidated subsidiaries. The Group’s and the Company’s

objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings. The liquidity risk

management is divided into long-term and short-term risk management.

The aim of the short-term liquidity management is to meet daily needs for funds. Each operating segment is independently

planning its internal cash flows. Short-term liquidity for the Group and the Company is controlled through monthly monitoring of

the liquidity status and needs of funds according to the Group’s operating segments.

Long-term liquidity risk is managed by analysing the predicted future cash flows taking into account the possible financing sources.

Before approving the new investment projects the Group and the Company evaluate the possibilities to attract needed funds. The

general rule is applied in the Group to finance the Group companies or to take loans from them through the parent company in

order to minimise the presence of direct borrowings between the companies of different operating segments.

The table below summarises the maturity profile of the Group’s financial liabilities as at 31 December 2024 and 2023 based on

contractual undiscounted payments.

		Less than	4 to 12	2 to 5	More than
	On demand	3 months	months	years	5 years	Total
Borrowings	-	-	700	11,050	-	11,750
Lease liabilities	-	153	420	255	-	828
Trade and other payables	-	258	-	-	-	258
Other liabilities	746	3,379	1,548	14	-	5,687
Balance as at 31 December 2024	746	3,790	2,668	11,319	-	18,523
Borrowings	-	89	5,091	-	-	5,180
Lease liabilities	-	141	450	781	-	1,372
Trade and other payables	-	592	-	-	-	592
Other liabilities	735	269	23,658	-	-	24,662
Balance as at 31 December 2023	735	1,091	29,199	781	-	31,806

The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2024 and 2023 based

on contractual undiscounted payments.

		Less than	4 to 12	2 to 5	More than
	On demand	3 months	months	years	5 years	Total
Borrowings	-	-	700	11,050	-	11,750
Financial lease liabilities	-	8	23	8	-	39
Trade and other payables	-	8	-	-	-	8
Other current liabilities	746	5,234	1,548	-	-	7,528
Balance as at 31 December 2024	746	5,250	2,271	11,058	-	19,325
Borrowings	-	89	5,091	-	-	5,180
Financial lease liabilities	-	8	23	39	-	70
Trade and other payables	-	72	-	-	-	72
Other current liabilities	735	20	55,574	-	-	56,329
Balance as at 31 December 2023	735	189	60,688	39	-	61,651

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

22 Financial risk management (cont’d)

22.1 Financial risk factors (cont’d)

Liquidity risk (cont’d)

The Group’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2024 was approximately 1.26 (0.28 as

at 31 December 2023). The Company’s liquidity ratio as at 31 December 2024 was approximately 0.36 (0.07 as at 31 December

2023). As at 31 December 2024 the current assets were higher than current liabilities by EUR 2,402 thousand in the Group and

the current assets were lower than current liabilities by EUR 4,966 thousand in the Company. The Company main current liabilities

are to its subsidiaries – EUR 6,742 thousand. Part of liabilities (EUR 1,985 thousand) was paid in cash in 1

quarter of 2025 after

receiving cash from redemption of funds units (Note 27), remaining part would be set off against distributed dividends for year of

2024 from INVL Life UAB (at least EUR 4,757 thousand).

22.2. Capital management

The primary objective of the capital management is to ensure that the Group and the Company maintain a strong credit health

and healthy capital ratios in order to support their business and maximise shareholder value. The Company‘s management

supervises the investments so that they are in compliance with requirements applied to the capital, specified in the appropriate

legal acts and credit agreements, as well as provide the Group’s management with necessary information.

The Group‘s and the Company‘s capital comprises share capital, share premium, reserves and retained earnings.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes in economic conditions

and specific risks of their activity. To maintain or adjust the capital structure, the Company may adjust the dividend payment to

shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes

during the year 2024 and 2023.

The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Law on Companies

of Republic of Lithuania. As at 31 December 2024 and 2023 all the Group consolidated subsidiaries, except one dormant

subsidiary, comply with above mentioned requirement. Pursuant to the Law on State Funded Pensions of Republic of Latvia the

authorised share capital of an investment management entity must be not less than EUR 2,000,000, if it managed pension funds

of total assets more than 100 million, but up to EUR 200 million, and must be not less than EUR 3,000,000, if it managed pension

funds of total assets more than EUR 200 million. As of 31 December 2024 and 2023 IPAS INVL Asset Management complied

with this requirement.

The Company’s consolidated subsidiaries UAB INVL Asset Management and UAB FMĮ INVL Financial Advisors are managing

their capital and all relevant risks in accordance with requirements set by the Bank of Lithuania. The Company’s consolidated

subsidiary IPAS INVL Asset Management is managing their capital and all relevant risks in accordance with requirements set by

the Financial and Capital Market Commission of Latvia. Internally there was approved a common risk level – to which extent the

minimal capital adequacy requirement would not be violated and there would not be a real threat of its violation. UAB INVL Asset

Management ensure that the capital adequacy ratio which is calculated dividing the entity’s own funds by the required amount of

capital according to the Bank of Lithuania requirements would be at least 1.0. Following the EU Regulation 2019/2033 on

Prudential Requirements of Investment Firms which came into force in 2021, UAB FMĮ INVL Financial Advisors ensures that the

capital adequacy ratio which is calculated dividing the entity’s own funds by the total risk exposure amount according to the Bank

of Lithuania requirements would be at least 100%. IPAS INVL Asset Management own funds may never be lower than the higher

of: 1) the sum total of the minimum initial capital and additional total own funds or 2) 25 per cent of the sum total amount of the

fixed costs or fixed overheads of the previous full reporting year. As at 31 December 2024 and 2023 the above mentioned

consolidated subsidiaries complied with these requirements.

Following the EU Regulation 2019/2033 on Prudential Requirements of Investment Firms the Company is a union parent

investment holding company and have to ensure that capital adequacy ratio on the Group level would be at least 100%. The

requirements are applied on the Group level from 2024.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

23. Commitments and contingencies

Commitments to invest

As at 31 December 2024 the outstanding commitment of the Company to invest to BSGF is amounted to EUR 3,391 thousand.

As at 31 December 2023 the outstanding commitment of the Company to invest to BSGF is amounted to EUR 5,306 thousand,

to invest to other funds is amounted to EUR 81 thousand.

As at 31 December 2024 the outstanding commitment of the Group to invest to funds is amounted to EUR 3,650 thousand.

As at 31 December 2023 the outstanding commitment of the Group to invest to funds is amounted to EUR 5,922 thousand.

Tax legislation

Tax authorities have right to examine accounting records of the Company and its consolidated subsidiaries in Lithuania at any

time during the current period and for 3 previous years before the reporting period, in some cases 5 or 10 years before the

reporting period, and account for additional taxes and fines. In the opinion of the Company’s management, currently there are no

circumstances which would raise substantial tax liability in this respect to the Company and to the Group. Activity in the Republic

of Latvia is not subject to corporate income tax. Instead of taxation on the profit of the current year, the tax is applied only upon

profit distribution, i.e. upon payment of dividends.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

24. Lease

The Company has lease contract for premises and parking spaces. The lease term is until 31 March 2026. The lease contract

has not any termination and extension option. The Company could only sub-lease premises to the Group companies, but has not

entered in any sublease agreements. The Group has several lease contracts for premises and parking spaces. The lease terms

were until 2025, 2026 and 2028, except leases, which are less than 12 months and for which Group applies the ‘short-term lease’

recognition exemption. The Group’s lease agreements have not unilaterally extension options. Some agreements have

termination options, but the Group does expect to use them. Generally, the Group is restricted from assigning and subleasing the

leased assets, excluding that in some contracts is determined right to sub-lease premises. The Group has entered in sublease

agreement with AB Šiaulių Bankas group for premises in Vilnius before used by employees of transferred retail businesses. Most

of leases has lease indexation clause based on customer price index change. The terms of lease do not include restrictions on

the activities of the Group and the Company in connection with the dividends, additional borrowings or additional lease

agreements.

Right- of-use assets are presented as property, plant and equipment and is disclosed in Note 9. The maturity analysis of leases

liabilities is disclosed in Note 22.1 (section liquidity risk).

The following is the amounts recognised in profit or loss in 2024:

	Group	Company
Depreciation charge for right-of-use assets	(549)	(26)
Interest expenses (included in finance cost)	(54)	(2)
Expense relating to short-term lease	(24)	-

The following is the amounts recognised in profit or loss in 2023:

	Group	Company
Depreciation charge for right-of-use assets	(404)	(24)
Interest expenses (included in finance cost)	(50)	(3)
Expense relating to short-term lease	(89)	-

Changes in liabilities arising from financing activities (lease liabilities) are presented in the table below:

	Group	Company
As at 1 January 2023	1,402	86
Lease payments	(406)	(25)
Interest paid	(50)	(3)
Interest expenses	50	3
Addition	532	6
Derecognition	(216)	-
As at 31 December 2023	1,312	67
Lease payments	(556)	(29)
Interest paid	(54)	(2)
Interest expenses	54	2
Addition	32	-
Derecognition	-	-
As at 31 December 2024	788	38

The Group has not any lease contracts that have not yet commenced at 31 December 2023 and 2024.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

25. Related party transactions

The parties are considered related when one party has the possibility to control the other one or have significant influence over

the other party in making financial and operating decisions.

The related parties of the Group in 2024 and 2023 were unconsolidated subsidiaries, associates, the shareholders of the

Company, who have joint control or significance influence (Note 1) and key management personnel, including companies under

control or joint control of key management and shareholders having significant influence or joint control and including companies,

where shareholders having joint control over the Company are key management personnel or having significant influence. To the

other related parties are attributed entities left the Group during split-off occurred in 2014, because shareholders having joint

control over the Company are key management personnel of these entities or having significant influence.

Receivables from related parties are presented in carrying amount. They include loans granted to unconsolidated subsidiaries

and associates, that are considered as part of investments to unconsolidated subsidiaries and associates. Interest income and

expenses are presented in the ‘revenue and other income’ and ‘purchases’ columns, respectively.

Transactions of the Group with unconsolidated subsidiaries in 2024 and balances as at 31 December 2024 were as follows:

2024

		Purchases	Receivables from related
Group	Revenue and	from	parties (including presented
	other income from	related	in carrying value of	Payables to
	related parties	parties	investments)	related parties
Loans and borrowings	-	-	-	-
Dividends	21,951	-	-	-
Accounting services	5	-	1	-
Acquisition or disposals of investments	-	50,523	-	4,757
Transfer of tax losses	2	-	-	-
Other	1	-	-	-
	21,959	50,523	1	4,757

Transactions of the Group with associates in 2024 and balances as at 31 December 2024 were as follows:

2024

	Revenue and
Group	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Loans and borrowings	33	-	1,863	-
Dividends	-	-	-	-
Management and success fees	173	-	17	-
Accounting services	41	-	4	-
Other services	5	-	-	-
	252	-	1,884	-

Transactions of the Group with other related parties in 2024 and balances as at 31 December 2024 were as follows:

2024	Revenue and
Group	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Accounting services	74	-	7	-
The group of UTIB INVL Technology
(information technology maintenance
services)	-	215	-	25
The group of AB INVL Baltic Farmland (land
administration services)	268	-	150	-
Management fee	641	-	205	-
Other services or compensation	21	-	-	-
	1,004	215	362	25

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

25 Related party transactions (cont’d)

Transactions of the Group with unconsolidated subsidiaries in 2023 and balances as at 31 December 2023 were as follows:

2023

		Purchases	Receivables from related
Group	Revenue and	from	parties (including presented
	other income from	related	in carrying value of	Payables to
	related parties	parties	investments)	related parties
Loans and borrowings	-	-	-	-
Dividends	788	-	-	-
Accounting services	5	-	-	-
Acquisition or disposals of investments	-	16.209	2,580	23,570
Operation with Life insurance activities	300	3	44	-
Other	2	-	-	-
	1,095	16.212	2,624	23,570

Transactions of the Group with associates in 2023 and balances as at 31 December 2023 were as follows:

2023

	Revenue and
Group	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Loans and borrowings	-	-	-	-
Dividends	-	-	-	-
Management and success fees	172	-	13	-
Accounting services	41	-	-	-
Other services	4	-	-	-
	217	-	13	-

Transactions of the Group with other related parties in 2023 and balances as at 31 December 2023 were as follows:

2023

	Revenue and
Group	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Accounting services	75	-	-	-
The group of UTIB INVL Technology
(information technology maintenance
services)	-	246	-	39
The group of AB INVL Baltic Farmland (land
administration services)	172	-	84	-
Management fee	481	-	113	-
Other services or compensation	43	19	-	-
	771	265	197	39

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

25 Related party transactions (cont’d)

The Company’s related parties were the subsidiaries, associates, joint ventures, shareholders, who have joint control or

significance influence (Note 1), key management personnel, companies under control or joint control of key management and

shareholders with significant influence or joint control and companies, where shareholders having joint control over the Company

are key management personnel or having significant influence. To the other related parties are also attributed entities left the

Group during split-off occurred in 2014, because shareholders having joint control over the Company are key management

personnel of these entities or having significant influence.

Transactions of the Company with subsidiaries in 2024 and balances as at 31 December 2024 were as follows:

2024

	Revenue and
Company	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Loans and borrowings	-	-	-	-
Dividends	51,582	-	-	-
Transfer of tax losses	131	-	-	-
Accounting services	11	-	-	-
Acquisition or disposals of investments	-	50,523	-	6,742
Discounting effect	-	598	-	-
Bond distribution fee	-	75	-	-
Other services	-	9	9	7
	51,724	51,205	9	6,749

Transactions of the Company with associates in 2024 and balances as at 31 December 2024 were as follows:

2024

	Revenue and
Company	other income from
	related	Purchases from	Receivables from	Payables to
	Parties	related parties	related parties	related parties
Loans and borrowings	33	-	1,863	-
Dividends	-	-	-	-
Accounting services	38	-	-	-
Other services or compensation	3	-	-	-
	74	-	1,863	-

Transactions of the Company with other related parties in 2024 and balances as at 31 December 2024 were as follows:

2024

	Revenue and
Company	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
The group of UTIB INVL Technology
(information technology maintenance
services)	-	9	-	1
Accounting services	69	-	-	-
Other services (insurance costs
compensation)	21	-	-	-
	90	9	-	1

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

25 Related party transactions (cont’d)

Transactions of the Company with subsidiaries in 2023 and balances as at 31 December 2023 were as follows:

2023

	Revenue and
Company	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Loans and borrowings	-	-	-	-
Dividends	1,403	-	-	-
Transfer of tax losses	21	-	-	-
Accounting services	12	-	-	-
Acquisition or disposals of investments	-	16.209	2,580	55,574
Other services	-	-	-	-
	1,436	16.209	2,580	55,574

Transactions of the Company with associates in 2023 and balances as at 31 December 2023 were as follows:

2023

	Revenue and
Company	other income from
	related	Purchases from	Receivables from	Payables to
	Parties	related parties	related parties	related parties
Loans and borrowings	-	-	-	-
Dividends	-	-	-	-
Accounting services	41	-	-	-
Other services or compensation	3	-	-	-
	44	-	-	-

Transactions of the Company with other related parties in 2023 and balances as at 31 December 2023 were as follows:

2023

	Revenue and
Company	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
The group of UTIB INVL Technology
(information technology maintenance
services)	-	8	-	1
Accounting services	75	-	-	-
Other services (insurance costs
compensation)	22	-	-	-
	97	8	-	1

The movements of loans granted to associates were:

	Group		Company
	2024	2023	2024	2023
At 1 January	-	-	-	-
Loans granted during year	1,090	-	1,090	-
Loans repayment received	(800)	-	(800)	-
Loans granted, acquired from INVL Life UAB (offsetting)	1,548	-	1,548	-
Interest charged	33	-	33	-
Interest received	(8)	-	(8)	-
At 31 December	1,863	-	1,863	-

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

25 Related party transactions (cont’d)

Key management compensation and other payments

The management remuneration contains short-term employees’ benefits and share-based payments. In 2024 and 2023 key

management of the Company and Group includes CEO, Board members and Chief financial officer of the Company.

	Group		Company
	2024	2023	2024	2023
Wages, salaries and bonuses	330	310	279	260
Social security contributions	5	5	4	4
Share-based payments	1,031	344	1,031	344
Transfers to pension funds	25	16	25	16
Total key management compensation	1,391	675	1,339	624

There were no loans granted during the reporting period or outstanding at the end of the reporting period.

In 2024 to the Board members, which are shareholders of the Company, were paid EUR 98 thousand of dividends, net of tax. To

the entities, which are controlled by the Board members or CEO, were paid EUR 628 thousand of dividends, net of tax. To the

natural persons related to the Board members the Company paid EUR 279 thousand of dividends, net of tax.

26. Remuneration to Auditor

		Group		Company
	2024		2023	2024	2023
The Group’s and the Company’s statutory audit fee		109	108	49	48
Audit fee for managed funds of the Group and unconsolidated subsidiary		119	154	-	-
Other assurance services		-	-	-	-
Tax advisory services		-	-	-	-
Other services (including funds)		8	9	-	-
		236	271	49	48

From 2019 the Group’s and the Company’s statutory audit was performed by KPMG Baltics, UAB (Auditor). In table above are

included accruals for 11 months of 2023 of second pillar pension funds, which are covered by the Group. Audit fee for transferred

third pillar pension funds and investments funds to AB Šiaulių Bankas was not included as is not covered by the Group.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

27. Events after the reporting period

Commitment to invest into INVL Private Equity Fund II

In February 2025 the Company has signed a Subscription agreement relating to INVL Private Equity Fund II. Invalda INVL has

committed to invest EUR 30.8 million in INVL Private Equity Fund II, a closed-end private equity investment fund for informed

investors managed by consolidated subsidiary UAB INVL Asset Management. This currently represents 10 percent of the total

fund size. Fundraising will continue to reach a hard cap of EUR 400 million. It is expected that funds will be called to the

aforementioned fund in stages for the execution of specific transactions.

Completing the first closing of INVL Private Equity Fund II EUR 305 million were raised and its target of EUR 250 million was

exceeded. INVL Private Equity Fund II is the second-generation private equity fund the Group, which will build on the strategy of

BSGF, which has been successfully operating since 2019.

By signing the Partnership Agreement and investing in INVL Private Equity Fund II, as in the case of investing in BSGF, the

Company INVL committed not to invest in private equity assets that are in line with the funds’ strategy and will execute its main

investment activities through these funds.

By investing in INVL Private Equity Fund II, Invalda INVL is entitled to a future return, if any, a pro rata share of the success fee.

The consolidated subsidiary is entitled to a management fee, the amount of which, depending on the size of the fund, will be the

maximum the Group has received from the management of an alternative investment fund. Cap on management fee paid to the

management company over the life of the fund is 17% of total capital commitments.

Redemption of fund units of BSGF

In March 2025 the Company received in cash EUR 9,267 thousand from redemption of fund units of BSGF. BSGF is closed first

sale deal of its investments and distributed free funds to its investors. Approximately 55% of initial investment amount was returned

to the investors.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 83

Translation note:

This version of the Annual Management Report is a translation from the original, which was prepared

in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate

representation of the original. However, in all matters of interpretation of information, views or

opinions, the original language version takes precedence over this translation.

CONTENTS

CEO’S REVIEW ............................................................................................................85

1. Reporting period for which the report is prepared...................................................86

2. General information about the Issuer and other companies comprising the group ......86

2.1. Information about the Issuer .........................................................................86

2.2. Company’s philosophy and operating principles ................................................86

II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS .............................................................88

3. Business environment ........................................................................................88

4. Performance results of the issuer and the group ....................................................90

4.1. Main items of financial statements ..................................................................90

4.2. Calculation of the net asset value of Invalda INVL ............................................90

4.3. Financial ratios .............................................................................................90

5. Information on the group’s activities ....................................................................91

5.1. Strategic business: asset management ...........................................................91

5.2. Legacy investments ......................................................................................92

6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts ..93

6.1. Evaluation of implementation of goals for 2024 ................................................93

6.2. Activity plans and forecasts ...........................................................................93

III. INFORMATION ABOUT SECURITIES ................................................................................94

7. Information about Issuer’s authorised capital ........................................................94

7.1. Adjustments of the authorised capitaL ............................................................94

7.2. Structure of the authorized capital as of 31 December 2024 ..............................94

7.3. Information about the issuer’s treasury shares .................................................95

7.4. Information about employees stock options .....................................................95

8. The order of amendment of Issuer’s Articles of Association .....................................96

9. Shareholders .....................................................................................................96

9.1. Information about shareholders of the company ...............................................96

9.2. Rights and obligations carried by the shares ....................................................98

10. Dividends ........................................................................................................99

11. Trading in Issuer’s securities as well as securities of the group companies’ ............ 100

11.1. Trading in Issuer’s securities ...................................................................... 100

11.2. Trading in securities of the group companies’ ............................................... 102

12. Information about debt securities .................................................................... 103

IV. ISSUER’S MANAGING AND SUPERVISORY BODIES ............................................................. 103

13. Management structure, authorities, the procedure for appointment and replacement103

13.1. General Shareholders’ Meeting ................................................................... 104

13.2. The Board ................................................................................................ 106

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 84

13.3. The Chief Executive Officer ........................................................................ 107

14. Information about members of the Board, CEO and CFO of the Company .............. 107

15. Information about the Audit Committee of the company ..................................... 110

16. Information on the Nomination and Remuneration and Business Development Committees

......................................................................................................................... 112

17. Information on the amounts calculated by the Issuer, other assets transferred and guarantees

granted to the Members of the Board, the president and CFO .................................... 113

V. OTHER INFORMATION ............................................................................................... 114

18. Agreements with intermediaries on public trading in securities ............................. 114

19. Information on Issuer’s branches and representative offices ................................ 114

20. Risk management .......................................................................................... 114

20.1. Information about the principal risks and their management .......................... 114

20.2. The main indications about internal control and risk management systems related to the

preparation of consolidated financial statements ................................................... 116

20.3. Information on financial risk management objectives used for hedging measures which

hedge accounting .............................................................................................. 116

21. Issuer’s and its group companies’ non – financial results. Information related to social

responsibility, environment and employees ............................................................. 116

21.1. Responsible business actions in the company ............................................... 116

21.2. Employees ............................................................................................... 118

21.3. Environmental protection and actions on climate change ............................... 118

21.4. Information on the research and development activities of the issuer and the group119

21.5. The fight against corruption and bribery, bribery of foreign officials in international business

transactions ..................................................................................................... 119

21.6. Main intangible resources .......................................................................... 119

22. Memberships in associations ............................................................................ 119

23. Information on harmful transactions in which the issuer is a party........................ 120

24. Information on the related parties’ transactions ................................................. 120

25. Information about significant agreements to which the issuer is a party, which would come into

force, be amended or cease to be valid if there was a change in issuer‘s controlling shareholder,

and their impact .................................................................................................. 120

26. Significant investments made during the reporting period and after the end of the financial

year ................................................................................................................... 120

27. References to and additional explanations of the data presented in the financial statements

and consolidated financial statements .................................................................... 120

28. Data on the publicly disclosed information ......................................................... 121

29. Information on audit company ......................................................................... 123

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS ............................. 124

APPENDIX 2. DISCLOSURE CONCERNING THE COMPLIANCE WITH THE GOVERNANCE CODE ................... 127

APPENDIX 3. COMPANY'S MANAGEMENT REPORT................................................................... 145

APPENDIX 4. REMUNERATION REPORT ............................................................................... 147

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 85

CEO’S REVIEW

Dear all,

2024 was a successful and profitable year for our clients and for the Invalda

INVL group.

In a rapidly changing geopolitical and economic environment, we consistently

focus our work on creating long-term value: investing, ensuring asset

diversification and liquidity for our clients, and by growing and strengthening

the managed businesses and their competitiveness. We monitor the processes

and changes that are taking place, adapting and reacting to take advantage of

the opportunities that arise.

Our fundamental priority is generating returns for clients. In 2024, we earned

EUR 157 million for our clients, our assets under management increased by

17% to EUR 1.68 billion at the end of the year.

The core of our work is managing the assets entrusted to us. We do that under

our strategy of creating market-leading investment solutions in areas where we have expertise, experience and

a competitive advantage. In 2024, we also focused on strengthening our investor base, developing new products

and growing our team in a qualitative sense. These deliberate steps offer a solid foundation for stable operations

in the present and will have a positive impact on our business in the coming years.

In 2024 we earned a profit of EUR 44.38 million and the company’s net asset value was EUR 222.04 million at

year-end. This reflects the success of our strategic core business and the growth of Invalda INVL’s investments.

Last year, in its inaugural public bond offering, Invalda INVL successfully placed a EUR 10 million issue of notes.

During 2025, we will continue to focus on the management of the assets entrusted to us, growing their value,

enhancing their quality and meeting the strategic objectives for each business line and investment. Strong

investment performance and product diversification in line with clients’ needs are a prerequisite for retaining

existing clients and expanding the circle of individual and institutional investors that entrust their funds to us.

The Invalda INVL group will continue to pursue strong organic business growth in 2025 and, when circumstances

are favourable, will take advantage of merger and acquisition opportunities.

On behalf of the entire group, I want to thank investors for their support, capital and high standards that enable

us to succeed, as well as our team for their effectiveness, determination and dedication, and our shareholders

for their trust in us to grow value.

Sincerely,

Darius Šulnis

Chief Executive officer of Invalda INVL

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 86

I. GENERAL INFORMATION

1. Reporting period for which the report is prepared

The report is prepared for 12 months of 2024 (January – December). The report also includes significant events

of the company and the group that took place after the reporting period.

2. General information about the Issuer and other companies comprising the group

2.1. INFORMATION ABOUT THE ISSUER

Name of the Issuer

The public joint-stock company Invalda INVL

Code

121304349

Address

Gynėjų str. 14, LT01110 Vilnius, Lithuania

Telephone

+370 5279 0601

E-mail

info@invaldainvl.com

Website

www.invaldainvl.com

Legal form

The public joint-stock company

Date and place of registration

20 March 1992. Register of Enterprise of Vilnius

accumulated and stored

2.2. COMPANY’S PHILOSOPHY AND OPERATING PRINCIPLES

Who are we?

Invalda INVL is the leading Baltic asset management group with an open approach, which grows and develops,

and creates well-being for people through its activities.

We have been working consistently and purposefully since our inception, prioritizing the interests of our clients.

Our core values remain unchanged as we expand, while staying open to new opportunities, markets, and

methods of operation. We believe that an open-minded approach and thorough evaluation of innovative

concepts significantly enhance the success and quality of our solutions.

We grow by investing in the organic expansion of the asset management business, and when opportunities

arise, we make new acquisitions in this sector. We believe that we create value for all stakeholders by first and

foremost excelling in our direct work and fulfilling our duties.

We believe that the success of the business is inseparable from contributing to the progressive processes of

society. Therefore, we invest in knowledge enhancement, team cohesion, social initiatives, and sustainability

practices.

What do we seek?

Invalda INVL is dedicated to creating long-term value for investors while fostering a positive economic impact

within the regions and areas where we operate. Our strategic focus is on the asset classes and regions we know

best. Presently, our focus is on alternative investments and family office services.

How do we operate?

Asset management and investing forms the cornerstone of our operations. Our group's assets under

management include investments in private equity, forestry and agricultural land, renewable energy, real

estate, and private debt. Additionally, our group's activities also include family office services in Lithuania, Latvia

and Estonia, pension fund management in Latvia, and investments in global third-party funds. We also invest

in products managed by the group alongside our clients to foster alignment of interests. The residual part of

our portfolio consists of historical investments.

The list of group companies as well as their contact information is presented in Annex 1 to this Annual Report.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 87

The financial data of the businesses that make up the group are presented in sections 5.1 and 5.2 of this report.

What is our experience?

Invalda INVL was founded in 1991 by a group of individuals from the academic community with the aim of

creating value and contributing to the country's economy. The company's shares have been traded on the

Nasdaq Vilnius stock exchange since 1995. Since the listing began, the company has paid EUR 72.37 million to

its shareholders in dividends and share repurchases.

INVALDA INVL’S EXPERIENCE IN THE PRIVATE EQUITY MARKET

* Since the end of the first closing of INVL Baltic Sea Growth Fund on February 2019 Invalda INVL undertakes not to

invest in private equity assets that comply with the fund’s strategy and to conduct its main investment activity through

this fund.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 88

II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS

3. Business environment

GDP growth trends and forecasts

After two years of stagnation, the Lithuanian economy began to grow in the first half of 2024 and continued to

gain momentum in the second half. Economic activity increased by 1.1% in the third quarter and by 0.8% in

the fourth quarter of 2024, compared to the previous quarters—remaining above the long-term average overall.

These positive trends led to a 2.7% year-on-year increase in Lithuania's GDP for 2024. Growth over the past

six months has been broad-based, with value added increasing across nearly all sectors. Manufacturing and

trade were the main drivers, while other service industries also made a notable contribution.

Looking ahead, the Lithuanian economy is expected to continue expanding. This outlook is supported by a

gradual recovery in external demand, rising household purchasing power—boosting consumption—and growing

investment, fuelled by increased EU funding and the diminishing impact of previously tight monetary policy.

Real GDP is projected to grow by 2.9% in 2025 and by 3.0% annually in both 2026 and 2027.

Geopolitical and other major developments in recent years have had a significant impact on the economies of

Lithuania and many other regions around the world. However, the effects have varied considerably across

countries. Particularly Baltic economies have followed notably different paths. Over the five years since 2019—

a period that began before the onset of the global pandemic, the escalation of Russia’s aggression against

Ukraine, and the sharp surge in commodity and other prices—Lithuania’s economy grew by 12.5%. In contrast,

Latvia's economy expanded by a more modest 7.9%, while Estonia’s, marked by significant fluctuations, saw

little overall growth.

Inflation and monetary policy

Inflation in the euro area continues to decline along the projected path and is expected to return to the European

Central Bank's (ECB) medium-term objective of 2%. From October 2022, when inflation in the euro area

surpassed 10%, it fell to 2.4% by February 2025. Annual inflation in Lithuania has been rising as prices of

energy and other raw materials recover. After reaching its lowest point (0.1%) in almost four years in October,

it has been rising since January, reaching 3.4%. The increase in annual inflation has been mainly driven by

higher energy prices, while services remained the main driver.

The Governing Council of the ECB has continued to ease monetary policy consistently. Taking into account the

current dynamics of underlying inflation in the euro area, inflation expectations and the transmission of

monetary policy, the Governing Council of the ECB quadrupled the deposit facility rate from October 2024 to

2.50%. Since the peak of 4% in 2023, interest rates have been cut by a total of 150 basis points.

Labor market:

The Lithuanian labor market continued to be in good shape at the end of 2024. The favorable migration trends

of recent years have a significant impact on labor market indicators. Labor force participation rates have reached

highs last seen only around 2004, before the major emigration wave following EU accession. With population

growth and the entry of more workers into the labor market for the third consecutive year, the number of people

in employment in Lithuania is at its highest level since 1998.

Registered unemployment as reported by the Employment Service stood at 9% in December 2024, down 0.3

percentage points from a year earlier. The Bank of Lithuania forecasts that the unemployment rate will reach

6.8% in 2025 and fall to 6.7% in 2026.

According to the fourth quarter data of average earnings, wages and salaries in the domestic economy grew by

10.7%, with the public sector continuing to grow at a faster annual rate (14.5%) than the private sector (8.9%).

Historically, labor income growth continued at a strong pace and labor market tensions remained at historically

high levels. This is reflected in the vacancy rate, which has been close to 2% for some time now. Wage growth

is projected to reach 9.2% in 2025 and slow to 8.3% in 2026.

Overview of financial markets:

Corporate lending continues to grow as demand for credit increases. The loan portfolio of non-financial

corporates was growing at an annual rate of 12% at the end of 2024, compared to just 1% in the euro area.

The corporate loan-to-GDP ratio has reached its lowest level since 2004 (15% at the end of Q3 2024) and

remains one of the lowest in the euro area, leaving room for further portfolio growth.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 89

The results of the bank survey show that demand for loans to corporates has increased for the second

consecutive quarter due to cheaper lending, with demand growth expected in the SME segment in the first

quarter of 2025. Banks indicated a slight tightening of lending standards to corporates in the fourth quarter of

2024, but the share of rejected corporate loan applications remained unchanged for the second consecutive

quarter, according to them. Banks' assessment of the financial health of companies in the hotels and restaurants

sector was the weakest, while the assessment of the financial health of transport companies improved during

the quarter, but the latter sectors remained the most restrictive for lending. However, banks remain relatively

optimistic and view the financial situation of all companies as stable or improving.

Baltic Stock Exchange:

All stock indices (OMX Tallinn, OMX Riga, OMX Vilnius) are calculated separately for each of the Baltic exchanges.

All companies listed on the Official and Supplementary Lists of the Baltic Stock Exchanges are included, except

for companies where one shareholder owns 90% or more of the issued shares. These indices reflect the situation

and developments in the securities market in each Baltic country or in the Baltic securities market as a whole.

DYNAMICS OF THE BALTIC STOCK MARKETS

Index

31/12/2024

31/12/2023

+/- Change

OMX Tallinn

1,733.00

1,768.56

-2.01%

OMX Riga

869.3

1,336.34

-34.95%

OMX Vilnius

1,065.48

946.76

+12.54%

Source: Nasdaq Baltic

In 2024, the Baltic equity markets faced challenges as investors shifted their focus to bonds. Nasdaq Baltic's

equity trading volume fell for the third year in a row to EUR 401 million, down 16% from the previous year and

more than double the EUR 917 million in 2021. Of the more than 70 listed companies, only 26 recorded share

price growth.

The Tallinn Stock Exchange recorded the biggest drop in trading volume, down 21% to EUR 237 million, but

retained its position as the most active exchange in the Baltics, accounting for 59% of Nasdaq Baltic's total

turnover. The Vilnius Stock Exchange saw a 7% drop in turnover to €150 million, while its share of total Baltic

turnover increased from 34% to 37%. The Riga Stock Exchange, despite the debuts of two new companies, saw

an 11% drop in turnover to EUR 13 million, accounting for only 3% of total turnover.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 90

4. Performance results of the issuer and the group

4.1. MAIN ITEMS OF FINANCIAL STATEMENTS

EUR thousand

COMPANY‘S

GROUP‘S

2024

2023

2022

2024

2023

2022

Non-current assets

242,602

237,507

134,263

236,154

208,087

121,358

Current assets

2,799

4,342

3,155

11,516

10,377

22,668

Equity

222,041

178,030

130,790

222,218

178,030

130,927

Non-current liabilities

15,595

2,931

2,413

16,338

3,815

3,599

Current liabilities

7,765

60,888

4,215

9,114

36,619

9,500

Result before taxes

47,078

46,204

16,119

47,521

50,322

15,918

Net result

44,384

45,816

16,666

44,384

45,816

16,714

Net result attributable to

holders of the parent

Company

44,384

45,816

16,666

4.2. CALCULATION OF THE NET ASSET VALUE OF INVALDA INVL

EUR thousand

2024

2023

2022

Investments

242,567

237,446

134,183

Cash and cash equivalents

2,467

1,305

372

Other assets

367

3,098

2,863

Total assets

245,401

241,849

137,418

Liabilities

-23,360

-63,819

-6,628

Net asset value

222,041

178,030

130,790

Net asset value per share

18.48

14.83

11.07

4.3. FINANCIAL RATIOS

Company’s

Group’s

2024

2023

2022

2024

2023

2022

Return on Equity (ROE), %

22.19

29.67

13.23

22.18

29.66

13.23

Debt ratio

0.10

0.26

0.05

0.10

0.19

0.09

Debt – Equity ratio

0.11

0.36

0.05

0.11

0.23

0.10

Liquidity ratio

0.36

0.07

0.75

1.26

0.28

2.39

Earnings per share (EPS),

EUR

3.69

3.85

1.41

3.69

3.85

1.41

Price Earnings ratio (P/E)

5.09

3.09

8.07

5.09

3.09

8.07

The Company publishes Alternative performance measures (AVR) that are in use by the Company and the

definitions of the indicators. All information is disclosed on the Company‘s website

https://www.invaldainvl.com/en/investor-relations/financial-information-and-documents/formulas-of-

performance-indicators/

The profit of Invalda INVL is significantly impacted by the recalculation of investments based on fair value as

well as acquisition and sale deals, therefore, not all company performance indicators are suitable for the

evaluation of Invalda INVL, AB. Furthermore, investments into main asset management business are recorded

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 91

using the equity method, therefore, the book value may be different from the market price. Accordingly, some

ratios may not represent the real situation of the company.

5. Information on the group’s activities

5.1. STRATEGIC BUSINESS: ASSET MANAGEMENT

Invalda INVL manages asset management companies INVL Asset Management in Lithuania and Latvia, financial

brokerage company INVL Financial Advisors, acting under brandname INVL Family Office, and land

administration company INVL Farmland Management. We also invest in products managed by the group

alongside our clients (General Partner investments) to foster alignment of interests.

Value, EUR million

Revenue, EUR million

Profit (loss), EUR million

2024

2023

2024

2023

2024

2023

Core companies of strategic

business (100%)

6.6*

30.2*

14.1

16.8

17.8

39.4**

General Partner investments

74.9

59.0

*equity method

**profit from transfer of retail business was included – EUR 29.8 million.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 92

ASSETS MANAGED BY INVALDA INVL GROUP, CALCULATED ACCORDING TO DIFFERENT METHODOLOGIES

AuM refers to the assets we manage or supervise and generally equals to the sum of the following: fair value

of managed or supervised assets (for example, NAV or capitalization of funds) and uncalled capital

commitments. This AuM represents the size of assets to which the Group has economic influence through

management or supervision. We believe that such AuM stands as a better measure of our investment and

fundraising performance.

Fee-earning AUM refers to the assets we manage or supervise and from which we derive recurring fees. We

have updated the indicator calculation methodology and added assets under supervision of family office.

Our calculations of AuM and Fee-earning AuM may differ from the calculations of other asset managers. As a

result, these measures may not be comparable to similar measures presented by other asset managers. The

reported amount is the aggregated, not consolidated, sum of the assets.

5.2. LEGACY INVESTMENTS

Company

Share of votes controlled

(%)

Value, EUR million

Profit (loss) from

investment, EUR

million

2024

2023

2024

2023

2024

2023

19.93%

18.45%

108.9

85.4

23.6

4.8

7.45%

7.92%

22.4

22.2

4.8

6.1

48.81%

24.5

19.3

3.3

(2.6)

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 93

6. Estimation of Issuer’s and Group’s activity last year and activity plans and

forecasts

6.1. EVALUATION OF IMPLEMENTATION OF GOALS FOR 2024

Our fundamental priority is generating returns for clients. In 2024, we earned EUR 157 million for our clients,

our assets under management increased by 17% to EUR 1.68 billion at the end of the year.

As we said a year ago, a key priority for 2024 is the successful launch of the new private equity fund - INVL

Private Equity Fund II. The target was to raise at least EUR 250 million from investors. Last year preparatory

work was underway for the launch of the second private equity fund. After raising EUR 305 million, INVL Private

Equity Fund II, the largest private equity fund in the Baltics, was launched in February this year, having already

exceeded its target size at first close.

We planned to focus on the successful launch of the INVL Family Office in Latvia and Estonia. This goal has been

fully accomplished. INVL Family Office has continued its successful operations in Lithuania and has expanded

its activities in the other Baltic States, with the first clients already being served in the Family Office offices in

Latvia and Estonia.

We continued our consistent and focused work and strengthened our existing asset management business lines.

In February 2024, INVL Baltic Sea Growth Fund acquired buckwheat producer and grain trader Galinta and,

towards the end of the year, signed an agreement to acquire the shares of Pehart Group, a leading producer of

household and industrial paper products in Romania. Upon completion of this transaction, the Pehart Group will

become the fund's tenth and final investment. Other companies in INVL Baltic Sea Growth Fund's portfolio are

also being successfully strengthened and some are already being prepared for sale.

Last year, in its inaugural public bond offering, Invalda INVL successfully placed a EUR 10 million issue of notes,

introducing a safe, transparent investment product to the market while tapping into another alternative source

of capital for the company. Demand for the bonds exceeded supply 2.9 times. The size, quality and diversity of

the applications allowed Invalda INVL to set an annual interest rate of 7%, the lowest end of the range specified

in the bond offering.

6.2. ACTIVITY PLANS AND FORECASTS

During 2025, we will continue to focus on the management of the assets entrusted to us, growing their value,

enhancing their quality and meeting the strategic objectives for each business line and investment. Strong

investment performance and product diversification in line with clients’ needs are a prerequisite for retaining

existing clients and expanding the circle of individual and institutional investors that entrust their funds to us.

In March 2025, INVL Baltic Sea Growth Fund completed the sale of InMedica Group, a private medical services

network, demonstrating the success of the fund's strategy to build sector leaders. In the six years of the Fund's

investment in InMedica Group, it has grown its revenues more than 15 times. Other companies in INVL Baltic

Sea Growth Fund's portfolio are also being successfully strengthened and some are already being prepared for

sale. In 2025, we will focus on generating cash flows from the fund's portfolio and solid returns for our investors.

In 2025, we plan to complete the launch of INVL Private Equity Fund II and add the first investments to the

fund's portfolio.

INVL Renewable Energy Fund I is due to complete its investment phase this year and prepare for the

management of power generation projects that are already generating income. The fund team will also aim to

realise value, including the possible sale of the projects.

INVL Sustainable Timberland and Farmland Fund II will focus on improving the quality of the portfolio, pursuing

value-creating transactions and aiming to deliver targeted returns to investors.

The Invalda INVL group will continue to pursue strong organic business growth in 2025 and, when circumstances

are favourable, will make good use of merger and acquisition opportunities.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 94

III. INFORMATION ABOUT SECURITIES

7. Information about Issuer’s authorised capital

7.1. ADJUSTMENTS OF THE AUTHORISED CAPITAL

Information concerning adjustments of Invalda INVL, AB authorised capital during past 10 years is presented

below:

• The amended Articles of Association of Invalda LT, AB were registered with the Register of Legal Entities

on 29 April 2014. The Articles of Association were amended due to split-off of the company. After the

completion of the split-off of Invalda LT, the authorised capital was EUR 3.44 million and was divided

into 11,865,993 ordinary registered shares.

• The amended Articles of Association were registered with the Register of Legal Entities on 11 May 2015.

According to amended Articles of Association the name of the company was changed into Invalda INVL,

AB. The authorised capital was recounted into EUR and made EUR 3,441,137.97. It was divided into

11,865,993 ordinary registered shares with nominal value EUR 0.29 each.

• On 23 May 2019 a new edition of the Articles of Association of Invalda INVL was registered in the

up to EUR 3,456,480.71 in order to realize the stock options granted to the employees of Invalda INVL

Group in 2016.

• On 8 June 2021, a new edition of the Articles of Association of Invalda INVL was registered in the

59,674 new ordinary registered shares. The newly issued shares were acquired by the employees of

Invalda INVL Group exercising the stock options granted to them in 2018.

• On 11 May 2022, a new wording of the Articles of Association of Invalda INVL AB was registered in the

shareholders at the Ordinary General Meeting of Shareholders held on 30 April 2022. Invalda INVL

increased its share capital to EUR 3,493,935.08 by issuing 69,479 new ordinary registered shares. The

newly issued shares were subscribed by the employees of Invalda INVL Group exercising the stock

options granted to them in 2019.

• On 21 July 2023, a new wording of the Articles of Association of Invalda INVL AB was registered in the

shareholders at the Ordinary General Meeting of Shareholders held on 30 April 2023. Invalda INVL

increased its share capital to EUR 3,547,948.45 by issuing 186,253 new ordinary registered shares. The

newly issued shares were subscribed by the employees of Invalda INVL Group exercising the stock

options granted to them in 2020.

• On 21 June 2024 a new version of the Articles of Association of Invalda INVL was registered in the

value of EUR 0.29, the authorised capital of Invalda INVL increased to EUR 3,566,819. The newly issued

shares were subscribed exclusively by employees of the Invalda INVL Group, who exercised the options

granted to them in 2021. The shareholders of Invalda INVL approved the increase in share capital and

the updated Articles of Association at a meeting held on 30 April 2024.

7.2. STRUCTURE OF THE AUTHORIZED CAPITAL AS OF 31 DECEMBER 2024

Type of

Number of

shares,

units

Total number of

votes granted

by all issued

shares, units

Number of votes

calculating the

quorum of the

General Meeting

of Shareholders *

Nominal

value,

EUR

Total

nominal

value, EUR

Portion of

the

authorised

capital, %

Ordinary

registered

12,299,375

12,016,791

0.29

3,566,818.75

100

* according to Article 27 (4) of the Law on Companies’ in determining the quorum of the General Meeting of

Shareholders, it is considered that the acquired own shares do not grant voting rights.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 95

All shares are fully paid-up, and no restrictions apply on their transfer.

Invalda INVL group manages asset management company INVL Asset Management (through it – asset

management company Mundus) and financial brokerage company INVL Financial Advisors. According to

Lithuanian law, a natural or legal person (or persons acting in concert), indirectly willing to acquire or increase

their shareholding in an asset management company (more than 20, 30 or 50 percent), have to obtain a decision

from the Bank of Lithuania not to object this acquisition. This means that investors, willing to acquire more than

20 percent shareholding in Invalda INVL, AB, can do so only with a prior decision from the Bank of Lithuania.

Invalda INVL also owns asset management company INVL Asset Management in Latvia (through it – INVL

atklatais pensiju fonds“, managing 3

pillar pension funds in Latvia), therefore according to Latvian Financial

and Capital Market Commission restrictions under acquisition of the shareholding in Invalda INVL might be

fulfilled as well.

In addition, Invalda INVL group has indirectly invested in Moldova-Agroindbank, the largest commercial bank

in Moldova, therefore the relevant requirements of the Central Bank of Moldova may also apply to the acquisition

of block of shares in Invalda INVL.

7.3. INFORMATION ABOUT THE ISSUER’S TREASURY SHARES

Year of acquisition / loss

of own shares

Acquired (transferred)

amount, units

Price for one

share, EUR

Comments

2024

53,043

14.83

2021 - 2023

2020

(78,867)

0.20

Own shares were transferred

to the employees of the

company and the group by

exercising the share options

granted in 2017

2019

2,552

5.67

2018

3,396

5.53

2017

23,076

4.55

2016

135,739

4.11

2015

143,645

3.82

total

282,584

During the reporting period, the company bought back its own shares through the market of official tender

offers of the Nasdaq Vilnius Stock Exchange on 2-6 September 2024. 53,043 shares were offered for buy-back,

during which a maximum of 67,430 shares could be bought back. The company purchased 0.43 % of its shares

for which it paid EUR 786.7 thousand (excluding brokerage fees). The purchase price of the shares was

determined by the Dutch-auction principle. Every shareholder sold 100 % of offered shares for the price of EUR

14.83 per share.

At the end of the reporting period, the number of treasury shares acquired by Invalda INVL amounted to

282,584. Pursuant to Article 27 (4) of the Law on Companies, when determining the quorum of the general

meeting of shareholders, it is considered that the acquired own shares do not give votes at the shareholders'

meeting.

7.4. INFORMATION ABOUT EMPLOYEES STOCK OPTIONS

Employees of Invalda INVL and companies where Invalda INVL owns more than 50% of shares may be offered

to enter into stock option agreements on the basis of which, within 3 (three) years they are granted the stock

options. Employees shall be entitled to acquire 0.29 EUR nominal value ordinary registered Invalda INVL shares.

If shareholders adopts a decision on the payment of dividends, the reduction of authorized capital paying out

free funds to shareholders or other measures involving pay-outs to shareholders, then the General Meeting of

Shareholders must consider the matter of changing the number of Shares which Employees are allowed to

acquire and/or the price of the Shares in such a way as to maintain balance between the economic logic of the

contract on entering into an agreement to acquire Shares and the interests of the parties.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 96

There is no employee share incentive scheme in Invalda INVL. The shares are granted in accordance with the

Rules for Granting Equity Incentives approved by the Company's General Meeting of Shareholders, which are

published on the company's website

https://invaldainvl.com/files/EN/Draft%20Rules%20for%20Granting%20Equity%20Incentives.pdf.

OPTION CONTRACTS CONCLUDED AND STOCK OPTIONS EXERCISED:

Allocation of options

Exercise of options

The year when

stock options

contracts have

been signed

Number of shares,

units

The year when

stock options

are exercised

The number of

shares (units)

acquired by

employees under

option contracts

Method of granting shares

2024

33,324

2027

N/A

2023

47,394*

2026

N/A

2022

40,862

2025

N/A

2021

65,287

2024

65,070

Newly issued shares have

been subscribed

2020

317,227

2023

186,253

Newly issued shares have

been subscribed

2019

70,397

2022

69,479

Newly issued shares have

been subscribed

2018

59,674

2021

59,674

Newly issued shares have

been subscribed

2017

80,571

2020

78,867

The company’s own shares

were transferred

2016

52,906

2019

52,906

Newly issued shares have

been subscribed

* only those options where the number of shares is specified in the contracts

8. The order of amendment of Issuer’s Articles of Association

The Articles of Association of Invalda INVL, AB may be amended by resolution of the General Shareholders’

Meeting, if the decision is passed by more than 2/3 of votes (except in cases provided for by the Law on

Companies of the Republic of Lithuania).

On 21 June 2024, a new wording of the Articles of Association of Invalda INVL was registered in the Register of

Legal Entities. This draft of the Company's Articles of Association was approved by the shareholders at the

Ordinary General Meeting of Shareholders held on 30 April 2024.

The actual wording of the Articles of Association is dated as of June 2024. The translation of the document is

published on the company’s website https://www.invaldainvl.com/en/investor-relations/financial-information-

and-documents/documents/

9. Shareholders

9.1. INFORMATION ABOUT SHAREHOLDERS OF THE COMPANY

At the end of 2024 the total number of shareholders was 3,737. There are no shareholders entitled to special

rights of control.

The shareholders of Invalda INVL: Alvydas Banys, UAB LJB Investments, Irena Ona Mišeikienė, Indrė Mišeikytė,

Darius Šulnis and UAB Lucrum Investicija, have signed a Contracts with the purpose of agreeing on the long-

term management policy of Invalda INVL. Therefore, their votes are counted together in accordance with Article

16, Section 1, Item 2 of the Securities Law. Since the said contract does not contain provisions on the use of

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 97

votes held directly by the parties in other companies related to Invalda INVL, their votes are counted together

only at the issuer level, i.e. only in Invalda INVL.

Considering the share of the company's authorized capital and / or votes held by the company's shareholders

as of the date of this report, as well as the purpose and provisions of the above-mentioned Invalda INVL Group

long-term management policy agreement, the company does not have a controlling shareholder, i.e. the parties

to the said Agreement control the company as part of a group, but not individually. Invalda INVL AB is not

aware of any voting restrictions or agreements between shareholders that may limit the transfer of securities

and/or voting rights. During the twelve months of 2024, no agreements were entered into to which the issuer

is a party, and which would become effective, change or terminate upon a change of control.

SHAREHOLDERS WHO HELD TITLE TO MORE THAN 5% OF INVALDA INVL AUTHORISED CAPITAL

AND/OR VOTES 31 DECEMBER 2024

Name of the shareholder or

company

Number of

shares held by

the right of

ownership,

units

Share of the

authorised

capital and

votes held, %

Indirectly held

votes

, %

Total votes of the

shareholders

group*, %

LJB Investments. UAB

code 300822575,

Juozapavičiaus str. 9A,

Vilnius

3,098,196

25.19

59.98

85.17

Alvydas Banys

910,875

7.41

77.76

Irena Ona Mišeikienė

3,048,161

24.78

60.39

Indrė Mišeikytė

236,867

1.93

83.24

Lucrum Investicija, UAB

code 300806471. Gynėjų str.

14, Vilnius

3,181,702

25.87

59.30

Darius Šulnis

0.00

85.17

SHAREHOLDERS OF INVALDA INVL AS OF 31 DECEMBER 2024

Invalda INVL shareholders Alvydas Banys, UAB LJB Investments, Irena Ona Mišeikienė, Indrė Mišeikytė, Darius Šulnis and UAB Lucrum

Investicija have signed an Agreement with the purpose of agreeing on the long-term management policy of Invalda INVL. Therefore, in

accordance with Article 16, Section 1, Point 2 of the Securities Law, their votes are counted together. Given that the said agreement does not

contain provisions on the use of the parties' directly owned votes in other companies related to Invalda INVL, their votes are counted together

only at the level of the issuer

It is considered that Alvydas Banys has the votes of the controlled company UAB LJB investments.

It is considered that Darius Šulnis has the votes of the controlled company UAB Lucrum Investicija.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 98

DISTRIBUTION OF SHAREHOLDERS BY INVESTOR GROUPS AS OF 31 DECEMBER 2024

Investor group

Shareholders

Votes held by shareholders

number

proportion, %

number

proportion, %

Legal entities

1.12

6,600,876

53.67

Natural persons

3,695

98.88

5,698,499

46.33

DISTRIBUTION OF SHAREHOLDERS BY THEIR RESIDENCE AS OF 31 DECEMBER 2024

Investor group

Shareholders

Votes held by shareholders

number

proportion, %

number

proportion, %

Residents

3,567

95.45

12,262,706

99.70

Non-residents

170

4.55

36,669

0.30

9.2. RIGHTS AND OBLIGATIONS CARRIED BY THE SHARES

9.2.1. Rights of the shareholders

The Company’s shareholders have the following property and non-property rights:

1) to receive a part of the Company’s profit (dividend);

2) to receive the company’s funds when the authorised capital of the company is reduced with a view to paying

out the company’s funds to the shareholders;

3) to receive a part of assets of the company in liquidation;

4) to receive shares without payment if the authorised capital is increased out of the Company funds, except

in cases provided by the laws of the Republic of Lithuania;

5) to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except

in cases when the General Shareholders’ Meeting in the manner prescribed in the Law on Companies of the

Republic of Lithuania decides to withdraw the pre-emption right in acquiring the Company’s newly issued

shares or convertible debentures for all the shareholders;

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 99

6) to lend to the company in the manner prescribed by law; however, when borrowing from its shareholders,

the company may not pledge its assets to the shareholders. When the company borrows from a shareholder,

the interest may not be higher than the average interest rate offered by commercial banks of the locality

where the lender has his place of residence or business, which was in effect on the day of conclusion of the

loan agreement. In such a case the company and shareholders shall be prohibited from negotiating a higher

interest rate;

7) other property rights provided by laws;

8) to attend the General Shareholders’ Meetings;

9) to submit to the Company in advance the questions connected with the issues on the agenda of the General

Meeting of Shareholders;

10) to vote at the General Shareholders’ Meetings according to voting rights carried by their shares;

11) to receive information on the Company specified in the Law on Companies of the Republic of Lithuania;

12) to appeal to the court for reparation of damage resulting from nonfeasance or malfeasance by the

Company’s manager and the Board members of their obligations prescribed by the Law on Companies of

Republic of Lithuania and other laws of the Republic of Lithuania and the Company’s Articles of Association

as well as in other cases laid down by laws;

13) to receive information on a public company whose shares are admitted to trading on a regulated market as

specified in the Law on Companies of Financial Instruments Markets in the Republic of Lithuania;

14) other non-property rights established by laws and the Company’s Articles of Association.

9.2.2. Obligations of the shareholders

The shareholders have no property obligations to the Company, except for the obligation to pay up, in the

established manner, all the shares subscribed for at their issue price.

If the General Shareholders’ Meeting takes a decision to cover the losses of the Company from additional

contributions made by the shareholders, the shareholders who voted "for" shall be obligated to pay the

contributions. The shareholders who did not attend the General Shareholders’ Meeting or voted against such a

resolution shall have the right to refrain from paying additional contributions.

A person who has acquired all the shares of a company or has acquired a part of the shares of a public limited

company from the shareholder of this company shall notify the company no later than 5 days after the conclusion

of the transaction. The notice must include the number of shares acquired, including the number of shares by

class, where the shares of the different classes are acquired, their nominal value and the identity of the person

transferring and acquiring the shares (name, surname, personal identity number and place of residence or

address of the natural person; name, legal form, code and registered office and name, surname, personal code,

place of residence or address of the legal representative). The notice shall be accompanied by a document

confirming the acquisition of the shares or an extract thereof. If a document is provided, it must include the

parties to the transaction, the subject of the transaction and the date of acquisition of the shares.

Contracts between the company and holder of all its share shall be executed in a simple written form unless the

Civil Code prescribes the mandatory notarised form.

A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law

on Companies, if the Company proves that the shareholder knew or should have known thereof.

Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining

contacts with the Company and other persons.

10. Dividends

The decision to pay dividends and the amount of dividends to be paid is determined by the company's general

meeting of shareholders

The company's Ordinary General Meeting of 30 April 2024 approved a dividend of EUR 0.10 per share for

2023. The total dividend amount is EUR 1.2 million.

RATIOS RELATED WITH SHARES

2024

2023

2022

Net Asset Value per share, EUR

18.48

14.83

11.07

Price to book value (P/Bv)

1.02

0.80

1.03

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 100

The Company publishes on its website the definitions of the operational and financial indicators used in its

business (Alternative performance measures (AVR), provides indicators definitions. All the information is

disclosed in the Company‘s web site section „Investor relations“ → „Reports“ → „Formulas for performance

indicators.

https://www.invaldainvl.com/en/investor-relations/financial-information-and-documents/formulas-of-

performance-indicators/

11. Trading in Issuer’s securities as well as securities of the group companies’

11.1. TRADING IN ISSUER’S SECURITIES

MAIN CHARACTERISTICS OF INVALDA INVL, AB SHARES ADMITTED TO TRADING

Shares issued, units

12,299,375

Nominal value

0.29 EUR

Total nominal value

3,566,818.75 EUR

ISIN code

LT0000102279

The Issuer Agent

AB Šiaulių bankas

Exchange

Nasdaq Vilnius

Ticker

IVL1L

List

Baltic Secondary list

Baltic Main List (from 1 January 2008 until 20 July 2015)

Listing date

19 December 1995

LEI code

52990001IQUJ710GHH43

From 3 August 2020, Šiaulių bankas AB provides the company with a market making service.

TRADING IN INVALDA INVL SHARES

2024

2023

2022

Share price, EUR

- open

11.20

11.40

17.00

- high

19.00

11.90

17.00

- low

11.10

9.00

10.00

- last

18.80

11.90

11.40

Turnover, units

81,064

92,027

70,365

Turnover, EUR

1,133,932

1,004,925

888,205

Traded volume, units

1,641

1,317

1,684

Capitalisation, EUR mln.

225.92

142.86

134.73

TRADING IN THE COMPANY’S SHARES DURING THE PERIOD OF 2022–2024 (QUARTERLY) ON

NASDAQ VILNIUS STOCK EXCHANGE:

Reporting period

Price, €

Last trading date

Total turnover

high

low

units

€

2024, 4th Q

19.00

14.30

18.80

30.12.2024

28,298

461,984

2024, 3rd Q

14.70

13.80

14.30

30.09.2024

10,150

145,187

2024, 2nd Q

14.00

11.90

13.90

28.06.2024

24,559

311,015

2024, 1st Q

13.00

11.10

11.90

28.03.2024

18,057

215,746

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 101

2023, 4th Q

11.90

9.80

11.90

29.12.2023

18,332

192,444

2023, 3rd Q

11.00

10.30

29.09.2023

35,238

378,792

2023, 2nd Q

11.50

9.00

10.70

30.06.2023

22,263

249,654

2023, 1st Q

11.90

11.00

11.40

31.03.2023

16,194

184,035

2022, 4th Q

12.20

11.00

11.40

30.12.2022

11,317

129,787

2022, 3rd Q

13.20

10.60

11.00

30.09.2022

11,573

131,869

2022, 2nd Q

13.60

10.80

10.90

30.06.2022

18,823

234,545

2022, 1st Q

17.00

10.00

12.60

31.03.2022

28,652

392,004

CAPITALISATION

Last trading date

Number of shares

(company’s own shares

excluded), units

Last price, €

Capitalisation, €

30.12.2024

12,016,791

18.80

225,915,671

30.09.2024

12,016,791

14.30

171,840,111

28.06.2024

12,069,834

13.90

167,770,693

28.03.2024

12,004,764

11.90

142,856,692

29.12.2023

12,004,764

11.90

142,856,692

29.09.2023

12,004,764

10.30

123,649,069

30.06.2023

11,818,511

10.70

126,458,068

31.03.2023

11,818,511

11.40

134,731,025

30.12.2022

11,818,511

11.40

134,731,025

30.09.2022

11,818,511

11.00

130,003,621

30.06.2022

11,818,511

10.90

128,821,770

31.03.2022

11,749,032

12.60

148,037,803

TURNOVER OF INVALDA INVL SHARES AND SHARE PRICE DURING THE PAST 3 YEARS

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 102

CHANGES IN INVALDA INVL SHARE PRICE AND OMX VILNIUS INDEX OVER 10 YEARS, %

Index/Shares

30.12.2024

01.01.2024

01.01.2014

Change (%) since

2014

Change (%) in 12

months of 2024

OMX Vilnius

1,065.48

946.76

421.60

152.72

12.54

Invalda INVL

EUR 18.80

EUR 11.90

EUR 3.45

444.93

57.98

11.2. TRADING IN SECURITIES OF THE GROUP COMPANIES’

Shares of subsidiary companies of Invalda INVL, forming the group, are not traded on stock exchanges. INVL

Baltic Real Estate, INVL Technology and Šiaulių Bankas, companies Invalda INVL directly or indirectly invested

in, are listed on Nasdaq Vilnius stock exchange. Invalda INVL has also indirectly invested in maib, the largest

bank in Moldova, with shares traded on the Moldovan Stock Exchange.

CHANGE IN THE SHARE PRICE OF COMPANIES INVESTED IN BY INVALDA INVL

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 103

12. INFORMATION ABOUT DEBT SECURITIES

From 3 June 2024 to 12 June 2024 the company was offering EUR 10 million of non-convertible medium-term

notes to the public. 481 investors submitted orders to subscribe for notes for a total amount of EUR 29.035

million – resulting in an oversubscription of 2.9 times the issue volume. The notes were subscribed by 216

investors from the Baltic States. The notes were transferred to the securities accounts of the investors on 14

June 2024.

Fixed interest rates were determined through an auction in the range of 7% to 8%. The size, quality, and

diversity of the orders allowed Invalda INVL to set an annual interest rate of 7% – the lowest limit of the

specified range. Interest is paid to investors semi-annually, with a calculation basis of 30E/360. The first interest

coupon on the bonds was paid to bondholders on 14 December 2024.

The company's bonds are listed on the Baltic Bond List of the Nasdaq Vilnius Stock Exchange as of 1 July 2024.

Trading in the Nasdaq Baltic Bond Market in the company's bonds was almost non-existent in 2024. A total of

2 transactions were concluded with a total turnover of EUR 4,169.92.

THE MAIN TERMS OF THE BONDS ISSUE

Issue size, units

10,000

Nominal value of one bond

EUR 1,000

The total amount of the first

issue

EUR 10,000,000

The interest rate

Fixed annual interest rate of 7 percent.

Payment of interest

Interest will be paid semi-annually on a 30E/360 basis

Maturity

3 years

FISN

Invalda INVL/BD 229 20270614

ISIN code

LT0000409229

Listing

Nasdaq Baltic Bond List from 1 July 2024

Maturity date

14 June 2027

IV. ISSUER’S MANAGING AND SUPERVISORY BODIES

13. Management structure, authorities, the procedure for appointment and

replacement

The governing bodies of Invalda INVL, AB are the General Shareholders’ Meeting, sole governing body – the

CEO and a collegial governing body – the Board. The Supervisory Board is not formed.

General Shareholders‘ Meeting

The Board (3 members)

CEO

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 104

13.1. GENERAL SHAREHOLDERS’ MEETING

Powers of the General Shareholders’ Meeting

Persons who were shareholders of the Company at the close of the accounting day of the meeting (the 5th

working day before the General Shareholders’ Meeting) shall have the right to attend and vote at the General

Shareholders’ Meeting in person unless otherwise provided for by laws or may authorise other persons to vote

for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The

shareholder’s right to attend the General Shareholders’ Meeting shall also cover the right to speak and enquire.

The General Shareholders’ Meeting may take decisions and shall be held valid if attended by the shareholders

who hold the shares carrying not less than ½ of all votes. After the presence of a quorum has been established,

the quorum shall be deemed to be present throughout the General Shareholders’ Meeting. If a quorum is not

present, the General Shareholders’ Meeting shall be considered invalid and a repeat General Shareholders’

Meeting must be convened, which shall be authorised to take decisions only on the issues on the agenda of the

General Shareholders’ Meeting that has not been held and to which the quorum requirement shall not apply.

An Annual General Shareholders’ Meeting must be held every year at least within 4 months from the close of

the financial year.

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

• amend the Articles of Association of the Company. unless otherwise provided for by the Law on

Companies of the Republic of Lithuania;

• change registered office of the company;

• elect members of the Board;

• dismiss the Board or its members;

• elect and dismiss the firm of auditors. set the conditions for auditor remuneration;

• determine the class, number, nominal value and the minimum issue price of the shares issued by the

Company;

• take a decision regarding conversion of shares of one class into shares of another class. approve share

conversion procedure;

• take a decision 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;

• take a decision to replace private limited liability company share certificates by shares;

• approve the annual accounts and the report on company operations;

• take a decision on profit/loss appropriation;

• take a decision on the formation, use, reduction and liquidation of reserves;

• to approve the set of interim financial statements for the purpose of making a decision on the allocation

of dividends for a period shorter than the financial year;

• decide on the allocation of dividends for a period shorter than the financial year;

• take a decision on the issue of convertible debentures;

• take a decision on withdrawal for all the shareholders the pre-emption right to acquire the Company’s

shares or convertible debentures of the specific issue;

• take a decision to increase the authorised capital;

• take a decision to reduce the authorised capital. except the cases provided for by the Law on Companies

of the Republic of Lithuania;

• take a decision for the Company to purchase its own shares;

• take a decision to approve rules on giving stock options to employees and /or members of the bodies;

• take a decision on the reorganisation or split-off of the Company and approve the terms of

reorganisation or split-off, except the cases provided for in the Law on Companies of the Republic of

Lithuania;

• take a decision on transformation of the Company;

• take decisions on company restructuring in the cases provided for in the Law on Restructuring of

Enterprises;

• take a decision to liquidate the Company, cancel the liquidation of the Company, except the cases

provided by the Law on Companies of the Republic of Lithuania;

• elect and dismiss the liquidator of the Company, except the cases provided by the Law on Companies

of the Republic of Lithuania.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 105

The General Shareholders’ Meeting may also decide on other matters assigned within the scope of its powers

by the Articles of Association of the Company, unless these have been assigned under the Law on Companies

of the Republic of Lithuania within the scope of powers of other organs of the Company and provided that. in

their essence, these are not the functions of the governing bodies.

Convocation of the General Shareholders’ Meeting of Invalda INVL, AB

The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be

submitted to the General Shareholders Meeting and other information related to realization of shareholders

rights are available at the registered office of the Company during working hours or on company’s website

www.invaldainvl.com.

The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting

submitting draft resolution on every additional item of agenda or, when there is no need to make a decision -

explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of

all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered

mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the

Company or by sending proposal to the Company by email info@invaldainvl.com. The agenda is supplemented

if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft

resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting

at any time prior to the date of the General Shareholders meeting (in writing sending the proposal by registered

mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the

Company or by sending proposal to the Company by email info@invaldainvl.com) or in writing during the

General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of

all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General

Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting

in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or

delivered in person to the representative of the Company or by sending proposal to the Company by email

info@invaldainvl.com. The company reserves the right to answer to those shareholders of the Company who

can be identified and whose questions are not related to the company's confidential information or commercial

secrets.

Shareholder participating at the General Shareholders Meeting and having the right to vote must submit

documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to

participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney

issued by a natural person must be certified by a notary. The representative has the same rights as his

represented shareholder at the General Shareholders Meeting. The authorized persons must have documents

confirming their personal identity and power of attorney approved in the manner specified by law which must

be submitted to the Company no later than before the commencement of registration for the General

Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and

legalised in the manner established by law. The Company does not establish special form of power of attorney.

Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural

persons to participate and to vote on its behalf at the General Shareholders Meeting. No notarisation of such

authorization is required.

The power of attorney issued through electronic communication means must be confirmed by the shareholder

with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate

effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued

through the means of electronic communication by e-mail info@invaldainvl.com not later than on the last

business day before the General Shareholders Meeting. The power of attorney and notification must be issued

in writing and could be sent to the Company by communication means if the transmitted information is secured

and the shareholder's identity can be identified.

Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the

requirement to deliver a personal identity document does not apply. The form of general voting bulletin is

presented at the Company's webpage www.invaldainvl.com section For Investors.

If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by

registered mail or shall deliver it in person against signature no later than 10 days prior to the General

Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its

authorized representative. Document confirming the right to vote must be added to the general voting bulletin

if authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the

Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no

later than the day before of the General Shareholders Meeting.

1 (one) shareholders' meeting of Invalda INVL was held in 2024. On 30 April 2024, the shareholders of Invalda

INVL voted to approve the company's 2023 financial statements. This meeting also resolved on the exercise of

share options granted to employees of Invalda INVL and its group companies in 2021 and on the conclusion of

option agreements. The meeting also approved a dividend of EUR 0.10 per share.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 106

The decisions of this shareholders meeting can be found here https://www.invaldainvl.com/en/investor-

relations/shareholders-meetings/

13.2. THE BOARD

Powers of the Board

The Board shall continue in office for the 4-year period or until a new Board is elected and commences its

activities, but not longer than until the date of the Annual General Shareholders’ Meeting to be held during the

final year of the term of office of the Board. If individual members of the Board are elected. they shall serve

only until the expiry of the term of office of the current Board.

The Board or its members shall commence their activities after the close of the General Shareholders’ Meeting

which elected the Board or its members. Where the Articles of Association of the Company are amended due to

the increase in the number of its members, newly elected members of the Board may commence their activities

solely from the date of registration of the amended Articles of Association. The Board shall elect the chairman

of the Board from among its members.

The General Shareholders’ Meeting may dismiss from the office the entire Board or its individual members (as

well as the Chairman of the Board) before the expiry of their term of office. A member of the Board may resign

from his post before the expiry of his term of office, notifying the Board in writing at least 14 calendar days in

advance.

The Board shall have all authorities provided for in the Articles of Association of the Company as well as those

assigned to the Board by the laws. The activities of the Board shall be based on collegial consideration of issues

and decision-making as well as shared responsibility to the General Shareholders’ Meeting for the consequences

of the decisions made. Striving for as big benefit for the Company and shareholders as possible and in order to

ensure the integrity and transparency of the control system, the Board closely cooperates with the manager of

the Company. The working procedure of the Board shall be laid down in the rules of procedure of the Board

adopted by it.

The Board discusses and approves the issues set forth in the Law on Companies of the Republic of Lithuania.

The Board shall analyse and assess a set of Company's and consolidated annual financial statements and draft

of profit/loss appropriation and submit them to the General Shareholders’ Meeting together with the annual

management report.

The Board shall consider and approve the company's business strategy, analyse and evaluate information about

the company's business strategy, the following information is provided to the Annual General Meeting.

It shall be the duty of the Board to convene and organise the General Shareholders’ Meetings in due time.

The company's board performs all the following supervisory functions: makes decisions on transactions with

related parties, as stipulated in Article 37

of the Law on Companies; supervises the activities of the company's

manager, submits feedback and suggestions regarding the activities of the company's manager to the general

meeting of shareholders; considers whether the head of the company is suitable for the position, if the company

is operating at a loss; submits proposals to the company's manager to revoke his decisions that contradict laws,

other legal acts, the company's articles of association and decisions of the general meeting of shareholders or

the board; solves other issues assigned to the competence of the board in the decisions of the general meeting

of shareholders regarding the supervision of the activities of the company and the company's manager.

Members of the Board must keep commercial secrets of the Company and confidential information which they

obtained while holding the office of members of the Board.

Procedure of work of the Board

The order of the formation of the Board of the company should ensure objective. impartial and fair

representation of minority shareholders of the company: names and surnames of the candidates to become

members of the Board of the company. information about their education. qualification. professional

background. positions taken in supervisory and management Boards of other companies. owned block of shares

in other companies. larger than 1/20. potential conflicts of interest. information on whether the candidates are

applied to administrative sanctions or punishment for violations / crimes against the economy. business policy.

property. property rights and property interests. or do they have no obligations neither functions which would

threaten the safe and reliable operations of the company. or whether candidates meet the legal requirements

made for the Managers. are disclosed not later than 10 days prior the General Shareholders’ Meeting in which

the election of the Members of the Board is intended. so that the shareholders would have sufficient time to

make an informed voting decision.

Any Member of the Board of the company must confound company’s property with its own property and do not

use it or information which they received while holding position as the Members of the Board for personal benefit

or for the benefit of third party on other way than the General Shareholders Meeting and the Board allows it.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 107

Each Member of the Board actively participates in the Meetings of Board and devotes sufficient time and

attention to perform his duties as the Member of the Board. Regulation of the work of the Board of the company

settles the statements that if the Member of the Board attended the Meetings of the Board less than 2/3 times

in the financial year, such information must be disclosed to shareholders in the General Shareholders‘ Meeting.

There are no agreements of the company and the Members of the Board, or the employees’ agreements

providing for compensation in case of the resignation or in case they are dismissed without a due reason, or

their employment is terminated in view of the change of the control of the company.

Alvydas Banys, Indrė Mišeikytė and Tomas Bubinas (independent member) were elected to the Board of Invalda

INVL on 30 April 2022. The members of the Board elected by the General Meeting of Shareholders act separately

and for the benefit of the Company and its shareholders.

13.3. THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer (CEO) of the Company shall be elected and dismissed from office by the Board which

shall also fix his salary, approve his job description, provide incentives and impose penalties. An employment

contract shall be concluded with the CEO. The CEO shall assume office after the election, unless otherwise

provided for in the contract concluded with him. If the Board adopts a decision on his removal from office, the

employment contract therewith shall be terminated.

In his activities, the CEO shall be guided by laws and other legal acts, the Articles of Association of the Company,

decisions of the General Shareholders’ Meeting and the Board, his job description. The CEO is accountable to

the Board.

The CEO shall organise daily activities of the Company, hire and dismiss employees, conclude and terminate

employment contracts therewith, provide incentives and impose penalties.

The CEO shall act on behalf of the Company and shall be entitled to enter into transactions at his own discretion.

The CEO may conclude the transactions to invest, dispose of or lease the fixed assets for the book value which

exceeds 1/20 of the authorised capital of the Company (calculated individually for every type of transaction),

to pledge or mortgage the fixed assets for the book value which exceeds 1/20 of the authorised capital of the

Company (calculated for the total amount of transactions), to offer surety or guarantee for the discharge of

obligations of third parties for the amount which exceeds 1/20 of the authorised capital of the Company, to

acquire the fixed assets for the price which exceeds 1/20 of the authorised capital of the Company, provided

there is a decision of the Board to enter into these transactions.

The CEO shall be responsible for:

• the organisation of activities and the implementation of objects of the company;

• the drawing up of the annual financial statements and annual management report;

• drafting a decision on the issuance of dividends for a period shorter than the financial year, drawing up

an interim financial report and preparing an interim report for the adoption of a decision on the allocation

of dividends for a period shorter than the financial year. The interim report shall apply mutatis mutandis

the provisions of the Law on Company Financial Accountability for the preparation and publication of

the annual management report.

• Drafting rules on giving stock options;

• the conclusion of the contract with the firm of auditors where the audit is mandatory or required under

the Statutes of the company;

• the submission of information and documents to the General Meeting. the Supervisory Board and the

Board in cases laid down in this Law or at their request;

• the submission of documents and particulars of the company to the administrator of the Register of

Legal Persons;

• the submission of the documents of a public limited liability company to the Bank of Lithuania and the

Central Securities Depository;

• the publication of information referred to in this Law in the daily indicated in the Statutes;

• reporting to the shareholders and the board about the most important events that are relevant to the

company's activities;

• the submission of information to shareholders;

• the fulfilment of other duties laid down in this Law and other laws and legal acts as well as in the

Statutes and the staff regulations of the manager of the company.

The CEO must keep commercial secrets and confidential information of the Company which he learned while

holding this office.

14. Information about members of the Board, CEO and CFO of the Company

The Board of Invalda INVL, AB was elected during the General Shareholders’ Meeting on 30 April 2022. Alvydas

Banys was elected as the Chairman of the Board. Tomas Bubinas and Indrė Mišeikytė were elected as the

Members of the Board. Mr. Šulnis was appointed as the CEO of the company on 22 May 2013.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 108

Term of

office

Educational

background and

qualifications

Owned number of

shares in Invalda

INVL

Ongoing management positions

Alvydas Banys

Chairman of the Board

Since

2022

until

2026

Vilnius Gediminas

Technical

University. Faculty

of Civil Engineering.

Master in

Engineering and

Economics.

Junior Scientific co-

worker. Economics’

Institute of

Lithuania‘s Science

Academy.

Personally:

910,875 units of

shares, 7.41 %

of authorised

capital and

votes;

Together with

controlled

company LJB

Investments:

4,009,071 units

of shares. 32.6%

of authorized

capital and votes.

Total votes with

others whose

votes are counted

together -

85.17%.

LJB investments, UAB (code

300822575, A. Juozapavičiaus

g. 9A, Vilnius.) – CEO (the main

workplace)

INVL Asset Management, UAB

(code 126263073, Gynėjų g.

14, Vilnius, Lithuania) senior

advisor. Also, Investment

Committee member of funds

INVL Baltic Sea Growth Fund

and INVL Private Equity Fund

II, managed by INVL Asset

Management.

INVL Baltic Farmland, AB (code

303299781, Gynėjų g. 14,

Vilnius, Lithuania) – Chairman

of the Board

Litagra, UAB (code 304564478,

Savanorių pr. 173, Vilnius,

Lithuania) – Member of the

Board

LJB property, UAB (code

300822529; A. Juozapavičiaus

g. 9A, Vilnius.) CEO

Indrė Mišeikytė

Member of the Board

Since

2022

until

2026

Vilnius Gedimino

Technical

University. Faculty

of Architecture.

Master in

Architecture.

Personally:

236,867 units of

shares, 1.93% of

authorised capital

and votes.

Total votes with

others whose

votes are counted

together -

85.17%.

Invalda INVL, AB (code

121304349, Gynėjų g. 14,

Vilnius, Lithuania) – Adviser

(the main workplace)

INVL Baltic Farmland, AB (code

303299781, Gynėjų g. 14,

Vilnius, Lithuania) – Member of

the Board

Tomas Bubinas

Independent Member of

the Board

Since

2022

until

2026

Baltic Management

Institute (BMI),

Executive MBA

Association of

Chartered Certified

Accountants. ACCA.

Fellow Member

Lithuanian Sworn

Registered Auditor

Vilnius University,

Msc. in Economics

The main workplace is an

individual consulting activity.

INVL Baltic Farmland, AB (code

303299781, Gynėjų g. 14,

Vilnius, Lithuania) –

independent Member of the

Board.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 109

Educational

background and

qualifications

Owned number of

shares in Invalda

INVL

Ongoing management positions

Darius Šulnis –

the CEO of Invalda INVL

Duke University

(USA). Business

Administration.

Global Executive

MBA.

Vilnius University.

Faculty of

Economics. Master

in Accounting and

Audit.

Financial broker‘s

license (general)

No. A109.

Personally: 0 units of

shares, 0% of

authorised capital

and votes.

Together with

controlled company

Lucrum Investicija:

3,181,702 units of

shares, 25.87% of

authorised capital

and votes.

Total votes with

others whose votes

are counted together

- 85.17%.

Invalda INVL, AB (code

121304349, Gynėjų g. 14,

Vilnius, Lithuania) – the CEO

(the main workplace);

INVL Asset Management, UAB

(code 126263073, Gynėjų g.

14, Vilnius, Lithuania) –

Chairman of the Board. Also,

Investment Committee

member of funds INVL Baltic

Sea Growth Fund and INVL

Private Equity Fund II,

managed by INVL Asset

Management;

FERN Group UAB (code

306110392, Granito g. 3-101,

Vilnius, Lithuania) - Chairman

of the Supervisory Board;

Šiaulių Bankas AB (code

112025254, Tilžės g. 149,

Šiauliai, Lithuania) – Member of

the Supervisory Board;

Litagra, UAB (code 304564478,

Savanorių pr. 173, Vilnius,

Lithuania) – Board Member.

Raimondas Rajeckas

CFO

Vilnius University,

Faculty of Economics,

Master of Science in

Accounting and

Auditing

Personally: 91,821

units of shares,

0.75% of

authorised capital

and votes.

Invalda INVL, AB (code

121304349, Gynėjų g. 14,

Vilnius, Lithuania) CFO (the main

workplace).

Holds the position of director in

companies controlled by Invalda

INVL" (all are located at Gynėjų

g 14, Vilnius):

MD PARTNERS UAB (code

304842899),

Invalda INVL Investments, UAB

(code 303252237),

Cedus, UAB (code 302656796),

Cedus Invest, UAB (code

302576631),

Regenus, UAB (code

302575821),

Consult Invalda, UAB (code

302575814)

RPNG, UAB (code 302575892),

MGK invest, UAB (code

302531757),

MBGK, UAB (code 300083611),

Aktyvo, UAB (code 301206846),

Aktyvus valdymas, UAB (code

301673764),

INVL Life UAB (code

305859887),

Iniciatyvos fondas VšĮ (code

300657209).

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 110

15. Information about the Audit Committee of the company

The Audit Committee consists of 3 members, 2 of whom are independent. The members of the Audit Committee

are elected and dismissed by the General Shareholders’ Meeting of Invalda INVL, AB for a term not exceeding

4 years. The main functions of the Audit Committee should be the following:

• provide recommendations to the Board of the company with selection. appointment. reappointment and

removal of an external audit company as well as the terms and conditions of engagement with the audit

company;

• monitor the process of external audit;

• monitor how the external auditor and audit company follow the principles of independence and objectivity;

• observe the process of preparation of financial reports of the company;

• monitor the efficiency of the internal control and risk management systems of the company. Once a year

review the need of the internal audit function.

• monitor the implementation of the audit firm's recommendations and comments imposed by the Board and

the manager of the company.

The Member of the Audit Committee of the company may resign from his post before the expiry of term of office

notifying the Board of the company in writing at least 14 calendar days in advance. When the Board of the

Company receives the notice of resignation and estimates all circumstances related to it. the Board may pass

the decision either to convene the Extraordinary General Shareholders Meeting to elect the new member of the

Audit Committee or to postpone the question upon the election of the new member of the Audit Committee until

the nearest General Shareholders Meeting. In any case the new member is elected till the end of term of office

of the operating Audit Committee.

Procedure of work of the audit committee

The Audit Committee is a collegial body taking decisions during meetings. The Audit Committee may take

decisions and its meeting should be considered valid when both members of the Committee participate in it.

The decision should be passed when both members of the Audit Committee vote for it. The Member of the Audit

Committee may express his will – for or against the decision in question the draft of which he is familiar with –

by voting in advance in writing. Voting in writing should be considered equal to voting by telecommunication

end devices, provided text protection is ensured, and it is possible to identify the signature. The right of initiative

of convoking the meetings of the Audit Committee is held by both Members of the Audit Committee. The other

Member of the Audit Committee should be informed about the convoked meeting, questions that will be

discussed there and the suggested drafts of decisions not later than 3 (three) business days in advance in

writing (by e-mail or fax). The meetings of the Audit Committee should not be recorded and the taken decisions

should be signed by both Members of the committee. When both Audit Committee Members vote in writing, the

decision should be written down and signed by the secretary of the Audit Committee who should be appointed

by the Board of the Company. The decision should be written down and signed within 7 (seven) days from the

day of the meeting of the Audit Committee.

The Audit Committee should have the right to invite the Manager of the Company, Member(s) of the Board, the

chief financier and employees responsible for finance, accounting and treasury issues as well as external auditors

to its meetings. Members of the Audit Committee may receive remuneration for their work in the committee at

the maximum hourly rate approved by the General Shareholders’ Meeting.

In its activities, the company's audit committee follows the regulations of the audit committee approved by the

general meeting of shareholders on 30 April 2023. On 30 April 2023 the General Shareholders meeting elected

Audit Committee members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas for the 4 years term

of office.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 111

Term of office

Educational

background and

qualifications

Owned

shares in

Invalda

INVL

Work experience

Dangutė Pranckėnienė

Independent audit

committee member

2023 - 2027

Vilnius Gediminas

Technical University,

Master of Business

Administration.

Vilnius University,

Master of

Economics.

The International

Coach Union (ICU),

professional coucher

name.

Lithuanian Ministry

of Finance, the

auditor's name.

Since 1997 the Partner at

Moore Mackonis, UAB

1996 - 1997 Audit

Manager, Deloitte & Touche

1995 - 1996 Lecturer,

Vilnius Gediminas Technical

University

1982 - 1983 Lecturer,

Vilnius University

Term of office

Educational

background and

qualifications

Owned

shares in

Invalda

INVL

Work experience

Andrius Lenickas

Independent audit

committee member

2023 - 2027

Baltic Management

Institute (BMI),

Executive MBA

Association of

Chartered Certified

Accountants. ACCA.

Diploma

Lithuanian Sworn

Registered Auditor

Vilnius University,

Msc. in Economics

Since 2023, UAB Lea

finansai, founder and

director

2013 - 2022, UAB AL

holdingas, Chief Financial

Officer and Head of

Administration of the Group

2010 - 2013 - Chief

Executive Officer of UAB

Euroapotheca.

2007 – 2010 UAB Sanofi

Lietuva, Chief Financial

Officer for the Baltic States.

2002 – 2006 Chief Financial

Officer and Head of

Administration of Lawin

Law Firm (currently Ellex

Valiūnas).

1999 - 2001

PricewaterhouseCoopers

UK - senior auditor,

manager.

1996 - 1999 Coopers &

Lybrand - auditor, senior

auditor.

1993-1995 Balticbankas -

customer manager.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 112

Term of office

Educational

background and

qualifications

Owned

shares in

Invalda

INVL

Work experience

Tomas Bubinas

Audit committee

member

2023 - 2027

Baltic Management

Institute (BMI),

Executive MBA

Association of

Chartered Certified

Accountants. ACCA.

Fellow Member

Lithuanian Sworn

Registered Auditor

Vilnius University,

Msc. in Economics

2013 – 2022 Chief

Operating Officer of

Biotechpharma, UAB.

2010 – 2012 Senior

Director of TEVA

Biopharmaceuticals (USA).

2004-2010 – TEVA

Pharmaceuticals, Chief

Financial Officer for the

Baltic States.

2001-2004 – Sicor

Biotech, Chief Financial

Officer

1999 – 2001 Senior

Manager of

PricewaterhouseCoopers.

1994 – 1999 Senior

Auditor, Manager of

Coopers & Lybrand.

16. Information on the Nomination and Remuneration and Business

Development Committees

30 July 2024 the Management Board of Invalda INVL has established 2 new committees: nomination and

remuneration as well as business development. The composition of both committees is subject to approval by

the Management Board. The term of office of the members of the Committees coincides with the term of office

of the members of the Management Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is established to provide recommendations to the Management

Board of the company, to advise on Invalda INVL Group companies and/or to prepare and propose draft

decisions, as appropriate. The Nomination and Remuneration Committee assesses and makes recommendations

on the appointment and removal of the group's executives, the procedures for their selection and the applicable

requirements. It also considers the evaluation of employees, organisational changes, the incentive system and

the bonus and remuneration structure. The Committee held 3 meetings during the reporting period.

Position in the Committee

Position in Invalda INVL Group

Darius Šulnis

Chairman of the Committee

Chief Executive Officer of the Issuer and

Chairman of the Board of INVL Asset

Management, a group company

Vaida Norušaitė

Committee member

Group HR and Administration Manager

Raimondas Rajeckas

Committee member

Chief Financial Officer of the Issuer

Business Development Committee

The Business Development Committee evaluates and makes recommendations on business development, new

business lines, acquisitions, divestments and partnership transactions. It also analyses new markets and

services, contributes to strategy formulation, participates in the oversight of major projects and identifies

potential risks related to business development. The Committee held 1 meeting during the reporting period.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 113

Position in the Committee

Position in Invalda INVL Group

Darius Šulnis

Chairman of the Committee

Chief Executive Officer of the Issuer and

Chairman of the Board of INVL Asset

Management, a group company

Asta Jovaišienė

Committee member

Head and Board member of INVL Financial

Advisors, Board member of INVL Asset

Management

Vytautas Plunksnis

Committee member

Board member of INVL Asset Management,

Head of Private Equity

Andrej Cyba

Committee member

Board member of INVL Financial Advisors

Paulius Žurauskas

Committee member till

27/12/2024

17. Information on the amounts calculated by the Issuer, other assets transferred

and guarantees granted to the Members of the Board, the president and CFO

The company's manager and chief financier are paid a constant monthly salary. The company does not have an

approved policy on the payment of a variable part of the salary to the managers. During 2024, a total of EUR

174 thousand was accrued to the company's manager and chief financier (including accrued salary in other

companies of the company's group), an average of EUR 7.3 thousand per month.

The general meeting of shareholders held on 30 April 2022 elected the company's Board for a new term of office

and approved the procedure, that didn’t change until the release of this report, for remuneration for work on

the company's board. Contracts were concluded with the elected members of the board regarding the activity

of the board member and the remuneration for the work in the Board of Invalda INVL was set (all taxes and

fees applicable to the member of the Board, except for VAT (when the member of the Board becomes liable to

pay VAT), inclusive) : (i) the salary of 200 euros per hour is set for the independent board member, paid at

least once a quarter for the hours actually spent by the board member participating in the board meetings and

preparing for the meetings, according to the report of the board member. During 2024 an independent member

of the Board was paid EUR 11,400 (ii) a monthly fixed remuneration of EUR 1,500 was set for other members

of the board, a monthly fixed remuneration of EUR 2,000 for the member of the board working as the chairman

of the board.

There were no assets transferred, no guarantees granted, no bonuses paid and no special pay-outs made by

the company to its managers. The members of the board and CEO were not granted with bonuses by other

companies of Invalda INVL group.

During the year 2023, the total remuneration for the members of the Audit Committee of the company amounted

to EUR 2,700.

INFORMATION ABOUT CALCULATED REMUNERATION FOR INVALDA INVL, AB MANAGERS FOR 2024

Calculated remuneration.

thousand EUR

2024

2023

2022

For members of the Board (according to employment contracts

employees of the company and group companies and for working on the

Board of the company in accordance with the Agreements on the Activities

of the Board Member)

158

181

For each member of the Board (average per month)

For members of administration (the CEO and CFO)

174

155

144

For each member of administration (average per month)

7.3

6.5

6.0

Remuneration by the company and group companies (including non-consolidated companies)

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 114

V. OTHER INFORMATION

18. Agreements with intermediaries on public trading in securities

Invalda INVL, AB uses services of the following intermediaries:

• Šiaulių Bankas, AB (Tilzes str. 149, Siauliai, Lithuania; tel. +370 41 595 607). The agreement on

investment services, the agreement on management of securities accounting, the agreement on

payment of dividends, agreement regarding market making service.

• Luminor Bank AS Lithuanian Branch (Konstitucijos av. 21A, Vilnius, Lithuania; tel. +370 5 239 3444).

The agreement on financial instruments account management, implementation of orders and offering

recommendations.

• SEB Bankas, AB (Gedimino ave. 12, Vilnius, Lithuania; tel. +370 5 268 2370). The agreement on

management of securities account.

• UAB FMĮ INVL Financial Advisors (Gynėjų str. 14, Vilnius, Lithuania, tel. +370 5279 0601). Wealth

management services agreement.

19. Information on Issuer’s branches and representative offices

Invalda INVL, AB has no branches or representative offices.

20. Risk management

20.1. INFORMATION ABOUT THE PRINCIPAL RISKS AND THEIR MANAGEMENT

Macroeconomic risks

The activities of Invalda INVL Group are influenced by the global and specific economic environment of the

countries in which we operate and invest. Economic recessions and downturns may affect the companies and

assets in which we have invested, both directly and through collective investment undertakings, reducing their

value and adversely affecting our results. To minimise this risk, we manage a diversified investment portfolio

and actively monitor macroeconomic indicators and their dynamics.

Geopolitical risks

The activities of Invalda INVL Group are directly influenced by the global and specific geopolitical environment

of the countries in which businesses are developed, and investments are made. The war in Ukraine and the

potential risk of a military conflict in our region reduce the investment appeal of the region, which may adversely

affect the value and liquidity of assets under management and the attraction of investor capital. We mainly

operate in the Baltic region and to a lesser extent in Central and Eastern Europe, we assess the risks involved,

monitor other regions, and invest part of our clients' funds in other regions.

Regulatory risk

We have chosen a regulated asset management business model. INVL Asset Management and all the funds it

manages are regulated and supervised by the Bank of Lithuania. Our funds are established and managed in

compliance with the most stringent fund management requirements at the EU level, as set out in the Alternative

Investment Fund Managers Directives (AIFMD). Compliance with these requirements is directly supervised and

controlled by the Bank of Lithuania. This supervision and control enhance security for our investors, and we

accept the risk that an increase in the regulatory burden may raise our costs and adversely affect our

profitability.

The asset management business is also subject to capital adequacy requirements and, in the event of losses,

may require additional contributions to the capital of the asset management companies. We actively monitor

the dynamics of the asset management business and conduct stress tests.

Tax risk

The tax authorities have the right to examine the accounts of the Company and its consolidated subsidiaries in

Lithuania at any time during the current period and the 3 years preceding the reporting period, and in some

cases for 5 or 10 years preceding the reporting period, and to impose additional taxes and penalties. In the

opinion of the management of the Company, there are presently no circumstances that would result in a

significant tax liability for the Company and the Group in this respect.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 115

Payout and liquidity risk

By purchasing the Company's shares, the shareholders assume the risk of the liquidity of the securities - if the

demand for the shares decreases or if they are delisted, investors could face difficulties in disposing of them. If

the Company's financial situation worsens, the demand for the company's shares may decrease, and so may

the price.

Our investments may be illiquid - there is a risk that the planned transactions will not take place when the

management of the issuer wishes. When investing in portfolio companies, there is a possibility that the sale of

securities may take longer than planned or may not be as profitable as planned or even unprofitable due to a

lack of demand on acceptable terms or other market circumstances. Our investments in corporate shares and

collective investment undertakings involve risk, and in the worst case, it is possible to lose the entire amount

invested. To maximize the realisable value of investments, the management makes sales strategy decisions

relevant to the specific investment.

We have not approved a dividend payment policy and have not set a minimum dividend, so there is no guarantee

that funds will be paid to shareholders. Decisions to pay dividends will depend on the profitability of operations,

cash flows, investment plans the general financial situation, and other relevant circumstances.

Interest rate risk

Changes in interest rates can affect the cost of capital, profitability, and the ability to raise additional financing.

There is a risk that a rise in inflation will cause central banks to raise interest rates, making it more expensive

to service the loans associated with the Company's investments, which could reduce the value of the Company's

investments. We actively monitor and respond to the interest rate environment to minimise the potential

negative impact on managed investments.

Credit risk

There is a risk that buyers of products and services from direct portfolio companies or companies in which we

have invested through collective investment undertakings may fail to meet their obligations, which would

adversely affect profits. Failure to meet a significant portion of obligations on a timely basis may disrupt the

issuer's normal operations and require the issuer to seek additional sources of financing, which may not always

be available. The Issuer is also exposed to risk when holding funds in bank accounts or investing in short-term

financial instruments.

Risk of incorrect expectations and valuations

The profitability of Invalda INVL's investments may be significantly lower than the average profitability

historically achieved by the private equity industry, as past results are not indicative of future profitability.

Invalda INVL may not be able to realise the profit from investments in shares of companies or collective

investment undertakings. The companies and collective investment undertakings in which we invest may not

create value or may even destroy it, thus devaluing our investments.

The performance of the company and the group may fluctuate significantly and may not reflect future results.

The share price of Invalda INVL may fluctuate considerably. The price of the shares you purchase as an investor

may go up or down depending on many factors, some of which are beyond our control.

The market may value the shares of Invalda INVL below the fair value of the assets.

Cyber security risks

The Company may be subject to attempts by others to gain unauthorised access to the information systems of

the Company and/or its Group Companies, which may threaten the information security and system stability of

the Company and/or its Group Companies. The Company and/or its portfolio companies may not be successful

in detecting and protecting against such thefts and attacks. Theft, unauthorised access, or misuse of trade

secrets and other confidential business information resulting from such events could materially and adversely

affect the Company's business, results of operations or financial condition. We actively monitor and assess

vulnerabilities and allocate resources to develop appropriate protective processes and infrastructure.

Human resources risk

Invalda INVL and the asset management business it manages and other companies and collective investment

entities in which we invest are dependent on key managers – their loss could adversely affect the company's

operations, and we could lose business opportunities. We aim to provide people with opportunities to engage in

work that interests them, develop their skills, and witness the positive impact of their contributions. Additionally,

we offer competitive salaries and implement long-term motivational systems (including stock option

programmes) that link the interests of the company and its employees to long-term successful activities and

results. In our opinion, managing this risk involves maintaining all these factors.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 116

Risk of fraud

There exists a theoretical risk that one or more individuals may misappropriate assets from funds or portfolio

companies managed by the Company or the Group. The management of this risk is greatly assisted by the

oversight provided by the Bank of Lithuania and the safekeeping of the funds' assets by the bank, which acts

as the custodian responsible for controlling fund movements. We also have strict procedures for the application

of the ‘four-eyes’ principle, which ensures that not only the fund managers but also the staff of the management

company's accounting department, who operate independently of them, are always involved in the movement

of the funds. Additionally, Investment Committees are always involved in making and implementing decisions

related to fund asset management, and in higher risk situations, the Board of INVL Asset Management.

Risk of double loss

Invalda INVL Group invests in INVL-managed products together with fund participants. There exists a risk that

in the event of a decline in the assets of a fund managed by INVL, not only the management company will incur

losses or experience fee reductions, but also the Invalda INVL Group, which has invested directly in the fund,

will experience the same negative consequences as the other participants in the fund. However, by investing

directly in managed funds, we provide additional protection for investors, aligning the interests of the Invalda

INVL Group with those of fund investors.

Sustainability risks

There is a risk of an environmental, social or governance (ESG) event or situation occurring that could have a

material adverse effect on the value and reputation of an investment. When making investment decisions, we

assess sustainability risks and the associated value creation opportunities. In our asset management activities,

we follow a policy of responsible investment and integration of sustainability risks, and we provide information

on sustainability in the financial services sector.

20.2. THE MAIN INDICATIONS ABOUT INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS

RELATED TO THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The Audit Committee supervises preparation of the consolidated financial statements. systems of internal control

and financial risk management and how the company follows legal acts that regulate preparation of consolidated

financial statements.

Chief financial officer of the company is responsible for the preparation supervision and the final revision of the

consolidated financial statements. Moreover, he constantly reviews International Financial Reporting Standards

(IFRS) in order to implement in time IFRS changes, analyses company’s and group’s significant deals. ensures

collecting information from the group’s companies and timely and fair preparation of this information for the

financial statements. CFO of the company periodically informs the Board about the preparation process of

financial statements.

Standardized data collection files prepared by Excel program are used for preparation of consolidated numbers.

It also facilitates the automatic reconciliation and elimination of balances and transactions between subsidiaries

in the preparation of consolidated accounts. Internal control of the financial numbers of the Group’s entities and

of the Group financial statements is provided by CFO of the Company.

20.3. INFORMATION ON FINANCIAL RISK MANAGEMENT OBJECTIVES USED FOR HEDGING

MEASURES WHICH HEDGE ACCOUNTING

Information on financial risk management objectives used for hedging measures which hedge accounting and

of price risk, credit risk, liquidity risk and cash flow risk where the company group uses financial instruments

and is an important evaluation of the property, own capital, liabilities, revenue and expenses is disclosed in the

explanatory notes of the consolidated and Company’s financial statements.

21. Issuer’s and its group companies’ non – financial results. Information related to

social responsibility, environment and employees

21.1. RESPONSIBLE BUSINESS ACTIONS IN THE COMPANY

• Ethical business practice

The fundamental basis of ethical norms is the compliance with legal acts and all employees without any

exception respect laws and strictly adhere to them. Employees shall avoid situations that may potentially raise

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 117

any doubts concerning their abilities to act for the benefit of the company. or could lead to conflicts of interests.

Also employees of the company undertake not to disclose any confidential information and shall refrain from

insider trading in securities in their own name or on behalf of their members of family or other related persons.

• Information and transparency

The company shall make public all information about the objectives of the company and its activities, financial

results, members of its bodies of management and shareholders, related party transactions, the management

structure of the company. etc. To ensure that information reaches as many users as possible and provide timely

access to such information all this information is uploaded on the website of the company. Such information is

simultaneously disclosed to all persons. The company discloses the information that may potentially affect the

price of securities issued thereby in its commentaries. interview or other ways only after such information is

publicly announced through the information system of the stock exchange.

• Promotion of social initiative

Seeking to implement social initiative promotion programmes in 2007 Invalda INVL established a public

enterprise Iniciatyvos Fondas.

The activities of Iniciatyvos Fondas involve the organisation of different programmes designed to enhance

knowledge and awareness. The priorities defined for the activities of the foundation may differ from year to year

while maintaining its key principle, rather than supporting individual projects, initiate and implement larger-

scale integrated projects designed to encourage individual target groups to take independent initiatives and

actively contribute to the growth of the Lithuanian economy and the development of a responsible and

sustainable society.

Extraordinary times call for extraordinary solutions. It is very important for us that the war in Ukraine ends,

and a long-term order is formed, allowing people to live, work and create safely and freely. Therefore, we have

decided to temporarily suspend the development of new programs and direct our attention and funds to the

support of organizations doing significant work.

Iniciatyvos Fondas organised and implemented the following programs:

− designed to encourage its participants to independently address different social and environmental problems

in specific locations;

− designed to promote the feeling of responsibility among young people (schoolchildren) and city communities,

teach them to take care of nature and protect environment;

− collecting books from people and donating these book to various libraries;

− designed to promote physical activity of young people (a collective exercise “I’ll grow active 2011” has been

recognised as Lithuanian record).

− to encourage young people to read and desire to excel;

− to encourage positive thinking

More information is provided on the web page of Iniciatyvos fondas www.iniciatyvosfondas.lt

• Ensuring the enforcement of key labour principles and employee social wellbeing

Invalda INVL seeks to operate as a company in which the rights, needs and contribution to the operations of

the company of each employee are properly respected. In recruiting its employees, the company ensures that

no employee is discriminated on the basis of his gender, sexual orientation, race, nationality, language, origin,

citizenship or social status, marital or family status, age, beliefs or views, membership in political parties and

public organisations.

The working hours and standards of recreation, conditions for the compensation for work and privileges, safety

and health at work norms fully comply with the requirements stipulated in all relevant legislation.

• Impartial treatment of shareholders and shareholder rights

All shareholders of the company have equal rights to be informed of and participate in passing important

decisions related to the activities of the company. The procedures for convening and conducting General

Meetings of Shareholders comply with the provisions of the legislation and provide shareholders with equal

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 118

opportunities to participate in the meeting, to have early access to draft resolutions and materials necessary

for the adoption of resolutions, and to ask the members of the Management Board of Invalda INVL questions.

21.2. EMPLOYEES

Invalda INVL aims to be a company that respects the rights, needs and contribution of every employee. When

forming a team, Invalda INVL focuses on the creativity, professionalism, positive thinking, willingness and ability

to work efficiently, to improve, and to comply with high ethical standards.

The company does not have a collective agreement. The Company has a Nomination and Remuneration

Committee whose functions and composition are described in this report. Employment contracts in the company

are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. Employees

are hired and dismissed in accordance with the requirements of the Labour Code of the Republic of Lithuania.

There are no special rights and obligations for employees in the employment contracts. The Company's

remuneration is reviewed once a year, taking into account the employee's performance evaluation and the

performance of the year (at the beginning of each year, the employee's annual performance objectives are

formulated, which are taken into account in the evaluation of the performance of the year).

Average number of employees in 2024 was 8 (in 2023 it was 7), 6 of whom have the company as their first

employer. All company’s employees have higher university education.

Number of employees and average monthly salary when the company is the first employer

Measuring

units

2024

2023

2022

Total amount of employees as of the end of the

period

persons

- managers

persons

- specialists

persons

Average monthly salary (calculated for)

EUR

5,393

4,725

4,523

- managers

EUR

6,262

5,736

5,661

- specialists

EUR

4,525

3,715

3,259

Number of employees in Invalda INVL Group was 139 on 31 December 2024 (124 on 31 December 2023).

21.3. ENVIRONMENTAL PROTECTION AND ACTIONS ON CLIMATE CHANGE

Invalda INVL Group is integrating the consideration of sustainability risks related to value creation opportunities

into investments decisions. Group aims to incorporate a responsible investment approach and contribute broadly

to societal wellbeing and sustainable development through environmental, social, governance (ESG) integration,

active ownership, exclusions, and commitment to the Principles for Responsible Investment (PRI).

The group company INVL Asset Management has adopted the Policy of Responsible Investment and

Sustainability Risk Integration. The purpose of this Responsible Investment & Sustainability risk integration

policy is to define the approach companies to integrating the consideration of sustainability risks related to value

creation opportunities into investments decisions. Sustainability work embraces several perspectives and

methods which together create value for our beneficiaries, but also for society at large. Three methods are

applied: (i) integration - traditional fundamental analysis is complimented with ESG consideration; (ii)

engagement - we encourage stakeholder partnership and engagement opportunities that support ESG

management in its investment management activities; (iii) exclusion’s method (restricted sectors ) is designed

to avoid activities that may represent an unmanageable and unacceptable investment risk and activities consider

as harmful to society.

The Group manages various asset classes (e.g. equities, bonds, cash and cash equivalents, alternative

investments) through AIF funds and own investments. The integration of addressing sustainability risk and

principles for particular fund might depend on the type of assets, strategy, term of investment. INVL Asset

Management has officially submitted a Principal Adverse Impact Assessment (PAI), which is publicly available

on its website (www.invl.com). INVL Asset Management discloses sustainability-related information as set out

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 119

in Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on

sustainability-related disclosures in the financial services sector.

21.4. INFORMATION ON THE RESEARCH AND DEVELOPMENT ACTIVITIES OF THE ISSUER AND THE GROUP

Invalda INVL did not carry out any research and development projects in 2024.

21.5. THE FIGHT AGAINST CORRUPTION AND BRIBERY, BRIBERY OF FOREIGN OFFICIALS IN

INTERNATIONAL BUSINESS TRANSACTIONS

We adhere to the highest ethical standards in our operations and comply with all applicable laws, rules and

regulations aimed at preventing bribery and corruption. We expect appropriate behaviour from both employees

and partners. We must note that in our activities we did not come across cases of bribery of local or foreign

officials.

21.6. MAIN INTANGIBLE RESOURCES

Experience of executives and team. The company's management team have unique and complementary

experience in the financial sector, enabling them to successfully manage challenging situations and complex

transactions. Their long-standing experience enables them to anticipate market trends, make data-driven

decisions and successfully navigate through economic cycles. This experience has also enabled the building of

a motivated, high-performing team, as well as an extensive and valuable network of partners, investors and

experts that can help grow the business and strengthening market position of both the company and the group.

Funds managed by the group. The funds managed by the Invalda INVL group reflect the intellectual capital,

investment strategies and experience accumulated over more than 30 years of operation. The group's asset

management companies specialise in a wide range of asset classes such as private equity, real estate, forest

and agricultural land, renewable energy and private debt. In each asset class, our target is to be the best in

terms of investment performance. This diversified investment portfolio and professional team enables the Group

to create long-term value for investors and to have a positive economic impact on the areas and regions where

we operate.

Group company licences. Invalda INVL manages the licensed asset management companies INVL Asset

Management in Lithuania and Latvia and the financial brokerage company INVL Financial Advisors. Licences

provide financial institutions with legitimacy, increased client confidence due to regulatory oversight,

competitive advantage and broader business opportunities, enabling them to attract clients, partners and

investors, while ensuring strict regulation and compliance with international standards.

Listing of the company. Invalda INVL has been listed on the stock exchange since 1995.Listing increases the

company's transparency, credibility and accessibility to investors. Since the listing, the company's share price

has increased more than 300 times. Listing enables more efficient capital raising, increases the company's

liquidity and reflects one of our values - openness.

These intangible resources contribute to the company's value creation, strengthening its financial stability, long-

term growth and market competitiveness.

22. Memberships in associations

Invalda INVL together with its INVL Asset Management companies in Lithuania and Latvia, has joined the UN-

supported Principles for Responsible Investment (PRI) in the middle of 2017. The PRI, aims to assess the

investment implications of environmental, social and governance (ESG) factors. An economically efficient,

sustainable global financial system is considered a necessity for long-term value creation. Investors who support

the PRI voluntarily work to apply the principles in their investment activities.

Invalda INVL along with INVL Asset Management in Latvia is a full member of Invest Europe – the organisation

that unites Europe’s private equity and venture capital companies and investors.

Invalda INVL is also part of the Lithuanian Private Equity and Venture Capital Association, which brings

together the participants of Lithuania’s private equity and venture capital market. The organisation’s main goal

is, together with the competent Lithuanian institutions and partners, to take part in shaping and implementing

a common policy for the PE/VC industry.

Invalda INVL has joined the Investors' Association at the end of 2017. The main activities include the

following areas: organization of meetings with business leaders and events on the financial markets of the

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 120

members of the association, the minority investors' rights advocacy, development of centers of excellence,

providing the scientific findings based on the recommendations of the Government and Parliament, drawing

attention and warning about the opportunities and risks associated with investing.

Lithuanian Investment Managers Association (LIVA), one of whose founders is INVL Asset Management,

aims to contribute to the development of investment, fund improvements in the legal environment and investor

education.

INVL Asset Management is an associate member of The Association of Lithuanian Banks. This association

seeks to ensure a good environment for the banking sector and achieve direct dialogue with the public,

supervisory authorities and legislators.

As of 2023, INVL Asset Management has joined the Lithuanian Business Confederation, whose mission is

to represent modern and responsible business in order to create the best conditions for creating value in

Lithuania.

INVL Financial Advisors, operating under the brand INVL Family office, is a member of the Lithuanian

Association of Family Asset Managers, an association dedicated to empowering families to effectively

manage their assets and to supporting Lithuanian market participants that work with such families and their

asset management.

23. Information on harmful transactions in which the issuer is a party

There were no harmful transactions (those that are not in line with issuer‘s goals, not under usual market terms,

harmful to the shareholders‘ or stakeholders‘ interests. etc.) made in the name of the issuer that had or

potentially could have negative effects in the future on the issuer‘s activities or business results. There were

also no transactions where a conflict of interest was present between issuer‘s management‘s, controlling

shareholders‘ or other related parties‘ obligations to the issuer and their private interests.

24. Information on the related parties’ transactions

During the reporting period, the largest share of the company and a group of transactions with related parties

accounted for loans, computer services, rent and utility costs of purchases, land administration services and

asset management services (only group). The detailed information on the related parties’ transactions has been

disclosed in the consolidated and Company’s financial statements for 2024 explanatory notes.

25. Information about significant agreements to which the issuer is a party, which

would come into force, be amended or cease to be valid if there was a change in

issuer‘s controlling shareholder, and their impact

In 2024 there were no concluded significant agreements of the company which would come into force, be

amended or cease to be valid if there was a change in issuer‘s controlling shareholder.

26. Significant investments made during the reporting period and after the end of

the financial year

In February 2025, Invalda INVL entered into a Subscription Agreement to invest in INVL Private Equity Fund II.

Invalda INVL has committed to invest EUR 30.8 million in INVL Private Equity Fund II, a closed-end private

equity investment fund for informed investors, managed by INVL Asset Management UAB, a 100% controlled

company of Invalda INVL. Completing the first closing of INVL Private Equity Fund II EUR 305 million were

raised and its target of EUR 250 million was exceeded. More information about it Invalda INVL invests in INVL

Private Equity Fund II - Invalda INVL

Information on other investments is disclosed in notes to the consolidated and company’s financial statements

for 2024.

27. References to and additional explanations of the data presented in the financial

statements and consolidated financial statements

All data is presented in consolidated and company’s financial statements explanatory notes.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 121

28. Data on the publicly disclosed information

The information publicly disclosed by Invalda INVL, AB during 2024 is presented on the company’s website

www.invaldainvl.com

SUMMARY OF PUBLICLY DISCLOSED INFORMATION

Published

Headline

Message

Category

Language

16.01.2024

INVL Asset Management fund acquires 1,400 ha of forest

in Romania

Other information

En, Lt

18.01.2024

New INVL Asset Management fund will invest in funds

managed by Brookfield Asset Management, one of the

world's largest real estate management companies

Other information

En, Lt

23.01.2024

INVL Family Office will provide investment services in

Latvia

Other information

En, Lt

05.03.2024

New INVL Partner Global Real Estate Fund I raises USD

9.13 million from investors

Other information

En, Lt

22.03.2024

Invalda INVL Group sells part of Šiaulių bankas shares to

stay within 20% threshold

Other information

En, Lt

08.04.2024

Convocation of the ordinary general shareholders

meeting of Invalda INVL

General meeting of

shareholders

En, Lt

09.04.2024

Draft resolutions prepared by the Board for the

shareholders' meeting of Invalda INVL to be held on

30/04/2024

General meeting of

shareholders

En, Lt

09.04.2024

Audited results of Invalda INVL Group for 2023

Annual information

En, Lt

09.04.2024

The Board of Invalda INVL proposed to allocate dividends

for the year 2023

Notification on

material event

En, Lt

10.04.2024

The new private equity fund INVL Private Equity Fund II

is targeting EUR 250 million

Other information

En, Lt

29.04.2024

Head of INVL Family Office appointed to INVL Asset

Management's Board

Other information

En, Lt

30.04.2024

Resolutions of the shareholders' meeting of Invalda INVL

held on 30/04/2024

General meeting of

shareholders

En, Lt

30.04.2024

Ex-day of dividends allocated by the shareholders'

meeting of Invalda INVL held on 30/04/2024

Notification on

material event

En, Lt

24.05.2024

Invalda INVL plans offering of bonds this year

Notification on

material event

En, Lt

28.05.2024

Correction: Approved base prospectus of Invalda INVL for

a debt securities offering

Prospectus

28.05.2024

Invalda INVL entered employee stock option agreements

Other information

En, Lt

28.05.2024

Approved base prospectus of Invalda INVL for a debt

securities offering

Prospectus

En, Lt

29.05.2024

Invalda INVL dividend payment procedure for the year

2023

Other information

En, Lt

31.05.2024

Unaudited information of Invalda INVL group for 3

months of 2024

Interim information

En, Lt

31.05.2024

Invalda INVL group completes the third (final) tranche of

acquisition of Šiaulių bankas shares from the EBRD

Notification on

material event

En, Lt

31.05.2024

Invitation to a presentation to investors of a EUR 10

million public offering of Invalda INVL bonds

Other information

En, Lt

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 122

31.05.2024

Notice on Public Offering of Notes of AB Invalda INVL

Notification on

material event

En, Lt

04.06.2024

INVL Partner Global Real Estate Fund I raises additional

USD 3 million from investors

Other information

En, Lt

06.06.2024

The recording of the webinar of Invalda INVL

Other information

En, Lt

06.06.2024

Information to be presented by Invalda INVL at the

webinar

Other information

En, Lt

13.06.2024

Announcement about the outcome of distribution of

Invalda INVL notes

Notification on

material event

En, Lt

25.06.2024

A new wording of Articles of Association of Invalda INVL

has been registered. The issued shares were acquired by

the group's employees

Other information

En, Lt

25.06.2024

Information about shares issued by Invalda INVL and

votes granted

Total number of

voting rights and

capital

En, Lt

28.06.2024

Invalda INVL notes will be listed on the regulated market

Notification on

material event

En, Lt

05.07.2024

INVL Family Office expands its geographical reach - a

branch in Estonia will provide investment services

Other information

En, Lt

05.07.2024

The decision of the Management Board of Invalda INVL

on the purchase of own shares

Notification on

material event

En, Lt

05.08.2024

EBRD, together with Eiffel Investment Group, to provide

EUR 24.4 million funding to INVL Renewable Energy Fund

I for construction of solar power plant in Romania

Other information

En, Lt

29.08.2024

INVL Baltic Sea Growth Fund-backed FERN Group

launches EUR 8 million public bond offering

Other information

En, Lt

30.08.2024

Unaudited information of Invalda INVL group for 6

months of 2024

Half-Yearly

information

En, Lt

02.09.2024

Invalda INVL informs that the purchase of own shares is

starting

Other information

En, Lt

04.09.2024

INVL Asset Management launches new fund INVL Partner

Power Opportunities Fund

Other information

En, Lt

05.09.2024

Invalda INVL and its subsidiary INVL Life have concluded

securities purchase and sale agreements

Other information

En, Lt

06.09.2024

Invalda INVL will buy-back 0.43% shares

Acquisition or

disposal of the

issuer's own shares

En, Lt

10.09.2024

Information on the voting rights attached to the shares

issued by Invalda INVL as of 10 September 2024

Total number of

voting rights and

capital

En, Lt

12.09.2024

INVL Baltic Sea Growth Fund-backed FERN Group

completes EUR 8 million public bond offering

Other information

En, Lt

13.09.2024

Maib to buy back 3% of own shares, some shares sold by

investor consortium

Other information

En, Lt

18.09.2024

INVL BSGF Co-Invest Fund II established

Other information

En, Lt

11.11.2024

INVL Partner Power Opportunities Fund raises USD 24.71

million from investors

Other information

En, Lt

19.11.2024

INVL Sustainable Timberland and Farmland Fund II -

Capital Fund raises EUR 2.09 million

Other information

En, Lt

29.11.2024

Unaudited information of Invalda INVL group for 9

months of 2024

Interim information

En, Lt

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 123

03.12.2024

Invalda INVL investor's calendar for 2025

Other information

En, Lt

09.12.2024

INVL Partner Global Real Estate Fund I raises additional

USD 1.19 million

Other information

En, Lt

10.12.2024

INVL Baltic Sea Growth Fund signs agreement to acquire

the Pehart Group in Romania

Other information

En, Lt

13.12.2024

INVL Asset Management becomes INVL Bridge Finance's

management company after reorganization

Other information

En, Lt

In 2024, there were no published notifications of transactions concluded by persons employed in management

positions and persons closely associated with them.

29. Information on audit company

The company have not approved criteria for selection of the audit company. Usually the big-four audit companies

are attending the competition (Deloitte, KPMG, PricewaterhouseCoopers, Ernst and Young).

The Company's and the Consolidated Financial Statements were audited by the audit firm KPMG Baltics, UAB

(company code 111494971, registered address is Lvivo str. 101, Vilnius). It was elected by the shareholders at

the extraordinary general meeting of shareholders held on 22 February 2023 to audit the annual financial

statements of 2022, with the possibility of appointing this company to audit the 2023 and/or 2024 annual

statements. Audit and other services costs for 2024 and 2023 are disclosed notes to to the consolidated annual

financial statements for 2024.

Audit company

„KPMG Baltics”, UAB

Address of the registered office

Lvivo str. 101, Vilnius, Lithuania

Enterprise code

111494971

Telephone

+370 5210 2600

E-mail

vilnius@kpmg.lt

Website

www.kpmg.com/LT

No internal audit is performed in the company.

Darius Šulnis

CEO

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 124

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT

DETAILS

Company

Registration information

Type of activity

Contact details

ASSET MANAGEMENT BUSINESS

INVL Asset

Management, UAB

Code 126263073

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 21.07.2003

Management of

alternative

investments

Tel. +370 52790601

E-mail info@invl.com

www.invl.com

INVL Asset

Management, IPAS

(Latvia)

Code 40003605043

Address Elizabetes iela 10B,

Rīga, LV-1010, Latvia

Legal form – private limited

liability company

Registration date 02.10.2002

Pension funds

management

Tel. +371 67 092 988

E-mail LV@invl.com

www.invl.com/lat/lv

AS INVL Atklātais

pensiju fonds (Latvia)

Code 40003377918

Address Elizabetes iela 10B,

Rīga, LV-1010, Latvia

Legal form – limited liability

company

Registration date 04.02.1998

Pension funds

Tel. +371 67 092 988

E-mail LV@invl.com

www.invl.com/lat/lv

INVL Financial Advisors,

FMĮ UAB

Code 304049332

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 28.05.2015

Family office services

Tel. +370 52790601

E-mail

gerovesvaldymas@invl

.com

www.invl.com

INVL Farmland

Management

Code 303788352

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 26.02.2015

Administration of

agricultural land

E-mail

juste.gumovskiene@inv

l.com

INVL LUX GP1 S.a.r.l

Code B248090

Address 3, Rue Gabriel

Lippmann, L - 5365

Munsbach, Grand Duchy of

Luxembourg

Legal form – private limited

liability company

Registration 29.10.2020

General Partner of the

Luxembourg umbrella

fund; investment in

Luxembourg and

foreign companies.

OTHER INVESTMENTS

Cedus Invest, UAB

Code 302576631

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 20.12.2010

investments into

agriculture companies

Tel. +370 5 263 6129

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 125

MD Partners UAB

Code 304842899

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 14.05.2018

SPV for investment

into Moldova-

Agroindbank

Tel. +370 5 263 6129

Iniciatyvos Fondas, VsI

Code 300657209

Address Gynėjų str. 14.

Vilnius

Legal form – public

institution

Registration date 08.03.2007

organising of social

initiative programmes

Tel. +370 5 263 6129

info@iniciatyvosfonda

s.lt

www.iniciatyvosfonda

s.lt

Aktyvo, UAB

Code 301206846

Address Gynėjų str. 14,

Vilnius;

Legal form – private limited

liability company

Registration date 31.10.2007

carries no activity

Aktyvus Valdymas, UAB

Code 301673764

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 07.04.2008

carries no activity

IPPG UAB

Code 301673796

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 07.04.2008

carries no activity

MBGK, UAB

Code 300083611

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 27.01.2005

carries no activity

MGK Invest, UAB

Code 302531757

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 27.07.2010

carries no activity

Consult Invalda, UAB

Code 302575814

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 20.12.2010

carries no activity

RPNG, UAB

Code 302575892

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

carries no activity

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 126

Registration date 20.12.2010

Regenus, UAB

Code 302575821

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 20.12.2010

carries no activity

Cedus, UAB

Code 302656796

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 18.08.2011

carries no activity

Invalda INVL

Investments, UAB

Code 303252237

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 27.02.2014

carries no activity

INVL Life, UAB

Code 305859887

Address Gynėjų str. 14,

Vilnius

Legal form – private limited

liability company

Registration date 11.08.2021

carries no activity

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 127

APPENDIX 2. DISCLOSURE CONCERNING THE COMPLIANCE WITH THE

GOVERNANCE CODE

Invalda INVL, AB (hereinafter referred to as the “Company”), acting in compliance with Article 12 (3) of the Law

on Securities of the Republic of Lithuania and paragraph 24.5 of the Listing Rules of AB Nasdaq Vilnius, hereby

discloses how it complies with the Corporate Governance Code for the Companies listed on Nasdaq Vilnius as

well as its specific provisions or recommendations. In case of non-compliance with this Code or some of its

provisions or recommendations, the specific provisions or recommendations that are not complied with must be

indicated and the reasons for such non-compliance must be specified. In addition, other explanatory information

indicated in this form is provided.

1. Summary of the Corporate Governance Report:

Invalda INVL, AB has a General Meeting of Shareholders and a single-person managing body - the CEO of the

Company. The Company has a collegial management body - the Board. During the reporting period, the

Nomination and Remuneration and Business Development Committees started operating in the company.

The CEO is elected, recalled and dismissed, his salary is fixed, his job description is approved, he is promoted

and penalties are imposed by the Board of the Company. The Board of the Company is elected by the General

Meeting of Shareholders for the term of 4 years. The Board shall have all the powers provided for in the Articles

of Association of the Company as well as such powers as the Board may have by law. The activities of the Board

are based on collegial deliberation and decision making, as well as joint responsibility to the shareholders'

meeting for the consequences of the decisions made. In order to maximize the benefit for the company and its

shareholders, and to ensure the integrity and transparency of the company's financial accounting and control

system, the Board works closely with the Company's CEO.

The supervisory board is not formed in the Company. Nevertheless, the Company's Board and the CEO work

closely together to maximize benefits for the Company and all its shareholders.

The Company has an Audit Committee consisting of 3 members, 2 of them are independent members. The

members of the Audit Committee are elected and recalled by the General Meeting of Shareholders for the term

of four years.

In 2024 the Management Board of Invalda INVL has established 2 new committees: nomination and

remuneration as well as business development. The composition of both committees is subject to approval by

the Management Board. The term of office of the members of the Committees coincides with the term of office

of the members of the Management Board.

The new wording of the Company's Remuneration Policy was approved by the General Meeting of Shareholders

on 30 April 2024.

Although the form for filling in the Corporate Governance Code of Nasdaq Vilnius listed companies is based on

the “comply or explain” principle, the company, taking into account the recommendations of the Bank of

Lithuania, provides an explanation in the “Comment” section in all cases, even if it fully complies with the

principle.

2. Structured table for disclosure:

PRINCIPLES/ RECOMMENDATIONS

YES/NO/

NOT

APPLICABLE

COMMENTARY

Principle 1: General meeting of shareholders, equitable treatment of shareholders, and

shareholders’ rights

The corporate governance framework should ensure the equitable treatment of all shareholders. The

corporate governance framework should protect the rights of shareholders.

1.1. All shareholders should be provided with access to the

information and/or documents established in the legal

acts on equal terms. All shareholders should be furnished

YES

The Company discloses all

regulated information

through the Nasdaq Vilnius

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with equal opportunity to participate in the decision-

making process where significant corporate matters are

discussed.

news distribution platform.

Information is provided

simultaneously in both

Lithuanian and English. The

company publishes

information before or after

the Nasdaq Vilnius trading

session. The Company

periodically updates

information in Lithuanian

and English on its website.

As the company has not

issued preference or non-

voting shares, all

shareholders have equal

rights to participate in the

general meetings of

shareholders of the

company.

1.2. It is recommended that the company’s capital should

consist only of the shares that grant the same rights to

voting, ownership, dividend and other rights to all of their

holders.

YES

Since the company did not

issue any privileged or non-

voting shares, the shares

constituting the authorized

capital of the company

grant equal rights to all

shareholders of the

company.

1.3. It is recommended that investors should have access to

the information concerning the rights attached to the

shares of the new issue or those issued earlier in advance,

i.e. before they purchase shares.

YES

The company informs

about the rights granted by

the newly issued shares.

Information on the rights

granted by the already

issued shares of the

company is provided in the

Articles of Association of

the company, in the annual

report.

1.4.Exclusive transactions that are particularly important

to the company, such as transfer of all or almost all

assets of the company which in principle would mean

the transfer of the company, should be subject to

approval of the general meeting of shareholders.

YES/NO

The Articles of Association

of the company do not

contain a provision

specified in Article 34 (5) of

the Law on Companies, i.e.

decision-making on the

sale of fixed assets with a

book value higher than

1/20 of the authorized

capital is not referred to the

shareholders' meeting.

However, the company's

board is of the opinion and

practice that all highly

significant and exceptional

strategic transactions must

be made only with the

approval of the

shareholders' meeting.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 129

1.5.Procedures for convening and conducting a general

meeting of shareholders should provide shareholders

with equal opportunities to participate in the general

meeting of shareholders and should not prejudice the

rights and interests of shareholders. The chosen venue,

date and time of the general meeting of shareholders

should not prevent active participation of shareholders

at the general meeting. In the notice of the general

meeting of shareholders being convened, the company

should specify the last day on which the proposed draft

decisions should be submitted at the latest.

YES

Shareholders shall be

informed about the

convened general meeting

in accordance with the

notice deadlines, methods

of publication and means

established by legal acts.

The possibility to

participate in the meeting

is additionally implemented

by providing an opportunity

to vote by filling in a ballot

paper or authorizing

another person to

represent the shareholder.

The General Meeting of

Shareholders is held at the

address of the Company's

registered office. The

Company does not restrict

the right of shareholders to

submit new draft

resolutions both before and

during the meeting and this

is clearly stated in the

notice of the convened

general meeting of

shareholders in Lithuanian

and English.

1.6.With a view to ensure the right of shareholders living

abroad to access the information, it is recommended,

where possible, that documents prepared for the

general meeting of shareholders in advance should be

announced publicly not only in Lithuanian language but

also in English and/or other foreign languages in

advance. It is recommended that the minutes of the

general meeting of shareholders after the signing

thereof and/or adopted decisions should be made

available publicly not only in Lithuanian language but

also in English and/or other foreign languages. It is

recommended that this information should be placed on

the website of the company. Such documents may be

published to the extent that their public disclosure is not

detrimental to the company or the company’s

commercial secrets are not revealed.

YES

All documents and

information relevant to the

company's general

meetings of shareholders,

including the notice of the

convened meeting, draft

resolutions of the meeting

are public and

simultaneously published in

Lithuanian and English

through the Nasdaq Vilnius

news distribution system

and additionally published

on the company's website.

At the end of the

shareholders' meeting, the

company announces the

adopted resolutions in the

same manner as for the

convening of the meeting.

1.7.Shareholders who are entitled to vote should be

furnished with the opportunity to vote at the general

meeting of shareholders both in person and in absentia.

Shareholders should not be prevented from voting in

writing in advance by completing the general voting

ballot.

YES

The shareholders of the

company may exercise the

right to participate in the

shareholders' meeting both

in person and through a

representative, if the

person has a proper power

of attorney or a contract for

the transfer of voting rights

concluded with him in

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 130

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management

positions.

accordance with the

procedure established by

legal acts. The company

also enables shareholders

to vote by filling in the

general voting ballot, which

is published together with

all information about the

convened meeting.

1.8.With a view to increasing the shareholders’

opportunities to participate effectively at general

meetings of shareholders, it is recommended that

companies should apply modern technologies on a

wider scale and thus provide shareholders with the

conditions to participate and vote in general meetings

of shareholders via electronic means of communication.

In such cases the security of transmitted information

must be ensured and it must be possible to identify the

participating and voting person.

YES

In accordance with the

provisions of legal acts, the

Company must enable

shareholders to participate

in the General Meeting of

Shareholders and vote by

means of electronic

communication, as well as

submit a voting instruction

when it is required by

shareholders whose shares

hold at least 1/10 of all

votes.

1.9.It is recommended that the notice on the draft

decisions of the general meeting of shareholders being

convened should specify new candidatures of members

of the collegial body, their proposed remuneration and

the proposed audit company if these issues are included

into the agenda of the general meeting of shareholders.

Where it is proposed to elect a new member of the

collegial body, it is recommended that the information

about his/her educational background, work experience

and other managerial positions held (or proposed)

should be provided.

YES

At least 10 days prior to the

general meeting of

shareholders at which the

members (member) of the

Board are to be elected, the

shareholders shall be

disclosed about the

candidates for the

members of the Board.

The elected members of the

Board shall inform the

Chairman of the Board

about the changed data.

The information is disclosed

in the company's annual

reports.

Data on the current

members of the company's

board, their education,

qualifications, professional

experience, participation in

the activities of other

companies are also

disclosed on the company's

website.

1.10.Members of the company’s collegial management

body, heads of the administration

or other competent

persons related to the company who can provide

information related to the agenda of the general

meeting of shareholders should take part in the general

meeting of shareholders. Proposed candidates to

member of the collegial body should also participate in

the general meeting of shareholders in case the election

YES

Recently, all interested

shareholders voted in

advance by submitting

completed ballot papers

and meetings were not held

live. However, the head of

the company and the chief

financier are ready to

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 131

For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria

of unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania.

of new members is included into the agenda of the

general meeting of shareholders.

attend the shareholders'

meeting.

The proposed candidates

for the members of the

collegial body participate in

the meeting if possible.

Principle 2: Supervisory board

2.1. Functions and liability of the supervisory board

The supervisory board of the company should ensure representation of the interests of the company and

its shareholders, accountability of this body to the shareholders and objective monitoring of the

company’s operations and its management bodies as well as constantly provide recommendations to the

management bodies of the company.

The supervisory board should ensure the integrity and transparency of the company’s financial

accounting and control system.

2.1.1. Members of the supervisory board should act in good

faith, with care and responsibility for the benefit and in the

interests of the company and its shareholders and

represent their interests, having regard to the interests of

employees and public welfare.

NOT

APPLICABLE

Due to its size, it is not

expedient to form the

Supervisory Board.

Considering that only

collegial management body

- the Board is formed in the

Company. It performs all

essential management

functions and ensures

accountability and control

of CEO of the Company.

2.1.2. Where decisions of the supervisory board may have

a different effect on the interests of the company’s

shareholders, the supervisory board should treat all

shareholders impartially and fairly. It should ensure that

shareholders are properly informed about the company’s

strategy, risk management and control, and resolution of

conflicts of interest.

2.1.3. The supervisory board should be impartial in passing

decisions that are significant for the company’s operations

and strategy. Members of the supervisory board should act

and pass decisions without an external influence from the

persons who elected them.

2.1.4. Members of the supervisory board should clearly

voice their objections in case they believe that a decision

of the supervisory board is against the interests of the

company. Independent

members of the supervisory board

should: a) maintain independence of their analysis and

decision-making; b) not seek or accept any unjustified

privileges that might compromise their independence.

2.1.5. The supervisory board should oversee that the

company’s tax planning strategies are designed and

implemented in accordance with the legal acts in order to

avoid faulty practice that is not related to the long-term

interests of the company and its shareholders, which may

give rise to reputational, legal or other risks.

2.1.6. The company should ensure that the supervisory

board is provided with sufficient resources (including

financial ones) to discharge their duties, including the right

to obtain all the necessary information or to seek

independent professional advice from external legal,

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 132

accounting or other experts on matters pertaining to the

competence of the supervisory board and its committees.

2.2. Formation of the supervisory board

The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of

interest and effective and fair corporate governance.

2.2.1.The members of the supervisory board elected by the

general meeting of shareholders should collectively

ensure the diversity of qualifications, professional

experience and competences and seek for gender

equality. With a view to maintain a proper balance

between the qualifications of the members of the

supervisory board, it should be ensured that members of

the supervisory board, as a whole, should have diverse

knowledge, opinions and experience to duly perform their

tasks.

NOT

APPLICABLE

Due to its size, it is not

expedient to form the

Supervisory Board.

Considering that only

collegial management body

- the Board is formed in the

Company. It performs all

essential management

functions and ensures

accountability and control

of CEO of the Company.

2.2.2.Members of the supervisory board should be

appointed for a specific term, subject to individual re-

election for a new term in office in order to ensure

necessary development of professional experience.

2.2.3.Chair of the supervisory board should be a person

whose current or past positions constituted no obstacle

to carry out impartial activities. A former manager or

management board member of the company should not

be immediately appointed as chair of the supervisory

board either. Where the company decides to depart

from these recommendations, it should provide

information on the measures taken to ensure

impartiality of the supervision.

2.2.4.Each member should devote sufficient time and

attention to perform his duties as a member of the

supervisory board. Each member of the supervisory

board should undertake to limit his other professional

obligations (particularly the managing positions in other

companies) so that they would not interfere with the

proper performance of the duties of a member of the

supervisory board. Should a member of the supervisory

board attend less than a half of the meetings of the

supervisory board throughout the financial year of the

company, the shareholders of the company should be

notified thereof.

2.2.5.When it is proposed to appoint a member of the

supervisory board, it should be announced which

members of the supervisory board are deemed to be

independent. The supervisory board may decide that,

despite the fact that a particular member meets all the

criteria of independence, he/she cannot be considered

independent due to special personal or company-related

circumstances.

2.2.6.The amount of remuneration to members of the

supervisory board for their activity and participation in

meetings of the supervisory board should be approved

by the general meeting of shareholders.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 133

Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-

bribery/44884389.pdf

2.2.7.Every year the supervisory board should carry out an

assessment of its activities. It should include evaluation

of the structure of the supervisory board, its work

organization and ability to act as a group, evaluation of

the competence and work efficiency of each member of

the supervisory board, and evaluation whether the

supervisory board has achieved its objectives. The

supervisory board should, at least once a year, make

public respective information about its internal structure

and working procedures.

Principle 3: Management Board

3.1. Functions and liability of the management board

The management board should ensure the implementation of the company’s strategy and good corporate

governance with due regard to the interests of its shareholders, employees and other interest groups.

3.1.1. The management board should ensure the

implementation of the company’s strategy approved by the

supervisory board if the latter has been formed at the

company. In such cases where the supervisory board is not

formed, the management board is also responsible for the

approval of the company’s strategy.

YES/NO

The strategy of the

company has not been

approved by the Board, but

the Board has set the

company's business

objectives, which are

disclosed in the annual and

semi-annual management

reports, reports on

significant events.

3.1.2. As a collegial management body of the company, the

management board performs the functions assigned to it

by the Law and in the articles of association of the

company, and in such cases where the supervisory board

is not formed in the company, it performs inter alia the

supervisory functions established in the Law. By

performing the functions assigned to it, the management

board should take into account the needs of the company’s

shareholders, employees and other interest groups by

respectively striving to achieve sustainable business

development.

YES/NO

The Board's functions are

discussed in the

Consolidated Annual

Management Report 13.2.

section.

3.1.3. The management board should ensure compliance

with the laws and the internal policy of the company

applicable to the company or a group of companies to

which this company belongs. It should also establish the

respective risk management and control measures aimed

at ensuring regular and direct liability of managers.

YES

The Board ensures that the

company complies with the

laws and the provisions of

the company's internal

policy, and in accordance

with the established

internal management and

control measures, also

ensures the accountability

of the manager.

3.1.4. Moreover, the management board should ensure

that the measures included into the OECD Good Practice

Guidance

on Internal Controls, Ethics and Compliance are

applied at the company in order to ensure adherence to the

applicable laws, rules and standards.

YES/NO

The Board ensures

compliance with applicable

laws, rules and standards,

however, the company

does not have written

procedures for internal

control or compliance.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 134

3.1.5. When appointing the manager of the company, the

management board should take into account the

appropriate balance between the candidate’s qualifications,

experience and competence.

YES

When appointing the head

of the Company, the Board

shall take into account the

appropriate qualification,

experience and

competence of the

candidate.

3.2. Formation of the management board

3.2.1.The members of the management board elected by

the supervisory board or, if the supervisory board is not

formed, by the general meeting of shareholders should

collectively ensure the required diversity of qualifications,

professional experience and competences and seek for

gender equality. With a view to maintain a proper balance

in terms of the current qualifications possessed by the

members of the management board, it should be ensured

that the members of the management board would have,

as a whole, diverse knowledge, opinions and experience to

duly perform their tasks.

YES

The members of the Board

of the Company have the

necessary diverse

knowledge, opinions and

experience to perform their

tasks properly.

3.2.2.Names and surnames of the candidates to become

members of the management board, information on their

educational background, qualifications, professional

experience, current positions, other important professional

obligations and potential conflicts of interest should be

disclosed without violating the requirements of the legal

acts regulating the handling of personal data at the

meeting of the supervisory board in which the

management board or individual members of the

management board are elected. In the event that the

supervisory board is not formed, the information specified

in this paragraph should be submitted to the general

meeting of shareholders. The management board should,

on yearly basis, collect data provided in this paragraph on

its members and disclose it in the company’s annual report.

YES

All information shall be

provided in accordance

with the requirements set

out in this point. Details of

the members of the Board

are provided on section 14

of this Annual Management

Report.

3.2.3.All new members of the management board should

be familiarized with their duties and the structure and

operations of the company.

YES

After the election, all

members of the Board are

acquainted with the duties,

structure and activities of

the company.

3.2.4.Members of the management board should be

appointed for a specific term, subject to individual re-

election for a new term in office in order to ensure

necessary development of professional experience and

sufficiently frequent reconfirmation of their status.

YES

According to the company's

Articles of Association, the

members of the Board are

elected for four years,

without limiting the number

of their terms. The

company's Articles of

Association provide for the

possibility to re-elect the

Board or an individual

member of the Board.

3.2.5.Chair of the management board should be a person

whose current or past positions constitute no obstacle to

carry out impartial activity. Where the supervisory board is

not formed, the former manager of the company should

not be immediately appointed as chair of the management

board. When a company decides to depart from these

recommendations, it should furnish information on the

YES

The chairman of the board

is a person who has never

been the head of the

company and acts

impartially.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 135

For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons

defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.

measures it has taken to ensure the impartiality of

supervision.

3.2.6. Each member the management board should give

sufficient time and attention to perform the duties of a

member of the Board. If a member of the management

Board participated in less than half of the board meetings

during the financial year of the Company, the Company's

Supervisory Board should be informed if the Supervisory

Board is not formed in the Company - the General

Shareholder Meeting.

YES

The members of the Board

of the company devote

sufficient time and

attention to their duties.

Board members actively

participated in all meetings.

3.2.7. In the event that the management board is elected

in the cases established by the Law where the supervisory

board is not formed at the company, and some of its

members will be independent

, it should be announced

which members of the management board are deemed as

independent. The management board may decide that,

despite the fact that a particular member meets all the

criteria of independence established by the Law, he/she

cannot be considered independent due to special personal

or company-related circumstances.

YES

Tomas Bubinas was elected

as an independent member

of the board at the

company's shareholders'

meeting held on 30 April

2022.

3.2.8. The general meeting of shareholders of the company

should approve the amount of remuneration to the

members of the management board for their activity and

participation in the meetings of the management board.

YES

At the company's

shareholders' meeting held

on 30 April 2022, the

amounts of remuneration

for work on the board were

approved

3.2.9.The members of the management board should act

in good faith, with care and responsibility for the benefit

and the interests of the company and its shareholders with

due regard to other stakeholders. When adopting

decisions, they should not act in their personal interest;

they should be subject to no-compete agreements and

they should not use the business information or

opportunities related to the company’s operations in

violation of the company’s interests.

YES

The members of the Board

act in good faith towards

the company, follow the

interests of the company

and not their own or third

parties, the principles of

honesty, reasonableness,

respect for confidentiality,

sense of responsibility,

thereby trying to maintain

their independence in

decision-making.

3.2.10. Every year the management board should carry out

an assessment of its activities. It should include evaluation

of the structure of the management board, its work

organization and ability to act as a group, evaluation of the

competence and work efficiency of each member of the

management board, and evaluation whether the

management board has achieved its objectives. The

management board should, at least once a year, make

public respective information about its internal structure

and working procedures in observance of the legal acts

regulating the processing of personal data.

YES

Once a year, the Board

evaluates its activities.

The structure of the Board

is published by the

company in annual reports

and on the website.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 136

Principle 4: Rules of procedure of the supervisory board and the management board of the

company

The rules of procedure of the supervisory board, if it is formed at the company, and of the management

board should ensure efficient operation and decision-making of these bodies and promote active

cooperation between the company’s management bodies.

4.1. The management board and the supervisory board, if

the latter is formed at the company, should act in close

cooperation in order to attain benefit for the company and

its shareholders. Good corporate governance requires an

open discussion between the management board and the

supervisory board. The management board should

regularly and, where necessary, immediately inform the

supervisory board about any matters significant for the

company that are related to planning, business

development, risk management and control, and

compliance with the obligations at the company. The

management board should inform he supervisory board

about any derogations in its business development from

the previously formulated plans and objectives by

specifying the reasons for this.

YES/NO

The Supervisory Board is

not formed. Nevertheless,

the Board and the CEO acts

in close cooperation

seeking to obtain the

maximum benefit for the

Company and its

shareholders.

4.2. It is recommended that meetings of the company’s

collegial bodies should be held at the respective intervals,

according to the pre-approved schedule. Each company is

free to decide how often meetings of the collegial bodies

should be convened but it is recommended that these

meetings should be convened at such intervals that

uninterruptable resolution of essential corporate

governance issues would be ensured. Meetings of the

company’s collegial bodies should be convened at least

once per quarter.

YES

Board meetings are held at

least once a month

according to the pre-

approved schedule.

4.3. Members of a collegial body should be notified of the

meeting being convened in advance so that they would

have sufficient time for proper preparation for the issues to

be considered at the meeting and a fruitful discussion could

be held and appropriate decisions could be adopted. Along

with the notice of the meeting being convened all materials

relevant to the issues on the agenda of the meeting should

be submitted to the members of the collegial body. The

agenda of the meeting should not be changed or

supplemented during the meeting, unless all members of

the collegial body present at the meeting agree with such

change or supplement to the agenda, or certain issues that

are important to the company require immediate

resolution.

YES

Board meetings schedule is

pre-approved. The material

is submitted at least one

working day before the

meeting of the Board so

that the members can

prepare properly.

4.4. In order to coordinate the activities of the company’s

collegial bodies and ensure effective decision-making

process, the chairs of the company’s collegial supervision

and management bodies should mutually agree on the

dates and agendas of the meetings and close cooperate in

resolving other matters related to corporate governance.

Meetings of the company’s supervisory board should be

open to members of the management board, particularly

in such cases where issues concerning the removal of the

management board members, their responsibility or

remuneration are discussed.

The company cannot

implement this

recommendation as it only

has a board.

Principle 5: Nomination, remuneration and audit committees

5.1. Purpose and formation of committees

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 137

The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of

the Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability companies whose securities are

traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are under the obligation to set up an audit committee

(the legal acts provide for the exemptions where the functions of the audit committee may be carried out by the collegial body performing the

supervisory functions).

The committees formed at the company should increase the work efficiency of the supervisory board or,

where the supervisory board is not formed, of the management board which performs the supervisory

functions by ensuring that decisions are based on due consideration and help organise its work in such

a way that the decisions it takes would be free of material conflicts of interest.

Committees should exercise independent judgment and integrity when performing their functions and

provide the collegial body with recommendations concerning the decisions of the collegial body. However,

the final decision should be adopted by the collegial body.

5.1.1. Taking due account of the company-related

circumstances and the chosen corporate governance

structure, the supervisory board of the company or, in

cases where the supervisory board is not formed, the

management board which performs the supervisory

functions, establishes committees. It is recommended that

the collegial body should form the nomination,

remuneration and audit committees

YES

The Company has an Audit

Committee whose

members are elected by

the General Meeting of

Shareholders. During the

reporting period, the

Management Board of the

Company formed 2 new

committees: Nomination

and Remuneration and

Business Development.

5.1.2. Companies may decide to set up less than three

committees. In such case companies should explain in

detail why they have chosen the alternative approach, and

how the chosen approach corresponds with the objectives

set for the three different committees.

NOT

APPLICABLE

The company has three

committees.

5.1.3. In the cases established by the legal acts the

functions assigned to the committees formed at companies

may be performed by the collegial body itself. In such case

the provisions of this Code pertaining to the committees

(particularly those related to their role, operation and

transparency) should apply, where relevant, to the collegial

body as a whole.

NOT

APPLICABLE

The company has three

committees.

5.1.4. Committees established by the collegial body should

normally be composed of at least three members. Subject

to the requirements of the legal acts, committees could be

comprised only of two members as well. Members of each

committee should be selected on the basis of their

competences by giving priority to independent members of

the collegial body. The chair of the management board

should not serve as the chair of committees.

YES

The Audit and Nomination

and Remuneration

Committees are composed

of 3 members each, and

the Business Development

Committee of 5 members,

selected on the basis of

their expertise and

experience. The Chairman

of the Management Board

is not a member of the

committees.

5.1.5. The authority of each committee formed should be

determined by the collegial body itself. Committees should

perform their duties according to the authority delegated

to them and regularly inform the collegial body about their

activities and performance on a regular basis. The authority

of each committee defining its role and specifying its rights

and duties should be made public at least once a year (as

part of the information disclosed by the company on its

governance structure and practice on an annual basis). In

compliance with the legal acts regulating the processing of

YES

The Audit Committee

operates in accordance

with the Audit Committee's

rules approved by the

Shareholders' Meeting. The

Nomination and

Remuneration and

Business Development

Committees operate on the

basis of the regulations

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 138

5.2. Nomination committee

5.2.1. The key functions of the nomination committee should be

the following:

1) to select candidates to fill vacancies in the membership of

supervisory and management bodies and the administration

and recommend the collegial body to approve them. The

nomination committee should evaluate the balance of skills,

knowledge and experience in the management body, prepare a

description of the functions and capabilities required to assume

a particular position and assess the time commitment expected;

2) assess, on a regular basis, the structure, size and

composition of the supervisory and management bodies as well

as the skills, knowledge and activity of its members, and

provide the collegial body with recommendations on how the

required changes should be sought;

3) devote the attention necessary to ensure succession

planning.

YES

The main functions of the

Nomination and

Remuneration Committee

are set out in the

Committee's regulations.

They are consistent with

those set out in this

recommendation.

5.2.2. When dealing with issues related to members of the

collegial body who have employment relationships with the

company and the heads of the administration, the manager of

the company should be consulted by granting him/her the right

to submit proposals to the Nomination Committee.

YES

The CEO of the company

is the chairman of the

committee, so the

members of the

committee and the CEO

consult each other on the

issues identified in the

recommendation.

5.3. Remuneration committee

The main functions of the remuneration committee should be

as follows:

1) submit to the collegial body proposals on the remuneration

policy applied to members of the supervisory and management

bodies and the heads of the administration for approval. Such

policy should include all forms of remuneration, including the

fixed-rate remuneration, performance-based remuneration,

financial incentive schemes, pension arrangements and

termination payments as well as conditions which would allow

YES

The main functions of the

Nomination and

Remuneration Committee

are set out in the

committee's rules. They

are consistent with those

set out in this

recommendation.

personal data, companies should also include in their

annual reports the statements of the existing committees

on their composition, the number of meetings and

attendance over the year as well as the main directions of

their activities and performance.

approved by the

Management Board. The

scope and composition of

the committees are

described in the company's

annual management

reports.

5.1.6. With a view to ensure the independence and

impartiality of the committees, the members of the

collegial body who are not members of the committees

should normally have a right to participate in the meetings

of the committee only if invited by the committee. A

committee may invite or request that certain employees of

the company or experts would participate in the meeting.

Chair of each committee should have the possibility to

maintain direct communication with the shareholders.

Cases where such practice is to be applied should be

specified in the rules regulating the activities of the

committee.

YES

Members of the

Management Board of the

Company are not members

of committees. Members of

the Board may attend

committee meetings or

have access to decisions

taken by the committees.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 139

the company to recover the amounts or suspend the payments

by specifying the circumstances under which it would be

expedient to do so;

2) submit to the collegial body proposals regarding individual

remuneration for members of the collegial bodies and the heads

of the administration in order to ensure that they would be

consistent with the company’s remuneration policy and the

evaluation of the performance of the persons concerned;

3) review, on a regular basis, the remuneration policy and its

implementation.

5.4.Audit committee

5.4.1.The key functions of the audit committee are defined in

the legal acts regulating the activities of the audit committee

YES

In its activities, the Audit

Committee of the

company follows the legal

acts regulating the

activities of the Audit

Committee, as well as the

regulations of the Audit

Committee approved by

the General Meeting of

Shareholders of the

company.

5.4.2.All members of the committee should be provided with

detailed information on specific issues of the company’s

accounting system, finances and operations. The heads of the

company’s administration should inform the audit committee

about the methods of accounting for significant and unusual

transactions where the accounting may be subject to different

approaches.

YES

The members of the

Committee shall be

provided with all the

detailed information

necessary for the

performance of the

Committee's functions.

5.4.3.The audit committee should decide whether the

participation of the chair of the management board, the

manager of the company, the chief finance officer (or senior

employees responsible for finance and accounting), the internal

and external auditors in its meetings is required (and, if

required, when). The committee should be entitled, when

needed, to meet the relevant persons without members of the

management bodies present.

YES

The members of the Audit

Committee have the

opportunity to meet with

the needed persons in the

absence of the members

of the management

bodies.

5.4.4.The audit committee should be informed about the

internal auditor’s work program and should be furnished with

internal audit reports or periodic summaries. The audit

committee should also be informed about the work program of

external auditors and should receive from the audit firm a report

describing all relationships between the independent audit firm

and the company and its group.

NOT

APPLICABLE

Due to the size of the

Company, the Company

does not have an internal

audit function

Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the Council of

16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements of the

Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 140

5.4.5.The audit committee should examine whether the

company complies with the applicable provisions regulating the

possibility of lodging a complaint or reporting anonymously

his/her suspicions of potential violations committed at the

company and should also ensure that there is a procedure in

place for proportionate and independent investigation of such

issues and appropriate follow-up actions.

NOT

APPLICABLE

Employees of the

company may complain

about the matters

referred to in this

paragraph. As no

complaint or report has

been made to date, the

Audit Committee is

unable to verify the

provisions of this

recomendation.

5.4.6.The audit committee should submit to the supervisory

board or, where the supervisory board is not formed, to the

management board its activity report at least once in every six

months, at the time that annual and half-yearly reports are

approved.

The activity report is

submitted once a year for

the annual ordinary

shareholders meeting

Principle 6: Prevention and disclosure of conflicts of interest

The corporate governance framework should encourage members of the company’s supervisory and

management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism of

disclosure of conflicts of interest related to members of the supervisory and management bodies.

Any member of the company’s supervisory and management

body should avoid a situation where his/her personal interests

are or may be in conflict with the company’s interests. In case

such a situation did occur, a member of the company’s

supervisory or management body should, within a reasonable

period of time, notify other members of the same body or the

body of the company which elected him/her or the company’s

shareholders of such situation of a conflict of interest, indicate

the nature of interests and, where possible, their value.

YES

Board members avoid

situations where their

personal interests may

conflict with the interests

of the company.

Principle 7: Remuneration policy of the company

The remuneration policy and the procedure for review and disclosure of such policy established at the

company should prevent potential conflicts of interest and abuse in determining remuneration of members

of the collegial bodies and heads of the administration, in addition it should ensure the publicity and

transparency of the company’s remuneration policy and its long-term strategy.

7.1. The company should approve and post the remuneration

policy on the website of the company; such policy should be

reviewed on a regular basis and be consistent with the

company’s long-term strategy.

YES

The remuneration policy

is published on the

company's website. Its

review will take place in

accordance with the

requirements established

by law.

7.2. The remuneration policy should include all forms of

remuneration, including the fixed-rate remuneration,

performance-based remuneration, financial incentive schemes,

pension arrangements and termination payments as well as the

conditions specifying the cases where the company can recover

the disbursed amounts or suspend the payments.

YES

The remuneration policy

includes all forms of

remuneration

7.3. With a view to avoid potential conflicts of interest, the

remuneration policy should provide that members of the

collegial bodies which perform the supervisory functions should

not receive remuneration based on the company’s performance.

YES

The members of the

company's board do not

receive remuneration that

would depend on the

company's performance.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 141

7.4. The remuneration policy should provide sufficient

information on the policy regarding termination payments.

Termination payments should not exceed a fixed amount or a

fixed number of annual wages and in general should not be

higher than the non-variable component of remuneration for

two years or the equivalent thereof. Termination payments

should not be paid if the contract is terminated due to

inadequate performance.

NOT

APPLICABLE

The company's

Remuneration Policy does

not provide information

regarding termination

payments. The Company

follows the legal acts

requirements regarding

termination payments.

7.5. In the event that the financial incentive scheme is applied

at the company, the remuneration policy should contain

sufficient information about the retention of shares after the

award thereof. Where remuneration is based on the award of

shares, shares should not be vested at least for three years after

the award thereof. After vesting, members of the collegial

bodies and heads of the administration should retain a certain

number of shares until the end of their term in office, subject to

the need to compensate for any costs related to the acquisition

of shares.

Stock options may be

granted in the company,

but the Remuneration

Policy does not contain

very detailed information

on the retention of shares

after the grant of rights.

Share options may be

granted in accordance

with the rules for granting

Shares, which are

published on the

company's website, not in

accordance with the

provisions of the

Remuneration Policy.

Contracts for the

acquisition of shares

decided to be offered to

employees by the

decision of the company's

general meeting of

shareholders shall be

concluded and the

employees shall acquire

the ownership right to the

shares not earlier than in

the third financial year

(excluding the financial

year in which the

resolution of the general

meeting of shareholders

of the company was

adopted).

7.6. The company should publish information about the

implementation of the remuneration policy on its website, with

a key focus on the remuneration policy in respect of the collegial

bodies and managers in the next and, where relevant,

subsequent financial years. It should also contain a review of

how the remuneration policy was implemented during the

previous financial year. The information of such nature should

not include any details having a commercial value. Particular

attention should be paid on the major changes in the company’s

remuneration policy, compared to the previous financial year.

YES

The Remuneration Policy

is published on the

company's website.

The company prepares

and presents a

remuneration report to

the Ordinary General

Meeting of Shareholders,

which is an integral part

of the annual report

published on the website

7.7. It is recommended that the remuneration policy or any

major change of the policy should be included on the agenda of

the general meeting of shareholders. The schemes under which

members and employees of a collegial body receive

YES

The company's

Remuneration Policy and

its amendments are

approved by the General

Meeting of Shareholders.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 142

remuneration in shares or share options should be approved by

the general meeting of shareholders.

The rules for granting the

company's Shares are

also approved by the

General Meeting of

Shareholders.

Principle 8: Role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders entrenched in the laws

or mutual agreements and encourage active cooperation between companies and stakeholders in creating

the company value, jobs and financial sustainability. In the context of this principle the concept

“stakeholders” includes investors, employees, creditors, suppliers, clients, local community and other

persons having certain interests in the company concerned.

8.1. The corporate governance framework should ensure that

the rights and lawful interests of stakeholders are protected.

YES

The company respects

the rights of stakeholders

and their legitimate

interests.

8.2. The corporate governance framework should create

conditions for stakeholders to participate in corporate

governance in the manner prescribed by law. Examples of

participation by stakeholders in corporate governance include

the participation of employees or their representatives in the

adoption of decisions that are important for the company,

consultations with employees or their representatives on

corporate governance and other important matters,

participation of employees in the company’s authorized capital,

involvement of creditors in corporate governance in the cases

of the company’s insolvency, etc.

YES

All stakeholders have the

opportunity to participate

in the management of the

company in accordance

with the procedure

established by law.

8.3. Where stakeholders participate in the corporate

governance process, they should have access to relevant

information.

YES

Stakeholders

participating in the

management process of

the company are provided

with access to non-

confidential information,

as long as it does not

infringe the interests of

the company and other

related persons.

8.4. Stakeholders should be provided with the possibility of

reporting confidentially any illegal or unethical practices to the

collegial body performing the supervisory function.

The Company does not

provide possibility of

reporting confidentially

any illegal or unethical

practices

Principle 9: Disclosure of information

The corporate governance framework should ensure the timely and accurate disclosure of all material

corporate issues, including the financial situation, operations and governance of the company.

9.1. In accordance with the company’s procedure on

confidential information and commercial secrets and the legal

acts regulating the processing of personal data, the information

publicly disclosed by the company should include but not be

limited to the following:

YES

The below mentioned

information is disclosed in

notices of material events

published through the

information disclosure

system of the Nasdaq

Vilnius Stock Exchange,

on the company's

website, in the company's

annual and semi-annual

information documents to

the extent required by

law and International

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 143

Financial Reporting

Standards in the

European Union.

9.1.1. operating and financial results of the company;

YES

Disclosed in annual and

semi-annual information.

9.1.2. objectives and non-financial information of the company;

YES

Disclosed in annual

information.

9.1.3. persons holding a stake in the company or controlling it

directly and/or indirectly and/or together with related persons

as well as the structure of the group of companies and their

relationships by specifying the final beneficiary;

YES

Disclosed in annual and

semi-annual information

and on the company's

website.

9.1.4. members of the company’s supervisory and management

bodies who are deemed independent, the manager of the

company, the shares or votes held by them at the company,

participation in corporate governance of other companies, their

competence and remuneration;

YES

Disclosed in annual and

semi-annual information

and on the company's

website.

9.1.5. reports of the existing committees on their composition,

number of meetings and attendance of members during the last

year as well as the main directions and results of their activities;

YES

The report of the Audit

Committee is made

public. The Company's

annual management

reports describe the

scope and composition of

the committees.

9.1.6. potential key risk factors, the company’s risk

management and supervision policy;

YES

Disclosed in annual

information.

9.1.7. the company’s transactions with related parties;

YES

Disclosed in the annual

information and on the

company's website.

9.1.8. main issues related to employees and other stakeholders

(for instance, human resource policy, participation of

employees in corporate governance, award of the company’s

shares or share options as incentives, relationships with

creditors, suppliers, local community, etc.);

YES

Information on promotion

through stock options is

disclosed in the annual

information and on the

company's website.

9.1.9. structure and strategy of corporate governance;

YES

Disclosed in annual and

semi-annual information.

9.1.10. initiatives and measures of social responsibility policy

and anti-corruption fight, significant current or planned

investment projects.

This list is deemed minimum and companies are encouraged not

to restrict themselves to the disclosure of information included

into this list. This principle of the Code does not exempt

companies from their obligation to disclose information as

provided for in the applicable legal acts.

Due to the size of the

Company, information

related to the

environment, employees

and social responsibility

policy is not published

9.2. When disclosing the information specified in paragraph

9.1.1 of recommendation 9.1, it is recommended that the

company which is a parent company in respect of other

companies should disclose information about the consolidated

results of the whole group of companies.

YES

The company prepares

the consolidated

management report and

the consolidated financial

statements

9.3. When disclosing the information specified in paragraph

9.1.4 of recommendation 9.1, it is recommended that the

information on the professional experience and qualifications of

members of the company’s supervisory and management

bodies and the manager of the company as well as potential

conflicts of interest which could affect their decisions should be

YES

Disclosed in annual and

semi-annual information.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 144

provided. It is further recommended that the remuneration or

other income of members of the company’s supervisory and

management bodies and the manager of the company should

be disclosed, as provided for in greater detail in Principle 7.

9.4. Information should be disclosed in such manner that no

shareholders or investors are discriminated in terms of the

method of receipt and scope of information. Information should

be disclosed to all parties concerned at the same time.

YES

The company publishes

all information through

the information disclosure

system of the Nasdaq

Vilnius Stock Exchange

and on the company's

website so that it is

accessible to everyone

and at the same time.

Principle 10: Selection of the company’s audit firm

The company’s audit firm selection mechanism should ensure the independence of the report and opinion

of the audit firm.

10.1. With a view to obtain an objective opinion on the

company’s financial condition and financial results, the

company’s annual financial statements and the financial

information provided in its annual report should be audited by

an independent audit firm.

YES

The company is audited

by an independent audit

company.

10.2. It is recommended that the audit firm would be proposed

to the general meeting of shareholders by the supervisory board

or, if the supervisory board is not formed at the company, by

the management board of the company.

YES

The Board of the company

nominates the audit

company to the

shareholders' meeting.

10.3. In the event that the audit firm has received remuneration

from the company for the non-audit services provided, the

company should disclose this publicly. This information should

also be available to the supervisory board or, if the supervisory

board is not formed at the company, by the management board

of the company when considering which audit firm should be

proposed to the general meeting of shareholders.

YES

In 2024 the audit firm did

not provide non audit

services to the Company.

At the Group level,

translation services for

the reports of subsidiaries

were provided.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 145

APPENDIX 3. COMPANY'S MANAGEMENT REPORT

(Prepared in accordance with the Law of the Republic of Lithuania on Financial Reporting by Undertakings)

1. Reference to the applicable corporate governance code and the place of its publication, and (or)

reference to all necessary published information regarding management practices of the entity

The Company discloses the information regarding the compliance with the applicable Corporate Governance

Code in Appendix 2 of the consolidated annual management report for 2024. The Company publishes its annual

reports on it‘s website.

2. In case of derogation from the provisions of the applicable corporate governance code and (or)

when the provisions are not complied with, such provisions and the reasons thereof shall be

indicated

The Company discloses such information in sections “Yes/No/Irrelevant” and “Commentary” of Appendix 2 of

the consolidated annual management report for 2024 Information regarding the compliance with Corporate

Governance Code. The Company, taking into account the recommendations of the Bank of Lithuania, provides

an explanation in the “Comment” section in all cases, even if it fully complies with the principle /

recommendation.

3. Information regarding the level of risk and risk management – management of risks related to

the financial reporting, risk mitigation measures, and internal control systems implemented at the

entity shall be described

The Company provides information regarding the level of risk, risk management, and implemented internal

control systems, as well as the measures, in item 20 of the consolidated annual management report for 2024.

4. Information regarding significant directly or indirectly managed holdings

Information on shareholders directly or indirectly holding more than 5% of the company's share capital and

votes is disclosed in item 9 of the consolidated annual management report for 2024.

5. Information about related parties’ transactions in accordance with Article 37

of the Law on

Companies of the Republic of Lithuania

Pursuant to Clause 3 of Article 10 of the Law on Companies, for transactions concluded with a subsidiary

company, the owner of all shares of which is this company, or when the total amount of such transactions during

the financial year does not exceed 1/10 of the asset value specified most recent balance sheet of the company

whose shares are allowed to be traded on the regulated market, the provisions of Article 37 of the Law on

Companies do not apply. Since all transactions in the Company are transactions with subsidiaries or they do not

exceed 1/10 of its assets, the information of such transactions is not detailed.

6. Information regarding the shareholders who have special rights of control and the description

of such right

There are no shareholders having special rights of control in the Company.

7. Information regarding all current restrictions on voting rights (such as the restrictions on voting rights

of persons having a certain percentage or number of the votes, the deadlines by which voting rights may be

exercised or systems, according to which the property rights granted by the securities are to be separated from

the holder of those securities)

No restrictions on voting rights are applied in the Company.

8. Information regarding the rules governing the appointment and dismissal of board members,

as well as the amendment of the company’s articles of association

The Board members of the Company act in accordance with the Law on Companies of the Republic of Lithuania,

Articles of Association of the Company, Rules of Procedure of the Board, as well as other applicable legislation.

The Board members of the Company always act for the benefit of the Company and its shareholders. The

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 146

procedure for changing the Articles of Association is no different from stated in the Law on Companies of the

Republic of Lithuania.

9. Information regarding the powers of the board members

The Board members of the Company act in accordance with the Law on Companies of the Republic of Lithuania,

Articles of Association of the Company, Rules of Procedure of the Board, as well as other applicable legislation,

and have no special powers. The Board members of the Company always act for the benefit of the Company

and its shareholders. More information is disclosed in the Clause 13.2. of the Section IV of the consolidated

annual management report for 2024.

10. Information regarding the competence of the General Shareholders Meeting, the rights of

shareholders and implementation thereof, if such information is not established in the applicable

legislation

The company provides information regarding the competence of the General Shareholders Meeting, the rights

of shareholders, and implementation thereof, as well as the procedure for convening such meetings, in Clause

13.1. of the consolidated annual management report of 2024.

11. Information regarding the composition of the management, supervisory bodies, and the

committees thereof, as well as the fields of activity of the aforesaid bodies and the manager of

the company

The Company provides information about Members of the Board of the Company as well as the manager of the

Company, members of the Audit Committee in section IV of the consolidated annual management report for

2024.

12. Information about all agreements between shareholders (their essence, conditions).

Information is disclosed in Clause 9 of the consolidated annual management report for 2024.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 147

APPENDIX 4. REMUNERATION REPORT

The Company has prepared the first remuneration report (hereinafter - the Report). As this is the first Report,

it does not indicate how the results of the vote on the remuneration report of the General Meeting of

Shareholders of the previous reporting period were taken into account.

This report is designed to be read as a stand-alone document. The report has been prepared in accordance with

the provisions of the Law on Financial Reporting of Enterprises of the Republic of Lithuania and the Remuneration

Policy approved by the company's shareholders' meeting on 30 April 2020.

Introduction

Invalda INVL is an asset management group with an open approach, growing and developing, and creating well-

being for people through its activities.

2024 was a successful and profitable year for our clients and for the Invalda INVL group. In 2024 we earned a

profit of EUR 44.38 million and the company’s net asset value was EUR 222.04 million at year-end. This reflects

the success of our strategic core business and the growth of Invalda INVL’s investments. In 2024, we earned

EUR 157 million for our clients, our assets under management increased by 17% to EUR 1.68 billion at the end

of the year.

In 2024, preparatory work was underway for the launch of a second private equity fund. INVL Private Equity

Fund II, the largest private equity fund in the Baltics, was launched after raising EUR 305 million, exceeding its

target at first close.

In 2024, we also focused on strengthening our investor base, developing new products and growing our team

in a qualitative sense.

Invalda INVL is a parent company whose operations are concentrated in subsidiaries, many of which are licensed

and make their information public.

The average number of employees of AB Invalda INVL was 6, of which 3 employees were assigned to the

management staff and the company also has 3 specialists.

Executive remuneration

The report provides information on the remuneration of the company's manager and each member of the bodies

elected by the shareholders' meeting. The head of the company is the President of Invalda INVL. The members

of the bodies elected by the shareholders' meeting are a) members of the Board, who may be paid bonuses and

who may receive remuneration from the company under employment, service or other contracts, b) members

of the audit committee. Although not provided for in the Remuneration Policy, given that the Company provides

information on the remuneration of the Chief Financier in the Annual Report, this information will also be

disclosed in the Report.

There were no changes in the company's management during the reporting period. At the shareholders' meeting

of Invalda INVL held on 30 April 2023, two previous members of the Audit Committee, Dangutė Pranckėnienė

and Tomas Bubinas, were re-elected to the Audit Committee. At this meeting, a new member, Andrius Lenickas,

was also elected to the Audit Committee.

CONSOLIDATED ANNUAL REPORT FOR 2023 | 148

Table 1. Remuneration of the CEO, CFO and each member of the bodies elected by the shareholders' meeting for 2023 and 2024 (EUR, before taxes)

Name, position

Remuneration received from the group

In that number

remuneration

received from

any company in

which Invalda

INVL owns more

than 50% of the

Fixed part of

remuneration

Variable part of

the

remuneration

(for the year)

Variable part of

the

remuneration

(long term

program)

Other

monetary

reward

Other benefits

Total

Ratio of fixed to

variable and

other

remuneration

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Darius Šulnis,

CEO

73,560

73,624

852 592

274,742

926,152

348,366

21%

Alvydas Banys,

Chairman of the

Board

73,250

73,528

73,250

73,528

100%

49,250

49,528

Indrė

Mišeikytė,

Advisor, Board

member

73,483

73,328

73,483

73,328

100%

Tomas

Bubinas,

audit committee

member,

independent

Board member

12,900

12,229

12,900

12,229

100%

Danguolė

Pranckėnienė,

independent

audit committee

member

572

100%

Andrius

Lenickas,

independent

audit committee

member

1,200

100%

Raimondas

Rajeckas,

CFO

100,773

81,473

16,854

20,546

177,929

69,188

688

16,094

296,244

187,301

34%

43%

4,380

3,947

CONSOLIDATED ANNUAL REPORT FOR 2023 | 149

1. The fixed part of the remuneration is the monthly salary specified in the employment contract, i.e.

basic part of wages. Members of the elected bodies who have not concluded employment contracts with the

company may receive remuneration in the form prescribed by legal acts and under service contracts.

2. Variable part of the Remuneration - annual bonuses or share options. This is an additional employee

remuneration, which is granted and paid at the initiative of the company as a means of employee promotion

and motivation. The value of share options is disclosed as it is recognized in the financial statements in

accordance with applicable accounting standards.

3. Other monetary reward - bonus, other benefits that may be paid for additional work, performance of

additional functions not provided for in their employment contract and / or job description, or performance

of additional tasks.

4. Other benefits - other potential benefits provided to employees as incentives (for example, pension

contributions may be paid to employee’s pension funds managed by the group, reimbursement of part or all

of the cost of training, gifts, taxes paid on behalf of the employee, etc.).

Invalda INVL's remuneration policy maintains a simple and transparent remuneration structure and reduces

the risk of potential conflicts of interest. The Company believes that the publicly disclosed executive

remuneration fully complies with the provisions of the remuneration policy. The remuneration policy does

not provide for the amounts of remuneration for managers and the application of performance criteria.

Table 2. Annual changes in the company's results, remuneration disclosed in the report and

average salary over 5 years

2024

2023

2022

2021

2020

Šulnis Darius

165.9%

-21.8%

507.0%*

-29.6%

-24.3%

Mišeikytė Indrė

0.2%

-0.7%

0.6%

-2.2%

1.9%

Banys Alvydas

-0.4%

0.2%

0.0%

-0.2%

0.5%

Rajeckas Raimondas

58.2%

57.2%

-1.3%

-3.7%

28.9%

Tomas Bubinas

5.5%

15.6%

1,983.7%**

-44.0%

-54.7%

Dangutė Pranckėnienė

6.7%

-7.5%

33.3%

-75.8%

Net profit

-2.1%

174.9%

-55.5%

602.8%

-74.4%

Average salary

21.8%

14.0%

12.7%

31.8%

17.4%

* Increase due to concluded option contract, which granted the right to choose to receive up to 33,483

shares of Invalda INVL no earlier than after 3 years (i.e. 2025).

** Increase due to new duties started in the company, for which remuneration determined by the

shareholders' meeting is paid.

As required by law, the company provides comparisons of annual results and earnings. The remuneration

that was not paid for a full year was converted to the full year equivalent.

As can be seen from the table, the company’s results do not directly affect the salaries of either management

or other employees. The results of Invalda INVL are determined by the successful activities of asset

management companies, high share prices in the securities market, realized sales transactions, etc. Wages

are determined taking into account the general market situation, the fulfilment of the employee's annual

targets, and so on.

Share options

The decision on the specific number of shares of the company offered to employees and the method of

granting shares (for free and / or partially remunerated), when shares are granted partially remunerated -

the share price payable by employees, is decided by the general meeting of shareholders of at least 2/3

majority of the votes of all shareholders present at the meeting. Agreements for the acquisition of shares

decided by the General Meeting of Shareholders are concluded and employees acquire ownership of shares

not earlier than in the third financial year (excluding the financial year in which the decision of the General

Meeting of the Company was adopted), provided that such right has not been revoked for the employee, the

employee has not waived it or lost it on other grounds. The method of granting shares does not change

depending on the performance of the company and / or other group companies or the price of the company's

ordinary registered shares on the regulated market.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 150

Table 3. Share options

Option

owners

The number of

securities in

2024 approved

by the

shareholders'

meeting for

options

Securities for which option

agreements were concluded in

2024

2024 exercised options (agreed

in 2021)

number

agreed

purchase

price

year of

acquisition

of shares

Number of

securities

purchased by

employees

Method of

granting of

securities

Employees

100,000

33,324

EUR 1

2027

65,070

Newly issued

shares have

been

subscribed

* only those options when the number of shares is specified in the contracts

Employee - any person who has a valid employment contract with a Group company on the day of the

decision of the Board of the Company to allocate Shares, as well as a member of the Supervisory Board and

/ or Board of the Group company who is not a shareholder of the Company, owning 1/20 or more of the total

votes of the Company.

Of the persons whose remuneration is disclosed in the remuneration report, stock options are granted to the

CEO and CFO of the company.

Table 4. Not exercised share options allocated to the company's Chief Financial Officer

Table 5. Not exercised share options allocated to the company's Chief Executive Officer

Amounts recognized in the financial statements in accordance with IFRS 2. For the current year, accruals

are made at the end of the year, regardless of the legal grant of share options, so only an adjustment to the

Name

Perfor-

mance

period,

years

Grant

date

Expiry

date

Exercise

price,

EUR

Opening

balance

at 1

January

options

granted

options

exercised

Closing

balance

at 31

Decem-

ber

Value of

granted

option

Expenses

recogni-

zed in the

financial

state-

ments

2023

long-

term

program

2023-

2025

12.06.2023

/31.12.2025

vesting date

2026

16,906

17,778

34,684

352,901

177,929

Name

Perfor-

mance

period,

years

Grant

date

Expiry

date

Exercise

price,

EUR

Opening

balance

at 1

January

options

granted

options

exercised

Closing

balance

at 31

Decem-

ber

Value of

granted

option

Expenses

recogni-

zed in

the

financial

state-

ments

Assigned

in 2022

2021

2022-05-31

2025

0.90

33,483

2023

long-

term

program

2023-

2025

12.06.2023

/31.12.2025

vesting date

2026

81,007

85,189

166,196

1,691,001

852,592

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2024 | 151

value of the options granted is recognized in the grant year. In the case of a long-term program, a value

proportional to the period of operation is recognized during the current year.

The Company has entered into share option agreements for the long-term incentive program under which

employees would be entitled to acquire shares in the company in 2026 if the value of the company's net

assets per share exceeds EUR 15.0552 on 31 December 2025. The value of the stock options would be

determined on the basis of the net asset value at 31 December 2025 and the number of shares would be

recalculated with a purchase price of €1 per share, while keeping the total value of the options to be granted

the same. The non-recalculated amount of these options is 120 thousand units for the Chief Financial Officer

and 575 thousand units for the Chief Executive Officer, if they are treated as stock options with a share

purchase price of EUR 15,0552. The tables show the forecasted restatement used for the preparation of the

financial statements. The change in the volume forecast and the updated value of options granted as a result

of the volume recalculation are shown for the current year.