AB INVALDA INVL

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2025,

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE

YEAR ENDED 31 DECEMBER 2025, 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 2026

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 2025 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 2025 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 2025.

2. Consolidated Annual Management Report for 2025.

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 ............................................................ 32

4. SEGMENT INFORMATION ..................................................................................................................................... 35

5. OTHER INCOME AND EXPENSES ........................................................................................................................... 39

5.1. Net changes in fair value on financial instruments ...................................................................................................... 39

5.2. Employee benefits expenses ......................................................................................................................................... 39

5.3. Other expenses ............................................................................................................................................................ 39

6. INCOME TAX ........................................................................................................................................................ 40

7. EARNINGS PER SHARE.......................................................................................................................................... 44

8. DIVIDENDS PER SHARE ........................................................................................................................................ 45

9. PROPERTY, PLANT AND EQUIPMENT .................................................................................................................... 46

10. INTANGIBLE ASSETS ....................................................................................................................................... 47

11. FINANCIAL INSTRUMENTS BY CATEGORY ....................................................................................................... 48

12. FAIR VALUE ESTIMATION ................................................................................................................................ 50

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ....................................................................... 58

14. TRADE, OTHER RECEIVABLES AND CONTRACT ASSETS.................................................................................... 59

15. CASH AND CASH EQUIVALENTS AND TERM DEPOSITS ..................................................................................... 61

16. SHARE CAPITAL, SHARE PREMIUM AND OWN SHARES ..................................................................................... 61

17. RESERVES AND SHARE-BASED PAYMENTS ...................................................................................................... 62

18. BORROWINGS ................................................................................................................................................. 65

19. TRADE PAYABLES ........................................................................................................................................... 66

20. OTHER LIABILITIES ......................................................................................................................................... 67

21. FINANCIAL RISK MANAGEMENT ...................................................................................................................... 68

21.1. Financial risk factors .................................................................................................................................................. 68

21.2. Capital management .................................................................................................................................................... 71

22. COMMITMENTS AND CONTINGENCIES ............................................................................................................. 72

23. LEASE ............................................................................................................................................................. 73

24. RELATED PARTY TRANSACTIONS .................................................................................................................... 74

25. REMUNERATION TO AUDITOR ........................................................................................................................ 78

26. EVENTS AFTER THE REPORTING PERIOD .......................................................................................................... 79

CONSOLIDATED ANNUAL MANAGEMENT REPORT ........................................................................................80

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 Artea 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 2026.

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 2025

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s income statements

		Group		Company
	Notes	2025	2024	2025	2024
Revenue from contracts with customers	4	20,411	14,111	5	137
Dividend income		15,352	27,791	15,230	27,694
Other income		633	327	361	33
Net changes in fair value of financial instruments at fair value through profit or loss	5.1	25,268	21,943	24,304	21,136
Employee benefits expenses	5.2	(14,023)	(11,007)	(1,700)	(1,543)
Professional fees expenses		(551)	(572)	(69)	(70)
Information technology maintenance expenses		(365)	(374)	(7)	(7)
Depreciation and amortisation	9, 10	(687)	(853)	(27)	(27)
Premises rent and utilities		(160)	(154)	(6)	(8)
Advertising and other promotion expenses		(216)	(223)	-	-
Other expenses	5.3	(3,311)	(2,880)	(242)	(360)
Operating profit (loss)		42,351	48,109	37,849	46,985
Finance costs		(749)	(588)	(708)	(1,131)
Share of net (loss) profit of consolidated subsidiaries
accounted for using the equity method	3	-	-	3,669	1,224
Profit (loss) before income tax		41,602	47,521	40,810	47,078
Income tax income (expenses)	6	5,502	(3,137)	6,294	(2,694)
NET PROFIT FOR THE YEAR		47,104	44,384	47,104	44,384
Attributable to:
Equity holders of the parent		47,104	44,384	47,104	44,384
Non-controlling interests		-	-	-	-
Basic earnings per share (in EUR)	7	3.91	3.69	3.91	3.69
Diluted earnings per share (in EUR)	7	3.78	3.59	3.78	3.59

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of comprehensive income

	Group		Company
	2025	2024	2025	2024
NET PROFIT FOR THE YEAR	47,104	44,384	47,104	44,384
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	47,104	44,384	47,104	44,384
Attributable to:
Equity holders of the parent	47,104	44,384	47,104	44,384
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 2025 
(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 
2025 
2024 
2025 
2024 
Non-current assets 
Property, plant and equipment 
9 
2,058 
999 
132 
35 
Intangible assets 
10 
75 
89 
- 
- 
Investments into subsidiaries 
1, 12, 3 
26,503 
27,287 
42,586 
40,582 
Investments into associates  
1, 12, 3 
36,190 
29,470 
36,190 
29,470 
Financial assets at fair value through profit or loss 
12, 13 
180,447 
177,989 
175,753 
172,515 
Other non-current receivable 
20 
18 
- 
- 
Deferred tax asset 
6 
880 
302 
363 
- 
Total non-current assets 
246,173 
236,154 
255,024 
242,602 
Current assets 
Trade, other receivables and contract assets 
14 
3,906 
4,257 
166 
9 
Prepaid income tax 
296 
395 
296 
297 
Prepayments and deferred charges 
238 
205 
25 
26 
Financial assets at fair value through profit or loss  
12, 13 
1,305 
1,238 
- 
- 
Term deposits 
15 
11,004 
- 
11,004 
- 
Cash and cash equivalents 
15 
11,626 
5,421 
1,082 
2,467 
Total current assets 
28,375 
11,516 
12,573 
2,799 
TOTAL ASSETS 
274,548 
247,670 
267,597 
245,401 
EQUITY AND LIABILITIES 
Equity 
Share capital 
1, 16 
3,567
3,567
3,567 
3,567 
Own shares 
(1,464)
(1,717)
(1,464) 
(1,717) 
Share premium 
5,630
5,630
5,630 
5,630 
Reserves and share-based payment 
17 
17,153
15,837
16,598 
15,282 
Retained earnings  
231,306
198,724
231,861 
199,279 
Equity attributable to equity holders of the parent 
256,192
222,041
256,192 
222,041 
Non-controlling interests 
109
177
- 
- 
Total equity 
256,301
222,218
256,192 
222,041 
Liabilities 
Non-current liabilities  
Lease liabilities 
23 
1,466
242
107 
8 
Borrowings (issued bonds) 
18 
10,000
10,000
10,000 
10,000 
Deferred tax liability 
6 
486
5,918
- 
5,587 
Other non-current liabilities 
20 
1,013
178
- 
- 
Total non-current liabilities 
12,965
16,338
10,107 
15,595 
Current liabilities  
Borrowings (including interest of issued bonds) 
18 
33
31
33 
31 
Lease liabilities 
23 
383
546
24 
30 
Trade payables 
19 
308
258
37 
8 
Income tax payable 
114
115
- 
- 
Advances received 
2
3
- 
- 
Other current liabilities 
20 
4,442
8,161
1,204 
7,696 
Total current liabilities 
5,282
9,114
1,298 
7,765 
Total liabilities 
18,247
25,452
11,405 
23,360 
TOTAL EQUITY AND LIABILITIES  
274,548
247,670
267,597 
245,401 
7 

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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
					Legal and	Reserve for	Share-			Non-
		Share	Own	Share	other	acquisition of	based	Retained		controlling	Total
Group		Notes capital			shares premium reserves	own shares	payments	earnings	Subtotal	interests	equity
Balance as at 1 January 2024		3,548	(929)	5,630	1,839	10,817	2,052	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	-	-	-	78	-	-	(78)	-	-	-
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)		-	-	-	-	-	(545)	545	-	-	-
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)	-	75	-	1,054	(733)	(373)	177	(196)
Balance as at 31 December 2024		3,567	(1,717)	5,630	1,914	10,817	3,106	198,724	222,041	177	222,218
Net profit for the year 2025		-	-	-	-	-	-	47,104	47,104	-	47,104
Total comprehensive income for the year		-	-	-	-	-	-	47,104	47,104	-	47,104
Changes in reserves	17	-	-	-	-	-	-	-	-	-	-
Transfer of own shares (share options exercised)	16	-	253	-	-	(253)	-	-	-	-	-
Share-based payments	17	-	-	-	-	-	2,068	-	2,068	(68)	2,000
Transfer from share-based payments reserve to retained earnings (share options exercised)		-	-	-	-	-	(499)	499	-	-	-
Dividends approved	8	-	-	-	-	-	-	(15,021)	(15,021)	-	(15,021)
Acquisition of own shares	16	-	-	-	-	-	-	-	-	-	-
Total transactions with owners of the Company, recognised directly in equity		-	253	-	-	(253)	1,569	(14,522)	(12,953)	(68)	(13,021)
Balance as at 31 December 2025		3,567	(1,464)	5,630	1,914	10,564	4,675	231,306	256,192	109	256,301

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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
		Share	Own	Share	other	acquisition of	Share-based	Retained
Company	Notes	capital	shares	premium	reserves	own shares	payments	earnings	Total
Balance as at 1 January 2024		3,548	(929)	5,630	1,362	10,817	2,052	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)	-	(3)	-	1,054	(655)	(373)
Balance as at 31 December 2024		3,567	(1,717)	5,630	1,359	10,817	3,106	199,279	222,041
Net profit for the year 2025		-	-	-	-	-	-	47,104	47,104
Total comprehensive income for the year		-	-	-	-	-	-	47,104	47,104
Share-based payments	17	-	-	-	-	-	2,068	-	2,068
Transfer of own shares (share options exercised)	16	-	253	-	-	(253)	-	-	-
Transfer from share-based payments reserve to retained earnings (share options exercised)		-	-	-	-	-	(499)	499	-
Dividends approved	8	-	-	-	-	-	-	(15,021)	(15,021)
Acquisition of own shares	16	-	-	-	-	-	-	-	-
Total transactions with owners of the Company, recognised directly in equity		-	253	-	-	(253)	1,569	(14,522)	(12,953)
Balance as at 31 December 2025		3,567	(1,464)	5,630	1,359	10,564	4,675	231,861	256,192

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows

		Group			Company
	Notes	2025	2024		2025	2024
Cash flows from (to) operating activities
Net profit for the year		47,104	44,384		47,104	44,384
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	687	853		27	27
Loss (gain) on disposal of property, plant and equipment		-	9		-	-
Realized and unrealized loss (gain) on investments and transferred retail business	5.1	(25,268)	(21,943)		(24,304)	(21,136)
Share of net (loss) profit of consolidated subsidiaries
accounted for using the equity method		-	-		(3,669)	(1,224)
Interest income		(395)	(84)		(361)	(33)
Interest expenses		749	588		708	533
Income tax (income) expenses	6	(5,502)	3,137		(6,294)	2,694
Share-based payments	17	1,592	1,498		1,366	1,067
Dividend income		(15,352)	(27,791)		(15,230)	(27,694)
		3,615	651		(653)	(1,382)
Working capital adjustments:
Decrease (increase) in trade, other receivables and contract assets		353	(1,888)		188	122
Decrease (increase) in other current assets		(33)	(58)		1	3
Increase (decrease) in trade payables		50	(334)		29	(64)
Increase (decrease) in other liabilities		1,957	23		(72)	128
Cash flows from (to) operating activities		5,942	(1,606)		(507)	(1,193)
Income tax paid		(392)	(3,459)		-	-
Net cash flows from (to) operating activities		5,550	(5,065)		(507)	(1,193)
				(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 2025

(all amounts are in EUR thousand unless otherwise stated)

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

		Group		Company
	Notes
		2025	2024	2025	2024
Cash flows from (to) investing activities
Acquisition of non-current assets (intangible and property, plant and equipment)		(92)	(118)	(2)	(1)
Proceeds from sale of non-current assets (intangible and property, plant and equipment)		1	-	-	-
Acquisition and establishment of subsidiaries, net of cash
acquired for consolidated subsidiaries	3	-	-	-	-
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
business		-	(2,700)	(1,985)	(5,000)
Acquisition of financial assets at fair value through profit or loss (except held-for-trading)	13	(2,130)	(9,572)	(1,916)	(9,021)
Sale of financial assets at fair value through profit or loss	13
(except held-for-trading)		19,087	5,669	17,196	-
Dividends received		10,575	10,518	12,056	12,851
Loans granted		(1,600)	(1,107)	(1,600)	(1,090)
Repayment of granted loans		1,425	876	1,425	800
Transfer to term deposits		(11,000)	-	(11,000)	-
Interest received		413	72	380	8
Net cash flows from (to) investing activities		16,679	4,838	14,554	(253)
Cash flows from (to) financing activities
Cash flows related to company shareholders:
Issue of shares	16	-	16	-	16
(Acquisition) of non-controlling interests	3	-	(92)	-	-
Dividends paid to equity holders of the parent		(14,697)	(1,189)	(14,697)	(1,189)
Acquisition (disposal) of own shares	16	-	(788)	-	(788)
		(14,697)	(2,053)	(14,697)	(1,961)
Cash flows related to other sources of financing:
Proceeds from borrowings		-	6,750	1,900	6,750
Repayment of borrowings		-	(11,650)	(1,900)	(11,650)
Issue of bonds		-	10,000	-	10,000
Payments of lease liabilities		(580)	(556)	(29)	(29)
Interest paid		(747)	(553)	(706)	(502)
		(1,327)	3,991	(735)	4,569
Net cash flows to financing activities		(16,024)	1,938	(15,432)	2,608
Impact of currency exchange on cash and cash
equivalents		-	-	-	-
Net increase (decrease) in cash and cash equivalents		6,205	1,711	(1,385)	1,162
Cash and cash equivalents at the beginning of the year	15	5,421	3,710	2,467	1,305
Cash and cash equivalents at the end of the year	15	11,626	5,421	1,082	2,467
				(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 2025

(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, 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 2025 and 31 December

2024 the shareholders of the Company were:

2025

			2024
	Number of	Percentage	Number of	Percentage
	shares held	(%)	shares held	(%)
UAB Lucrum Investicija (controlling shareholder Mr.
Darius Šulnis)	3,181,702	25.87	3,181,702	25.87
UAB LJB Investments (controlling shareholder Mr.
Alvydas Banys)	3,098,196	25.19	3,098,196	25.19
Mrs. Irena Ona Mišeikienė	3,048,161	24.78	3,048,161	24.78
Mr. Alvydas Banys	910,875	7.41	910,875	7.41
Ms. Indrė Mišeikytė	236,867	1.93	236,867	1.93
Mr. Darius Šulnis	34,151	0.28	-	-
The Company (own shares)	240,906	1.96	282,584	2.30
Other minor shareholders	1,548,517	12.58	1,540,990	12.52
Total	12,299,375	100.00	12,299,375	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

2025 and 2024. Subsidiaries and associates did not hold any shares of the Company as at 31 December 2025 and 2024.

As at 31 December 2024 the number of employees of the Group was 149 (as at 31 December 2024 – 139). As at 31 December

2025 the number of employees of the Company was 9 (as at 31 December 2024 – 8).

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 2025

(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 2025	December 2024
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			Financial brokerage
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.

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

consolidated.

As at 31 December 2025 and 2024 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 2024	December 2025	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 2025 and/or 2024.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

1 General information (cont’d)

The Group does not have any significant restrictions on its ability to access or use its assets and settle its liabilities. The Company

does not have 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 does not have any contractual commitments to provide financial support to unconsolidated subsidiary. In 2025 and

2024 the Company has granted nil of loans to maintain the activity of the unconsolidated subsidiaries.

As at 31 December 2025 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	23.81**	lessor
Estate

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 and 2025.

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

2025.

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 indirect investments into Heim

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

UAB Litagra has to receive bank consent to pay dividends as at 31 December 2025 and 2024. 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 2025

(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 2025 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 2025:

− Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

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

amendments are not relevant to the Group and the Company and had no impact on the Group’s and Company’s financial

statements for the year ended 31 December 2025.

Standards adopted by the EU but not yet effective

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)

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)

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.

Annual Improvements Volume 11 (effective for annual periods beginning on or after 1 January 2026)

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRSs. The amendments

include clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 First-time Adoption of International

Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS

7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows. The

amendments are not expected to have a material 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 2025

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.1 Basis of preparation (cont’d)

Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature dependent Electricity (effective for annual periods beginning

on or after 1 January 2026) are not relevant to the Group and the Company.

Standards not yet adopted by the EU

IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027

once adopted by EU) is not eligible for the Company and the Group.

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation

Currency (effective for annual periods beginning on or after 1 January 2027 once adopted by EU) are not relevant to the Group

and the Company.

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 is to invest funds solely for capital appreciation, investment income,

or both; and

(iii) it measures and evaluates 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.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 (cont’d)

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.

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 2025

(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)	3-5.5 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 2025

(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 2025

(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 2025

(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 2025

(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 2025

(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 2025 and 2024 right-of-use assets of the Group/the Company relate to

leased properties and are depreciated over 3-5.5 and 0.25-4 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 recognises 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 2025

(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 accounts 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 allocates 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 accounts

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 recognizes in profit or loss any gain or loss relating

to the partial or full termination of the lease.

2.16. Revenue recognition

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.

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 2025

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.16 Revenue recognition (cont’d)

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 2025

(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 16 % in 2025. From 2026 the standard corporate tax rate in

Lithuania is 17%. 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 2025

(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 2025

(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. The bonuses

could be short-term (is awarded for current year performance) and long-term incentive programmes.

Long-term incentive programmes

The Group consolidated subsidiaries’ senior management participates in a long-term incentive programmes. The programmes

provide for additional remuneration to management, depending on the long-term performance of the consolidated subsidiaries.

The basis for calculating remuneration under the long-term incentive programmes is the difference between the calculated and

the required business value, determined in accordance with the approved programmes documentation. The programmes are

established usually for a three-year period. After the first and second years, the value of the programme is calculated and 50% of

the remuneration determined based on the programme value at that time is allocated for payment (less the portion already

allocated in the previous year). After three years, 100% of the remuneration calculated based on the programme value is allocated,

less the amounts already allocated in prior periods. The liability component is accounted for in accordance with the principles for

other long-term employee benefits set out in IAS 19 until the employee makes a choice under the programme to settle the

calculated amounts in share-based instruments. As the payments under the long-term incentive programmes are also conditional

on the employee remaining in employment with the Group until the award date, in accordance with IAS 19, employee benefit

expenses under these programmes are recognised by estimating the future value of the programme and allocating it on a pro rata

basis over the employee’s service period (i.e. from the start of the programme until the date when payment is due).

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 2025

(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 remains within equity.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.21. 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.

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 2024 and 2025 the Group has not received any success fee, which could be returned to managed

funds.

Control of managed entities/funds

The Group decides whether is controls managed entities and funds. The main factors that the Group assesses 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 decided that it does 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 2025

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.21 Significant accounting judgements and estimates (cont’d)

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 2025 was EUR

26,503 thousand and EUR 36,190 thousand, respectively (as at 31 December 2024 - EUR 27,287 thousand and EUR 29,470

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

31 December 2025 was EUR 26,488 thousand and EUR 36,190 thousand, respectively (as at 31 December 2024 - EUR 27,272

thousand and EUR 29,470 thousand, respectively) (described in more details in Note 12).

Bonuses

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

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

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

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

uses estimates of employee service vesting period and recognises expenses proportionately over the estimated vesting period.

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

valuation method for the 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 the volatility input the

historical share price volatility on the exchange is used. 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 2025

(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
	2025	2024	2025	2024
At 1 January	29,470	23,313	29,470	23,313
Acquisition of additional shares in associate	-	-	-	-
Loans granted/repaid, net value	175	290	175	290
Interest charged/paid, net value	(25)	25	(25)	25
Acquired loan to UAB Litagra from unconsolidated subsidiary INVL
Life UAB	-	1,548	-	1,548
Disposal of associate	-	-	-	-
Changes in fair value	6,570	4,294	6,570	4,294
At 31 December	36,190	29,470	36,190	29,470
At fair value – shares	34,177	27,607	34,177	27,607
At fair value – granted loans	2,013	1,863	2,013	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
	2025	2024
At 1 January	40,582	107,195
Share of net profit (loss) of consolidated subsidiaries accounted for using equity method	3,669	1,224
Establishment of subsidiaries and increase of share capital	-	-
Acquisition of investments from unconsolidated subsidiary INVL Life UAB*	-	48,975
Disposals	-	-
Dividends from consolidated subsidiaries	(1,583)	(29,631)
Share-based payments of consolidated subsidiaries	702	532
Changes in fair value	(784)	(13,365)
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	42,586	40,582
At equity method	16,098	13,310
At fair value – shares	26,488	27,272

*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 2025

(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
	2025	2024
At 1 January	27,287	43,120
Additional investment	-	-
Changes in fair value	(784)	(16,809)
Acquisition of investments from unconsolidated subsidiary INVL Life	-	48,975
UAB*
Decrease of share capital*	-	(47,999)
Disposals	-	-
At 31 December	26,503	27,287
Shares	26,503	27,287

* See description in page above.

In 2024 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.

Acquisitions in 2025 and 2024

The Group did not have any acquisition of subsidiaries in 2025 and 2024, 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 2025 and 2024 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 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 received in cash, remaining amount was offset against payable amounts to INVL Life UAB for acquired investments.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

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

Acquisition of non-controlling interests in 2025 and 2024

During 2025 and 2024 the Company/the Group did not have any acquisition of non-controlling interests.

Acquisition of associates in 2025 and 2024

During 2025 and 2024 the Company/the Group did not have any acquisition of associates.

Disposals of subsidiaries in 2025 and 2024

During 2025 and 2024 the Company/the Group did not have any disposals of subsidiaries.

Disposals of associates in 2025 and 2024

During 2025 and 2024 the Company/the Group did not have any disposals of associates.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 in 2023 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.

For management purposes, the Group is organised into following operating segments based on their products and services:

Asset management

The asset management segment includes 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.

Bank activities

Bank activities represent indirectly investment into MAIB, bank operating in Moldova and investments into AB Artea 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 Group.

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 2025

(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 2025:

			Inter-segment
			transactions and
		Historically	consolidation
Year ended	Asset management	investments activity	adjustments	Total
31 December 2025
Revenue
Sales to external customers	20,268	143	-	20,411
Inter-segment sales	-	-	-	-
Total revenue	20,268	143	-	20,411
Results
Net changes in fair value of financial assets	5,226	20,042	-	25,268
Interest income	123	276	(4)	395
Dividend income	170	15,182	-	15,352
Other income	238	1	(1)	238
Employee benefits expense	(12,209)	(1,814)	-	(14,023)
Depreciation and amortization	(660)	(27)	-	(687)
Impairment	-	-	-	-
Interest expenses	(45)	(708)	4	(749)
Other expenses	(4,280)	(324)	1	(4,603)
Profit (loss) before income
tax	8,831	32,771	-	41,602
As at 31 December 2025
Assets and liabilities
Segment assets	83,828	190,885	(165)	274,548
Segment liabilities	7,008	11,404	(165)	18,247
Other segment
information
Capital expenditure:
• Property, plant and equipment	1,581	124	-	1,705
• Intangible assets	28	-	-	28

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025

(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)	Artea bankas)	investments	Total
31 December 2025
Net changes in fair value
on financial assets	5,361	1,209	4,051	15,466	(819)	25,268
Dividend income	-	170	2,307	8,059	4,816	15,352
Interest income	116	84	-	-	160	360
Total income from investments	5,477	1,463	6,358	23,525	4,157	40,980
Investments fair value as at 31 December 2025	28,310	7,880	26,415	122,571	59,254	244,430

			Bank sector	Bank sector (AB	Other
Year ended	Agriculture	Real estate	(MAIB)	Artea 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

Analysis of revenue by timing of revenue recognition:

2025

			2024
	Group	Company	Group	Company
Revenue recognised over time:	19,902	5	13,710	137
Management fee	17,466	-	10,607	-
Success fee	999	-	1,834	-
Other consideration	1,437	5	1,269	137
Revenue recognised at a point in time	509	-	401	-
Total revenue	20,411	5	14,111	137

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 17,734 thousand (2024: EUR 10,465 thousand), and the total of revenue from external

customers from Latvia is EUR 2,677 thousand (2024: EUR 3,646 thousand).

In 2025 the Group has not recognised as revenue success fee of EUR 16,921 thousand, accrued in the managed entities and

funds, as the condition for non-returnable payment of it is not met (2024: EUR 12,389 thousand).

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025 and 2024:

	Lithuania	Latvia	Total
As at 31 December 2025	1,952	181	2,133
As at 31 December 2024	890	198	1,088

5. Other income and expenses

5.1. Net changes in fair value on financial instruments

	Group		Company
	2025	2024	2025	2024
Net gain (loss) from changes in fair value of unconsolidated
subsidiaries and associates	5,787	(12,515)	5,787	(9,071)
Net gain (loss) from financial assets at fair value through profit or loss	19,481	34,462	18,517	30,207
Net gain (loss) from financial liabilities at fair value through profit
or loss	-	(4)	-	-
Net gain (loss) from financial instruments at fair value through profit or loss, total	25,268	21,943	24,304	21,136

5.2. Employee benefits expenses

	Group		Company
	2025	2024	2025	2024
Short-term employee benefits	(9,375)	(8,667)	(344)	(476)
Share-based payments (cash alternative)	(2,988)	(1,019)	-	-
Equity-settled share-based payments	(1,660)	(1,321)	(1,356)	(1,067)
	(14,023)	(11,007)	(1,700)	(1,543)

5.3. Other expenses

	Group		Company
	2025	2024	2025	2024
Vehicles maintenance costs	(206)	(180)	-	-
Repairs and maintenance cost of premises	(34)	(88)	(2)	(2)
Taxes	(526)	(499)	(41)	(33)
Fees for securities	(335)	(360)	(121)	(231)
Other expenses	(2,210)	(1,753)	(78)	(94)
	(3,311)	(2,880)	(242)	(360)

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

6. Income tax

	Group		Company
	2025	2024	2025	2024
Components of the income tax expense
Current year income tax	(688)	(216)	-	-
Prior year current income tax correction	-	-	-	-
Deferred income tax income (expense)	6,190	(2,921)	6,294	(2,694)
Income tax income (expense) charged to the income statement –
total	5,502	(3,137)	6,294	(2,694)

There is no income tax expense recognised in other comprehensive income in 2025 and 2024.

Deferred tax asset and liability were estimated at 17% rate in Lithuania as at 31 December 2025.

The movement in deferred tax assets and liabilities of the Group during 2025 is as follows:

Recognised in

	Balance as at 31	the income	Transfer of	Balance as at 31
	December 2024	statement	tax losses	December 2025
Deferred tax asset
Tax loss carry forward for indefinite period of time	714	(171)	(180)	363
Receivables	-	-	-	-
Accruals	229	287	-	516
Lease liabilities	102	192	-	294
Investments at fair value through profit and loss	-	1	-	1
Recognised deferred tax asset	1,045	309	(180)	1,174
Asset netted with liability of the same legal entities	(743)	449	-	(294)
Deferred tax asset, net	302	758	(180)	880
Deferred tax liability
Property, plant and equipment (right of use assets)	(94)	(200)	-	(294)
Investments at fair value through profit or loss	(6,236)	6,236	-	-
Investments into subsidiaries	(331)	(155)	-	(486)
Deferred tax liability	(6,661)	5,881	-	(780)
Liability netted with asset of the same legal entities	743	(449)	-	294
Deferred tax liability, net	(5,918)	5,432	-	(486)
Deferred tax, net	(5,616)	6,190	(180)	394

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

6 Income tax (cont’d)

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 2025

(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 2025 is as follows:

			Transfer of
			tax losses
	Balance as at	Recognised in the	(including	Balance as at
	31 December 2024	income statement	accruals)	31 December 2025
Deferred tax asset
Tax loss carry forward for indefinite period of time	533	174	(344)	363
Lease liabilities	6	16	-	22
Recognised deferred tax asset	539	190	(344)	385
Asset netted with liability of the same legal
entities	(539)	517	-	(22)
Deferred tax asset, net	-	707	(344)	363
Deferred tax liability
Property, plant and equipment (right of use
assets)	(5)	(17)	-	(22)
Investments at fair value through profit or loss	(6,121)	6,121	-	-
Deferred tax liability	(6,126)	6,104	-	(22)
Liability netted with asset of the same legal
entities	539	(517)	-	22
Deferred tax liability, net	(5,587)	5,587	-	-
Deferred tax, net	(5,587)	6,294	(344)	363

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)

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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
	2025	2024	2025	2024
Profit before income tax	41,602	47,521	40,810	47,078
Tax calculated at the tax rate of 16 %	(6,656)	(7,128)	(6,530)	(7,062)
Non-taxable income - dividend income	2,456	4,169	2,437	4,154
Non-taxable income (expenses) – changes in fair value of financial
assets	4,176	603	3,889	541
Non-taxable income (expenses) – impact of equity method	-	-	587	184
Other tax non-deductible (expenses) / non-taxable income	(572)	(416)	(220)	(162)
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	-	-	-	-
Derecognition of deferred tax liabilities as the temporary difference
ceased to exist*	6,101	-	6,121	-
Change in tax rates	40	(330)	10	(349)
Other	(43)	(35)	-	-
Income tax credit (expenses) recorded in the income statement	5,502	(3,137)	6,294	(2,694)

* The Company has held more than 10% of the shares of AB Artea Bankas more than two years and therefore, its sale became

non-taxable. This is main reason, why the temporary difference ceases to exist and deferred tax liabilities are derecognised.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025 and 2024 was as follows:

Calculation of weighted average for the year	Number of shares	Par value		Issued/365 Weighted average
2025	(thousand)	(EUR)	(days)	(thousand)
Shares issued as at 31 December 2024	12,017	0.29	365/365	12,017
Sale of own shares as at 18 June 2025	42	0.29	196/365	23
Shares issued as at 31 December 2025	12,059	-	-	12,040

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

The following table reflects the income and share data used in the basic earnings per share computations:

	Group		Company
	2025	2024	2025	2024
Net profit, attributable to the equity holders of the parent	47,104	44,384	47,104	44,384
Weighted average number of ordinary shares (thousand)	12,040	12,023	12,040	12,023
Basic earnings per share (EUR)	3.91	3.69	3.91	3.69

The following table reflects the share data used in the diluted earnings per share computations in 2025:

			Number of	shares Issued/365 Weighted average
			(thousand) (days)	(thousand)
Weighted average number of ordinary shares for basic earnings per share		-	-	12,040
Potential dilutive shares from share-based payment (granted on 31 May
2022	,in June 2025 share options exercised by transfer of own shares)	42	169/365	19
Potential dilutive shares from share-based payment (granted on 12 June
2023)		349	365/365	349
Potential dilutive shares from share-based payment (granted on 30 April
2024)		9	365/365	9
Potential dilutive shares from share-based payment (granted on 28 May
2024)		24	365/365	24
Potential dilutive shares from share-based payment (granted on 22 May
2025)		24	223/365	15
Weighted average number of ordinary shares for diluted earnings per share		-	-	12,456

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 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, Potential dilutive shares from share-based payment (granted on 31 May	on 21 June 2024 share options exercised by issue of new shares)	64	173/366	30
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

The following table reflects the income data used in the diluted earnings per share computations in 2025 and 2024:

	Group		Company
	2025	2024	2025	2024
Net profit, attributable to the equity holders of the parent	47,104	44,384	47,104	44,384
Weighted average number of ordinary and potential shares
(thousand)	12,456	12,380	12,456	12,380
Diluted earnings per share (EUR)	3.78	3.59	3.78	3.59

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.

A dividend in respect of the year ended 31 December 2024 of EUR 1.25 per share, amounting to a total dividend of EUR 15,021

thousand, was approved at the annual general meeting on 30 April 2025.

Changes in liabilities arising from financing activities (dividends) are presented in the table below:

	Group/Company
	Dividends payable
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
Dividends paid to equity holders of the parent		(14,697)
Approved dividends		15,021
As at 31 December 2025		1,070

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 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
Additions	1,641		64	1,705
Disposals and write-offs	-		(5)	(5)
To held for sale	-		-	-
Balance as at 31 December 2025	3,967		944	4,911
Accumulated depreciation:
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
Charge for the year	529		116	645
Disposals and write-offs	-		(4)	(4)
To held for sale	-		-	-
Balance as at 31 December 2025	2,131		722	2,853
Net book value as at 31 December 2024	724		275	999
Net book value as at 31 December 2025	1,836		222	2,058

Company	Right-of-use assets	Other property, plant and
	(leased premises)	equipment		Total
Cost:
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
Additions	122		2	124
Disposals and write-offs	-		-	-
Balance as at 31 December 2025	283		105	388
Accumulated depreciation:
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
Charge for the year	26		1	27
Disposals and write-offs	-		-	-
Balance as at 31 December 2025	154		102	256
Net book value as at 31 December 2024	33		2	35
Net book value as at 31 December 2025	129		3	132

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025 amounts to EUR 645

thousand and EUR 27 thousand, respectively (in the year 2024 EUR 678 thousand and EUR 27 thousand, respectively). The

Group’s and the Company’s property, plant and equipment as at 31 December 2025 and 2024 did not have any encumbrances.

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 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
Additions	-	-	28	28
Disposals and write-offs	-	-	-	-
Balance as at 31 December 2025	14	1,154	368	1,536
Accumulated amortisation:
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
Charge for the year	-	-	42	42
Impairment	-	-	-	-
Disposals and write-offs	-	-	-	-
Other	-	-	-	-
Balance as at 31 December 2025	-	1,154	307	1,461
Net book value as at 31 December 2024	14	-	75	89
Net book value as at 31 December 2025	14	-	61	75

The amortisation charge of the Group’s intangible assets for the year ended 31 December 2025 amounts to EUR 42 thousand (in

the year 2024 EUR 175 thousand).

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

11. Financial instruments by category

Group	Financial assets at	Assets at fair value
31 December 2025	amortised cost	through the profit or loss	Total
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	26,488	26,488
Investments into associates	-	36,190	36,190
Other non-current receivables	20	-	20
Trade and other receivables short term excluding
tax receivables	2,809	-	2,809
Financial assets at fair value through profit and loss	-	181,752	181,752
Other financial assets at amortised cost	11,004	-	11,004
Cash and cash equivalents	11,626	-	11,626
Total	25,459	244,430	269,889

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
Cash and cash equivalents	5,421	-	5,421
Total	8,834	235,969	244,803

Group

		31 December 2025		31 December 2024
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)	10,033	-	10,031	-
Trade payables	308	-	258	-
Lease liabilities	1,849	-	788	-
Other current payables excluding tax
payables and employee benefit payables	1,248	-	5,687	-
Total	13,438	-	16,764	-

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

11 Financial instruments by category (cont’d)

	Financial assets at	Assets at fair value
Company	amortised cost	through the profit or loss	Total
31 December 2025
Assets as per statement of financial position
Investments into unconsolidated subsidiaries	-	26,488	26,488
Investments into associates	-	36,190	36,190
Current trade and other receivables	166	-	166
Financial assets at fair value through profit or loss	-	175,753	175,753
Other financial assets at amortised cost	11,004	-	11,004
Cash and cash equivalents	1,082	-	1,082
Total	12,252	238,431	250,683

	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
Current 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

Company

	31 December		31 December
	2025	2024
Liabilities as per statement of financial position	Financial liabilities at amortised
		cost
Borrowings	10,033	10,031
Lease liabilities	131	38
Trade payables	37	8
Other current payables excluding tax payables and employee benefit payables	1,094	7,528
Total	11,295	17,605

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025 and 2024 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 2025 and 2024 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 2025 and 2024 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 2025 and

2024 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.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025 and 12 peers are selected in 2024) 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 2025:

Profile of activities	Fair value	Valuation technique	Inputs	Values of inputs
		Fair value of net assets	EBITDA margin	9%-18% and 14-
		determined by using		21%
Agriculture (UAB Litagra)	28,310	combination of	Discount rate	9.26% and 9.58%
(Level 3)		discounted cash flows	Terminal growth rate	1%
		and sales comparison	Average value of 1 ha of land,
		method		7,393
			EUR
			P/BV	1.66
			P/E	8.62
	26,415	Comparable companies	Net profit, EUR million	101.8
		in the market	Equity, EUR million	478.7
Investment entity (UAB MD			Discount for lack of
partners, investment into MAIB			marketability and country and	58%
(banking activities)) (Level 3)			MAIB risk*
Investment entity (UAB Cedus	7	Fair value of net assets	-	-
Invest) (Level 2)
Dormant SPEs (Level 2)	66	Fair value of net assets	-	-
		Fair value of net assets	Discount rate	9.79%-13.96%
	43,996	determined by using	Terminal growth rate	2%-2.5%
		discounted cash flows	EBITDA margin	(4.8)%-24.8%
BSGF (Level 3)	1,308	Fair value of net	-	-
PEF II (Level 3)		assets**
INVL Sustainable Timberland
and Farmland Fund II		Fair value of net assets	Discount rate
(investment is held by	2,139	determined by using		5.8-6.5%
consolidated subsidiary)		discounted cash flows	Annual inflation rate	2%
(Level 3)		Fair value of net assets	Discount rate	7.42-9.20%
INVL Renewable Energy Fund I	1,212	determined by using	Annual inflation rate	2-2.5%
(Level 3)		discounted cash flows

*In 2025 the discount for lack of marketability and political risk of MAIB and of country has been increased to 58%. Despite

strong financial performance of MAIB and rising peer multiple, persistent political uncertainty, geopolitical risks and market

illiquidity are amongst key factors explaining the increased discount relative to EU peers, whose valuations have risen compared

to 2024.

**The investments of PEF II were acquired from independent third parties shortly before the reporting date. The purchase

consideration represents the best evidence of the investments’ fair value in accordance with IFRS 13, as the transaction was an

orderly arm’s‑length exchange between market participants. No new information has arisen that would indicate that the

acquisition‑date fair value differs from fair value at the reporting date. Accordingly, no separate valuation has been performed and

no valuation inputs have been applied.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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, 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		7,015
			EUR
			P/BV	1.23
			P/E	6.32
	22,364	Comparable companies	Net profit, EUR million	72.5
		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	Annual inflation rate	2%
(Level 3)		discounted cash flows

*In 2024 the discount for lack of marketability and political risk of MAIB and the country has been not changed. Management

expects to complete a sale transaction in 2025. However, no agreements have yet been signed.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025	As at 31 December 2024
		+/- (absolute
	Change in average	value/bps/%)
Agriculture (UAB	value of 1 ha of land	1%	143/(143)	136/(136)
Litagra)	Discount rate	100 bps	(2,929)/3,710	(2,555)/3,216
(Level 3)	Terminal growth rate	50 bps	1,248/(1,108)	1,063/(946)
Investment entity	P/BV	0.1	759/(759)	897/(932)
(UAB MD partners,	P/E	0.5	800/(800)	783/(818)
investment into MAIB	Net profit, EUR
(banking activities))	thousand	5%	823/(823)	582/(618)
(Level 3)	Discount for lack of
	marketability and
	country risk	100 bps	(621)/621	(351)/316
	Discount rate	200 bps	(13,389)/19,888	(12,338)/17,418
BSGF (Level 3)	Terminal growth rate	100 bps	5,770/(10,795)	5,228/(4,568)
INVL Sustainable	EBITDA margin	100 bps	6,757/(6,913)	6,060/(6,189)
Timberland and Farmland Fund II	Discount rate	100 bps	(941)/5,082	(146)/2,098
(investment is held by consolidated
subsidiary) (Level 3)	Annual inflation rate	100 bps	4,806/(901)	2,162/(151)
INVL Renewable	Discount rate	100 bps	(430)/3,948	(360)/4,532
Energy Fund I (Level 3)	Annual inflation rate	100 bps	4,810/(529)	4,700/(388)

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 2025:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	26,415	26,415
- Other activities	-	73	-	73
Associates
- Agriculture (including granted loans)	-	-	28,310	28,310
- Real estate (including granted loans)	6,196	-	1,684	7,880
Financial assets at fair value through profit or loss
- Information technology	8,093	-	-	8,093
- Bank sector	122,571	-	-	122,571
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	1,305	49,336	50,641
Total Assets	136,860	1,380	106,190	244,430
Liabilities	-	-	-	-

The following table presents the Company’s assets and liabilities that are measured at fair value at 31 December 2025:

	Level 1	Level 2	Level 3	Total balance
Assets
Unconsolidated subsidiaries
- Bank sector	-	-	26,415	26,415
- Other activities	-	73	-	73
Associates
- Agriculture (including granted loans)	-	-	28,310	28,310
- Real estate (including granted loans)	6,196	-	1,684	7,880
Financial assets at fair value through profit or loss
- Information technology	7,232	-	-	7,232
- Bank sector	122,571	-	-	122,571
- Other ordinary shares	-	2	445	447
- Collective investment undertakings –
funds	-	-	45,503	45,503
Total Assets	135,999	75	102,357	238,431
Liabilities	-	-	-	-

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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	-	-	-	-

During 2025 and 2024, 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 2025

(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

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 2025:

					Collective
		Bank sector	Other	Real	investment
	Agriculture	(MAIB)	activities	estate	undertakings	Total
Balance at 31 December 2024	24,483	22,364	445	-	61,925	109,217
Gains and losses recognised in profit or loss (within ‘Net changes in fair value of financial assets at fair value through profit or loss’)	5,361	4,051	-	-	2,608	12,020
Loans granted	-	-	-	1,600	-	1,600
Interest charged	116	-	-	84	-	200
Loans repaid and interest paid	(1,650)	-	-	-	-	(1,650)
Acquisition	-	-	-	-	2,130	2,130
Disposal	-	-	-	-	(17,327)	(17,327)
Balance at 31 December 2025	28,310	26,415	445	1,684	49,336	106,190
Change in unrealised gains or losses
for the period included in profit or loss
for assets held at the end of the reporting period	5,361	4,051	-	-	2,608	12,020

The following table presents the changes in Level 3 instruments of the Company for the period ended 31 December 2025:

					Collective
		Bank sector	Other	Real	investment
	Agriculture	(MAIB)	activities	estate	undertakings	Total
Balance at 31 December 2024	24,483	22,364	445	-	58,817	106,109
Gains and losses recognised in profit or loss (within ‘Net changes in fair value of financial assets at fair value through profit or loss’)	5,361	4,051	-	-	1,966	11,378
Loans granted	-	-	-	1,600	-	1,600
Interest charged	116	-	-	84	-	200
Loans repaid and interest paid	(1,650)	-	-	-	-	(1,650)
Acquisition	-	-	-	-	1,916	1,916
Disposal	-	-	-	-	(17,196)	(17,196)
Balance at 31 December 2025	28,310	26,415	445	1,684	45,503	102,357
Change in unrealised gains or losses
for the period included in profit or loss
for assets held at the end of the reporting period	5,361	4,051	-	-	1,966	11,378

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(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 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 to UAB Litagra 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 2025

(all amounts are in EUR thousand unless otherwise stated)

13. Financial assets at fair value through profit or loss

	Group			Company
	2025	2024	2025	2024
Financial assets at fair value through profit or loss (excluding held-for- trading)
Ordinary shares – quoted	130,665	115,617	129,804	113,251
Investment funds units	50,640	63,163	45,502	58,817
Ordinary shares - unquoted	447	447	447	447
Total financial assets at fair value through profit or loss	181,752	179,227	175,753	172,515
Non-current financial assets at fair value through profit or loss	180,447	177,989	175,753	172,515
Current financial assets at fair value through profit or loss	1,305	1,238	-	-

Investing in AB Artea 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 Artea 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 Artea 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 Artea 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 Artea 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 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 Artea bankas for EUR 1,367 thousand. In

2025 the Group through consolidated subsidiary sold 0.3% shares of AB Artea bankas for EUR 1,760 thousand.

At 31 December 2025 the Group owned 19.94% of the shares of AB Artea Bankas.

As at 31 December 2024 5,886,420 shares of AB Artea Bankas, owned by the Company was pledged to EBRD to secure obligation

of mentioned above agreement (as at 31 December 2024 carrying amount – EUR 4,850 thousand). In 2025 the pledge is released.

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 2024 the Company has transferred EUR 1,915 thousand

of cash into BSGF. In 2025 the Company received in cash EUR 17,196 thousand from redemption of fund units of BSGF. BSGF

closed two sale deals of its investments and distributed free funds to its investors. All initial investment amount was returned to

the investors. As at 31 December 2025 the outstanding capital commitment to BSGF is EUR 4,172 thousand.

Investing into a closed-end private equity fund INVL Private Equity Fund II

In 2025 the Company has signed a Subscription agreement relating to INVL Private Equity Fund II (hereinafter PEFII), a closed-

end private equity investment fund for informed investors managed by consolidated subsidiary UAB INVL Asset Management.

Invalda INVL has committed to invest EUR 34.155 thousand in PEFII INVL Private Equity Fund II, This represents 8.3 percent of

the total fund size (410 million). It is expected that funds will be called to the aforementioned fund in stages for the execution of

specific transactions. PEFII 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.

During 2025 the Company has transferred EUR 1,916 thousand of cash into PEFII.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

13 Financial assets at fair value through profit or loss (cont’d)

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 2025 the Group and the Company have additionally invested

EUR 214 thousand and EUR nil 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. In 2025 the Group has received EUR 31 thousand

from redemption of funds units (excluded PEFII mentioned above).

14. Trade, other receivables and contract assets

	Group		Company
	2025	2024	2025	2024
Trade and other receivables, gross	2,809	3,395	166	9
Dividends receivable (including receivable form share capital
decrease)	-	-	-	-
Taxes receivable, gross	125	30	-	-
Contract assets	972	832	-	-
Less: allowance for doubtful trade and other receivables	-	-	-	-
	3,906	4,257	166	9

Changes in allowance for doubtful trade and other receivables for the year 2025 and 2024 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 24.

There any movements in the allowance for accounts receivable of 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 2025

(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 2025
Trade and other receivables, gross	2,623	22	80	28	56	2,809
Contract assets	972	-	-	-	-	972
Expected credit losses	-	-	-	-	-	-
Trade and other receivable and contract assets net of expected credit
losses	3,595	22	80	28	56	3,781
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 contract assets net of expected credit
losses	4,034	3	142	47	1	4,227

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 2025
Trade and other receivables, gross	166	-	-	-	-	166
Expected credit losses	-	-	-	-	-	-
Trade and other receivable net of expected credit losses	166	-	-	-	-	166
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

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

15. Cash and cash equivalents and term deposits

	Group		Company
	2025	2024	2025	2024
Cash at bank	11,626	5,421	1,082	2,467
	11,626	5,421	1,082	2,467

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.

As at 31 December 2025 and 2024, the Group and the Company held former term deposits with the bankrupt AB bank Snoras

with original maturities of more than 3 months, for which impairment was recognized in full. As a result of the application of IFRS

9, they were written off as at 1 January 2018; however, enforcement activities continue to be pursued in respect of these balances

(gross amount: EUR 3,122 thousand).

As at 31 December 2025 the Group has EUR 11,004 thousand term deposits at bank (EUR 6,004 thousand in Prime-1 rating

bank and EUR 5,000 in Prime-2 rating bank).

All cash balances and term deposits at the reporting date have a low credit risk, and the impairment loss determined based on

12-month expected credit losses is immaterial.

The credit quality of cash can be assessed by reference to external credit ratings of the banks:

	Group		Company
	2025	2024	2025	2024
Moody’s ratings
Prime-1	9,703	4,080	417	1,253
Prime-2	1,923	1,341	665	1,214
Prime-3	-	-	-	-
	11,626	5,421	1,082	2,467

16. Share capital, share premium and own shares

The total authorised number of ordinary shares is 12,299,375 (as of 31 December 2024: 12,299,375 shares) with a par value of

EUR 0.29 per share. All issued shares are fully paid.

Changes during 2025

On 18 June 2025 41,678 units of the Company’s own shares were transferred free of charge to the Group employees exercising

share options granted in 2022. The acquisition cost of the sold own shares amounted to EUR 253 thousand. The reserve for the

acquisition of own shares was reduced by the loss on disposals of own shares (EUR 253 thousand).

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

amounts to EUR 3,566,818.75. 65,070 ordinary registered shares with an issue price of EUR 0.29 were issued. 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 by 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 2025

(all amounts are in EUR thousand unless otherwise stated)

17. Reserves and share-based payments

The movements in legal and other reserves are as follows:

Group

		Reserve for the
		acquisition of own	Reserve for the grant
	Legal reserve	shares	of shares	Total
As at 31 December 2023	950	10,817	889	12,656
Transfer to reserves	78	-	-	78
Share-based payments	-	-	-	-
Increase of share capital (share
option exercised)	-	-	(3)	(3)
As at 31 December 2024	1,028	10,817	886	12,731
Transfer to reserves	-	-	-	-
Share-based payments	-	-	-	-
Disposals of own shares (share
option exercised)	-	(253)	-	(253)
As at 31 December 2025	1,028	10,564	886	12,478

Reserves of the Company are the same as in the Group, except the legal reserve, which amounted to EUR 473 thousand as at

31 December 2024 and 2025.

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 2025

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves and share-based payments (cont’d)

Share-based payments

The share-based payment equity part 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 and 2024.

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
	2025	2024
Balance as at 1 January		364	272
Granted during year		24	33
Change in estimation of quantity of long-term incentive program		76	124
Forfeited		(1)	-
Exercised		(42)	(65)
Balance as at 31 December		421	364
Vested and exercisable at 31 December		401	98

In June 2025 the Group employees exercised share options granted in May 2022 by transferring own shares of the Company free

of charge. Exercise price was decreased from EUR 1 to EUR 0 to reflect approved and paid dividends of EUR 1.35 per share. In

order to maintain economic logic, the number of shares transferred was increased. The share price at the date of exercise of

share options was EUR 19.5.

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.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves and share-based payments (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 2025

		Share					Fair value
		options,	Share		Expected	Risk-free	of share
	Expiry date	thousand	price	Volatility	dividend yield	interest rate	option
Granted on 12 June 2023	12 June 2026	364	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
Granted on 22 May 2025	22 May 2028	24	19.30	29.43%	0%	1.910%	19.30
Total	-	421	-	-	-	-	-

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

In 2025 and 2024 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 2025 and 2024 the Group recognized EUR 1,660

thousand and EUR 1,321 thousand of expenses from equity settled share-based payment transaction, respectively. In 2025 and

2024 on the Group level liability of EUR 418 thousand and EUR 278 thousand was reclassified to the share based payment

reserve, respectively, when employees choose share option instead of cash alternative. In 2025 and 2024 the Group has

recognised EUR 2,988 thousand and 1,019 EUR thousand from cash alternative of share based payment transaction. In 2025 the

Company has recognised EUR 1,356 thousand of expenses and EUR 722 thousand as additional investment to consolidated

subsidiaries. In 2024 the Company has recognised EUR 1,067 thousand of expenses and EUR 532 thousand as additional

investment to consolidated subsidiaries. The unrecognised liability from cash alternative of share-based payment arrangement

for unvested service condition amounted to EUR 553 thousand (2024: EUR 177 thousand). The unrecognised expenses from

equity settled share-based payment transaction for unvested service condition amounted to EUR 70 thousand (2024: EUR 897

thousand).

Share option based on shares of consolidated subsidiary

In December 2024 the consolidated subsidiary UAB INVL Financial 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 2025 is: 222 share options, from which vested is 74 (2024: 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 2025

(all amounts are in EUR thousand unless otherwise stated)

17 Reserves and share-based payments (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 and		Share		Expected	Risk-free	Fair value of
2025	Expiry date	price	Volatility			dividend yield interest rate share option
Granted on 16 December 2024	30 June 2028	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. In 2024 the Group recognised EUR 177 thousand of expenses from share

option based on shares of consolidated subsidiary with credit entry in non-controlling interests and in 2025 the Group recognised

EUR 68 thousand reversal of expenses. The unrecognised expenses from these share based payment transactions amounted to

EUR 105 thousand (2024: 234 thousand).

18. Borrowings

The borrowings are presented in the table below:

	Group		Company
Non-current:	2025	2024	2025	2024
Issued bonds	10,000	10,000	10,000	10,000
Non-current bank borrowings	-	-	-	-
Current:	10,000	10,000	10,000	10,000
Bonds interest	33	31	33	31
Current bank borrowings	-	-	-	-
	33	31	33	31
Total borrowings	10,033	10,031	10,033	10,031

All borrowings are expressed in EUR. The carrying amounts of assets pledged to the banks to secure the repayment of borrowings

and issued bonds are as follows:

	Group		Company
	2025	2024	2025	2024
Financial assets at fair value through profit or loss	27,318	41,076	27,318	41,076
Cash	-	-	-	-

Weighted average effective interest rates of borrowings during the year:

		Group		Company
	2025		2024	2025	2024
Borrowings		7%	7.11%	7%	7.11%

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 Artea 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 Artea Bankas are

pledged. The offering of bonds was organized by AB Artea 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 2025

(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 23):

Borrowings

Group
	2025	2024
As at 1 January	10,031	4,900
Proceeds from borrowings	-	6,750
Repayment of borrowings	-	(11,650)
Issue of bonds	-	10,000
Interest paid	(700)	(500)
Total changes from financing cash flows	(700)	4,600
Interest expenses	702	531
As at 31 December	10,033	10,031

Company	Borrowings
	2025	2024
As at 1 January	10,031	4,900
Proceeds from borrowings	1,900	6,750
Repayment of borrowings	(1,900)	(11,650)
Issue of bonds	-	10,000
Interest paid	(704)	(500)
Total changes from financing cash flows	(704)	4,600
Interest expenses	706	531
As at 31 December	10,033	10,031

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. 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 24.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

20. Other liabilities

The other current and non-current liabilities are presented in the table below:

	Group		Company
Financial liabilities	2025	2024	2025	2024
Dividends payable	1,070	746	1,070	746
Other amounts payable	178	4,941	24	6,782
Non – financial liabilities	1,248	5,687	1,094	7,528
Salaries, bonus plans (excluding cash alternative of share-based
payment arrangement) and social security payable	1,050	1,059	109	167
Cash alternative of share-based payment arrangement and social
security payable	3,109	1,538	-	-
Tax payable	48	55	1	1
	4,207	2,652	110	168
Total other current and non-current liabilities	5,455	8,339	1,204	7,696
Non-current liabilities	1,013	178	-	-
Current liabilities	4,442	8,161	1,204	7,696

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 were 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 2025

(all amounts are in EUR thousand unless otherwise stated)

21. Financial risk management

21.1. 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 2025

and as ‘financial assets at fair value through profit or loss’ in 2024 are their carrying amounts (EUR 2,013 thousand as at 31

December 2025 and EUR 1,863 thousand as at 31 December 2024). 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
	2025	2024	2025	2024
Trade and other receivables	2,809	3,395	166	9
Loans granted	2,013	1,863	2,013	1,863
Cash at bank	11,626	5,421	1,082	2,467
	16,448	10,679	3,261	4,339

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

21 Financial risk management (cont’d)

21.1 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. As 31 December 2024 and 2025 the Group and the Company did not have

debt obligation with floating interest rates and the owned bonds.

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
	2025	2024	2025	2024
OMXBBGI	28,807	26,274	28,737	25,825

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 2025 and 2024 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 2025

(all amounts are in EUR thousand unless otherwise stated)

21 Financial risk management (cont’d)

21.1 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 2025 and 2024 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	10,350	-	11,050
Lease liabilities	-	156	301	1,510	96	2,063
Trade and other payables	-	308	-	-	-	308
Other liabilities	1,070	174	-	-	-	1,244
Balance as at 31 December 2025	1,070	638	1,001	11,860	96	14,665
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

The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2025 and 2024 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	10,350	-	11,050
Financial lease liabilities	-	8	21	111	7	147
Trade and other payables	-	37	-	-	-	37
Other current liabilities	1,070	24	-	-	-	1,094
Balance as at 31 December 2025	1,070	69	721	10,461	7	12,328
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

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

21 Financial risk management (cont’d)

21.1 Financial risk factors (cont’d)

Liquidity risk (cont’d)

The Group’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2025 was approximately 5.37 (1.26 as

at 31 December 2024). The Company’s liquidity ratio as at 31 December 2025 was approximately 9.69 (0.36 as at 31 December

2024). 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 26), remaining part were set off against distributed dividends for year of 2024

from INVL Life UAB (EUR 4,757 thousand).

21.2. 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 2025 and 2024.

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 2025 and 2024 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 2025 and 2024 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, 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: 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 2025 and 2024 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 has to ensure that capital adequacy ratio on the Group level is at least 100%. The requirements

are applied on the Group level from 2024. As at 31 December 2025 and 2024 the Company complied with these requirements.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

22. Commitments and contingencies

Commitments to invest

As at 31 December 2025 the outstanding commitment of the Company to invest to BSGF amounted to EUR 4,172 thousand and

to PEFII is amounted to EUR 32,239 thousand.

As at 31 December 2024 the outstanding commitment of the Company to invest to BSGF amounted to EUR 3,391 thousand.

As at 31 December 2025 the outstanding commitment of the Group to invest to funds amounted to EUR 36,811 thousand.

As at 31 December 2024 the outstanding commitment of the Group to invest to funds amounted to EUR 3,650 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 2025

(all amounts are in EUR thousand unless otherwise stated)

23. Lease

The Company has lease contract for premises and parking spaces. The lease term was extended from 31 March 2026 until 31

March 2031. 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 2028 and 2031, 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 Artea 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 are disclosed in Note 9. The maturity analysis of leases

liabilities is disclosed in Note 21.1 (section liquidity risk).

The following is the amounts recognised in profit or loss in 2025:

	Group	Company
Depreciation charge for right-of-use assets	(529)	(26)
Interest expenses (included in finance cost)	(47)	(2)
Expense relating to short-term lease	(4)	-

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)	-

Changes in liabilities arising from financing activities (lease liabilities) are presented in the table below:

	Group	Company
As at 1 January 2024	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
Lease payments	(580)	(29)
Interest paid	(47)	(2)
Interest expenses	47	2
Addition	1,641	122
Derecognition	-	-
As at 31 December 2025	1,849	131

The Group does not have any lease contracts that have not yet commenced at 31 December 2024 and 2025.

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

24. 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 2025 and 2024 were unconsolidated subsidiaries, associates, the shareholders of the

Company, who have joint control or significant 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 2025 and balances as at 31 December 2025 were as follows:

2025

		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	7,123	-	-	-
Accounting services	8	-	-	-
Acquisition or disposals of investments	-	-	-	-
Transfer of tax losses	-	-	-	-
Other	-	-	-	-
	7,131	-	-	-

Transactions of the Group with associates in 2025 and balances as at 31 December 2025 were as follows:

2025

	Revenue and
Group	other income from	Purchases from		Receivables from	Payables to
	related parties	related parties		related parties	related parties
Loans and borrowings	200		-	2,013		-
Dividends	170		-	-		-
Management and success fees	618		-	20		-
Accounting services	41		-	-		-
Other services	6		-	-		-
	1,035		-	2,033		-

Transactions of the Group with other related parties in 2025 and balances as at 31 December 2025 were as follows:

2025	Revenue and
Group	other income from	Purchases from	Receivables from	Payables to
	related parties	related parties	related parties	related parties
Accounting services	73	-	-		-
The group of UTIB INVL Technology
(information technology maintenance
services)	-	257	-		17
The group of AB INVL Baltic Farmland (land
administration services)	108	-	62		30
Management fee	844	-	221		-
Other services or compensation	20	-	-		-
	1,045	257	283		47

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

24 Related party transactions (cont’d)

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 2025

(all amounts are in EUR thousand unless otherwise stated)

24 Related party transactions (cont’d)

The Company’s related parties were the subsidiaries, associates, joint ventures, shareholders, who have joint control or significant

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 2025 and balances as at 31 December 2025 were as follows:

2025

	Revenue and
Company	other income from	Purchases from		Receivables from	Payables to
	related parties	related parties		related parties	related parties
Loans and borrowings	-		4	-		-
Dividends	8,706		-	-		-
Transfer of tax losses	179		-	-		-
Other services	28		-	-		-
	8,913		4	-		-

Transactions of the Company with associates in 2025 and balances as at 31 December 2025 were as follows:

2025

	Revenue and
Company	other income from
	related	Purchases from		Receivables from	Payables to
	Parties	related parties		related parties	related parties
Loans and borrowings	200		-	2,013		-
Dividends	170		-	-		-
Accounting services	3		-	-		-
Other services or compensation	3		-	-		-
	376		-	2,013		-

Transactions of the Company with other related parties in 2025 and balances as at 31 December 2025 were as follows:

2025

	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	3		-	-		-
Other services (insurance costs
compensation)	20		-	-		-
	23		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 2025

(all amounts are in EUR thousand unless otherwise stated)

24 Related party transactions (cont’d)

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

The movements of loans granted to associates were:

	Group		Company
	2025	2024	2025	2024
At 1 January	1,863	-	1,863	-
Loans granted during year	1,600	1,090	1,600	1,090
Loans repayment received	(1,425)	(800)	(1,425)	(800)
Loans granted, acquired from INVL Life UAB (offsetting)	-	1,548	-	1,548
Interest charged	200	33	200	33
Interest received	(225)	(8)	(225)	(8)
At 31 December	2,013	1,863	2,013	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 2025

(all amounts are in EUR thousand unless otherwise stated)

24 Related party transactions (cont’d)

Key management compensation and other payments

The management remuneration contains short-term employees’ benefits and share-based payments. In 2025 and 2024 key

management of the Company and Group includes CEO, Board members and Chief financial officer of the Company.

	Group		Company
	2025	2024	2025	2024
Wages, salaries and bonuses	331	330	280	279
Social security contributions	5	5	4	4
Share-based payments	1,309	1,031	1,309	1,031
Transfers to pension funds	20	25	20	25
Total key management compensation	1,665	1,391	1,613	1,339

There were no loans granted during the reporting period or outstanding at the end of the reporting period.

In 2025 to the Board members, which are shareholders of the Company, were paid EUR 1,219 thousand of dividends, net of tax.

To the entities, which are controlled by the Board members or CEO, were paid EUR 6,875 thousand of dividends, net of tax. To

the natural persons related to the Board members the Company paid EUR 3,446 thousand of dividends, net of tax.

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.

25. Remuneration to Auditor

		Group		Company
	2025		2024	2025	2024
The Group’s and the Company’s statutory audit fee		97	109	60	49
Audit fee for managed funds of the Group		190	119	-	-
Other assurance services		-	-	-	-
Tax advisory services		-	-	-	-
Translation services to the Group		2	4	-	-
Translation services to the managed funds of the Group		11	4	-	-
		300	236	60	49

From 2019 the Group’s and the Company’s statutory audit was performed by KPMG Baltics, UAB (Auditor).

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

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

(all amounts are in EUR thousand unless otherwise stated)

26. Events after the reporting period

On 12 March 2026 the Company entered into an agreement with Tesonet Global under which it sells 7,987,158 shares of AB

Artea Bankas, representing 1.22% of the bank’s share capital. On the closing date, the sale price will be calculated by taking

bank‘s share book value, determined according to the last publicly disclosed information as at the end of the reporting period,

multiplying it by the number of shares sold and a coefficient of 1.2x agreed by the parties, and adjusting for corporate actions that

occurred from the end of the reporting period until the closing date. The transaction will only be completed if Tesonet Global

receives regulatory and other necessary approvals (European Central Bank, Bank of Lithuania, etc.). The transaction is expected

to be completed until the end of the first quarter of 2027.

CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR 2025

Consolidated Annual Management Report for 2025 | 81

Translation note: This Annual Management Report is translated from the original Lithuanian version. Although all reasonable

efforts have been made to ensure accuracy, the original Lithuanian text shall prevail in the event of any inconsistency or

difference in interpretation.

CONTENTS

I. GENERAL INFORMATION ....................................................................................................... 83

1. General information about the Issuer and its group of companies .......................................... 83

2.Company’s philosophy and operating principles .................................................................... 84

II. FINANCIAL INFORMATION ................................................................................................... 85

3. Performance results of the issuer and the group .................................................................. 85

4. Information on the group’s activities .................................................................................. 86

5. Business environment ...................................................................................................... 87

6. Estimation of Issuer’s and Group’s activity last year and activity plans ................................... 89

III. INFORMATION ABOUT SECURITIES ..................................................................................... 90

7. Information about Issuer’s authorised capital ...................................................................... 90

8. The order of amendment of Issuer’s Articles of Association ................................................... 92

9. Shareholders ................................................................................................................... 92

10. Dividends ...................................................................................................................... 95

11. Trading in Issuer’s securities as well as securities of the group companies’ ............................ 96

12. Information about debt securities.................................................................................... 99

IV. ISSUER’S MANAGING AND SUPERVISORY BODIES ............................................................... 100

13. Management structure, authorities, the procedure for appointment and replacement ........... 100

14. Information about members of the Board, CEO and CFO of the Company ............................ 103

15. Information about the Audit Committee of the company ................................................... 106

16. Information on the Nomination and Remuneration and Business Development Committees ... 108

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 ................................................................. 108

V. OTHER INFORMATION ....................................................................................................... 110

18. Agreements with intermediaries on public trading in securities .......................................... 110

19. Information on Issuer’s branches and representative offices .............................................. 110

20. Risk management ........................................................................................................ 110

21. Issuer’s and its group companies’ non – financial results. Information related to social responsibility,

environment and employees ............................................................................................... 112

22. Memberships in associations ......................................................................................... 115

23. Information on harmful transactions in which the issuer is a party ..................................... 116

24. Information on the related parties’ transactions ............................................................... 116

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 impact116

26. Significant investments made during the reporting period and after the end of the financial year116

27. References to and additional explanations of the data presented in the financial statements and

consolidated financial statements ........................................................................................ 117

28. Data on the publicly disclosed information....................................................................... 117

29. Information on audit company ....................................................................................... 119

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS ...................... 120

APPENDIX 2. DISCLOSURE CONCERNING THE COMPLIANCE WITH THE GOVERNANCE CODE .......... 123

APPENDIX 3. COMPANY'S MANAGEMENT REPORT ...................................................................... 141

APPENDIX 4. REMUNERATION REPORT .................................................................................... 143

Consolidated Annual Management Report for 2025 | 82

CEO’S REVIEW

Darius Šulnis

In 2026, we will pursue

further strong organic

growth of the Invalda

INVL group's business, as

well as technological and

qualitative improvements

to our operational

activities. We are also

prepared to expand the

business by acquiring

local or regional market

participants.

Dear all,

2025 was a year of continued growth and strengthened client trust,

making it a successful year for both our clients and Invalda INVL

group.

We are living in a period when geopolitical and economic uncertainty

has become a new reality. In such a rapidly changing environment,

the ability to adapt to ongoing changes, seize emerging opportunities,

make decisions and execute them is particularly important. Consistent

work, diversification and effective liquidity management are key to

achieving our goals of preserving and growing our clients' wealth, as

well as increasing the value of the businesses and investments we

manage.

The past year was a good one for most of our clients. Thanks to their

trust and increasing investments, the total assets managed by our

group reached EUR 2.142 billion and grew by 26.4% year on year.

I would particularly like to highlight the launch of the INVL Private

Equity Fund II, our largest private equity fund. In 2025, it raised EUR

410 million and has already completed its first two acquisitions.

Meanwhile, its predecessor, the INVL Baltic Sea Growth Fund, has fully

returned invested capital and continues to increase the value of its

portfolio at a strong pace.

We remain open to new opportunities. In 2025, the INVL Defence

Infrastructure Fund I was established, to invest in the development of

the Rūdninkai training ground infrastructure. This is an important step

in expanding our group's activities in the infrastructure sector, where

demand in the region is growing rapidly.

We manage the assets entrusted to us with a focused strategy:

delivering competitive investment solutions where our expertise,

teams, and distinct advantages enable us to achieve targeted results.

At the same time, we provide our clients with access to the best global

investment opportunities. In today's environment, diversification and

a broad choice of alternatives remain especially important.

In 2025 we earned a profit of EUR 47.1 million and the company’s net

asset value was EUR 256.2 million at year-end.

In 2026, we will pursue further strong organic growth of the Invalda

INVL group's business, as well as technological and qualitative

improvements to our operational activities. We are also prepared to

expand the business by acquiring local or regional market participants.

On behalf of the entire group, I would like to thank our investors for

their trust, capital and high standards, our team for their high-

performance and dedication, and our shareholders for their consistent

support as we grow.

Sincerely,

Darius Šulnis

Chief Executive officer of Invalda INVL

Consolidated Annual Management Report for 2025 | 83

I. GENERAL INFORMATION

1. General information about the Issuer and its group of companies

Name of the Issuer and legal form

Akcinė bendrovė „Invalda INVL“, the public joint-stock

company

Code

121304349

LEI code

52990001IQUJ710GHH43

Contacts

Gynėjų g. 14, 01110 Vilnius, Lithuania

Tel. +370 5279 0601

info@invaldainvl.com

www.invaldainvl.com

Date and place of registration

20 March 1992. Register of Enterprise of Vilnius

are accumulated and stored

Company shareholders

(more in section 9)

Alvydas Banys directly and through a controlled company

UAB LJB investments – 32.60%

Darius Šulnis directly and through a controlled company UAB

Lucrum investicija – 26.15%

Irena Ona Mišeikienė – 24.78%

Indrė Mišeikytė – 1.93%

Company's own shares – 1.96%

Other minority shareholders – 12.86%

Executives of the company

(more in section 14)

Management Board members: Alvydas Banys, Indrė

Mišeikytė and Tomas Bubinas

Chief Executive Officer – Darius Šulnis

Chief Financial Officer – Raimondas Rajeckas

Authorised capital, EUR

3,566,818.75 EUR

Number of shares, units

12,299,375

Stock exchange

Nasdaq Vilnius

ISIN code

LT0000102279

Companies that form the strategic

business of the group

(more in Appendix I)

UAB INVL Asset Management

IPAS INVL Asset Management (Latvia)

AS INVL Atklātais pensiju fonds (Latvia)

UAB FMĮ INVL Financial Advisors

UAB INVL Farmland Management

INVL LUX GP1 S.a.r.l

Reporting period covered by this report

01/01/2025 – 31/12/2025

Consolidated Annual Management Report for 2025 | 84

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.

Our clients’ interests have guided our work from the start. 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 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.

What do we seek?

Invalda INVL group 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 form 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.

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 87.4 million to

its shareholders in dividends and share repurchases.

Invalda INVL’s experience in the private equity market

*Invalda INVL undertook not to invest in private equity assets that comply with the strategy of INVL Baltic Sea Growth Fund

and INVL Private Equity Fund II, and to conduct its main investment activity through those funds

Consolidated Annual Management Report for 2025 | 85

II. FINANCIAL INFORMATION

3. Performance results of the issuer and the group

Main items of financial statements

EUR thousand

Company

Group

2025

2024

2023

2025

2024

2023

Non-current assets

255,024

242,602

237,507

246,173

236,154

208,087

Current assets

12,573

2,799

4,342

28,375

11,516

10,377

Equity

256,192

222,041

178,030

256,301

222,218

178,030

Non-current liabilities

10,107

15,595

2,931

12,965

16,338

3,815

Current liabilities

1,298

7,765

60,888

5,282

9,114

36,619

Result before taxes

40,810

47,078

46,204

41,602

47,521

50,322

Net result

47,104

44,384

45,816

47,104

44,384

45,816

Net result attributable to

holders of the parent

Company

47,104

44,384

45,816

Calculation of the net asset value of Invalda INVL

EUR thousand

2025

2024

2023

Investments

254,529

242,567

237,446

Cash and cash equivalents, deposits

12,086

2,467

1,305

Other assets

982

367

3,098

Total assets

267,597

245,401

241,849

Liabilities

-11,405

-23,360

-63,819

Net asset value

256,192

222,041

178,030

Net asset value per share

21.25

18.48

14.83

Financial ratios

Company

Group

2025

2024

2023

2025

2024

2023

Return on Equity (ROE), %

19.70

22.19

29.67

19.69

22.18

29.66

Debt ratio

0.04

0.10

0.26

0.07

0.10

0.19

Debt – Equity ratio

0.04

0.11

0.36

0.07

0.11

0.23

Liquidity ratio

9.69

0.36

0.07

5.37

1.26

0.28

Earnings per share (EPS),

EUR

3.91

3.69

3.85

3.91

3.69

3.85

Price Earnings ratio (P/E)

6.03

5.09

3.09

6.03

5.09

3.09

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/

Consolidated Annual Management Report for 2025 | 86

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

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.

4. Information on the group’s activities

4.1. Strategic business: asset management

Invalda INVL manages asset management companies INVL Asset Management in Lithuania and Latvia, and

conducts private equity activities through its representative in Poland. Invalda INVL group also includes INVL

Financial Advisors, a financial brokerage firm operating under the INVL Family Office brand with offices in

Lithuania, Latvia, and Estonia, as well as a 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.

EUR million

Value

Revenue

Profit (loss)

2025

2024

2023

2025

2024

2023

2025

2024

2023

Core companies

of strategic

business (100%)

10.1*

6.6*

30.2*

20.3

14.1

16.8

8.8

17.8

39.4**

General Partner

investments

66.6

74.9

59.0

*equity method

**profit from transfer of retail business was included – EUR 29.8 million.

Consolidated Annual Management Report for 2025 | 87

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.

4.2. Legacy investments

Company

Share of votes controlled

Value, EUR million

Profit (loss) from investment,

EUR million

2025

2024

2023

2025

2024

2023

2025

2024

2023

19.94%

19.93%

18.45%

122.6

108.9

85.4

23.5

23.6

4.8

7.45%

7.92%

26.4

22.4

22.2

6.4

4.8

6.1

48.81%

28.3

24.5

19.3

5.5

3.3

(2.6)

5. Business environment

GDP Growth Trends and Forecasts

Lithuania's economy continued to grow in 2025. According to the macroeconomic forecasts published by the

Bank of Lithuania in December 2025, real GDP increased by 2.5% in 2025 — slightly below the September

forecast (2.7%). Economic growth was supported by recovering external demand, increasing household

Consolidated Annual Management Report for 2025 | 88

purchasing power, and investments driven by EU support fund inflows and the effects of easing monetary policy.

The Bank of Lithuania forecasts that real GDP will grow by 3.2% in 2026, the growth rate will slow to 2.3% in

2027, and will recover to 3.0% in 2028. Fluctuations will be primarily driven by domestic factors — the Pillar II

pension reform and increased defense spending.

Inflation and Monetary Policy

According to the Bank of Lithuania's December 2025 forecasts, the average annual inflation in Lithuania stood

at 3.5% in 2025. Inflation was driven by rising food and services prices, as well as tax changes. Inflation is

forecast to reach 3.1% in 2026, 2.6% in 2027, and 2.5% in 2028. During the first half of 2025, the ECB

Governing Council consistently eased monetary policy: the deposit facility interest rate was reduced four times

by 25 basis points each — to 2.75% on 30 January, to 2.50% on 6 March, to 2.25% on 17 April, and to 2.00%

on 5 June. In the second half of the year, the ECB Governing Council left the interest rate unchanged at 2.00%

(at the September, October, and December meetings). From the peak of 4.00% reached in 2023, interest rates

were reduced by a total of 200 basis points. According to the Eurosystem staff projections of December 2025,

headline inflation in the euro area is expected to average 2.1% in 2025, 1.9% in 2026, 1.8% in 2027, and 2.0%

in 2028.

Labour Market

Lithuania's labour market remained resilient in 2025. According to the Bank of Lithuania's December 2025

forecasts, the average wage increased by 8.4% in 2025 (compared to 10.4% in 2024). The unemployment rate

decreased to 6.9% at the beginning of 2025 — 1.3 percentage points lower than a year earlier. The Bank of

Lithuania forecasts that wages will grow by 9.1% in 2026, while the unemployment rate will decline to 6.6%;

in 2027–2028, the unemployment rate is expected to reach 6.5%.

Financial Markets Overview

Lending activity in 2025 was exceptionally strong. According to Bank of Lithuania data, lending to non-financial

corporations and households remained very robust in the fourth quarter of 2025 — Lithuania stood out among

euro area countries. In the third quarter, banks continued to actively lend to both households and businesses

— the total loan portfolio grew by EUR 2.1 billion over the quarter. As lending accelerated, the popularity of

fixed-rate loans among households also increased. Interest rates remained stable at year-end.

Baltic Stock Exchange

All-share indices (OMX Tallinn, OMX Riga, OMX Vilnius) are calculated separately for each Baltic stock exchange.

They include all companies listed on the Official and Secondary Lists of the Baltic stock exchanges, except for

companies in which a single shareholder holds 90% or more of the issued shares. These indices reflect the

market conditions and developments of each individual Baltic country or the combined Baltic securities market.

Baltic equity market dynamics

Index

31/12/2025

31/12/2024

+/- Change

OMX Tallinn

2,052.3

1,733

+18.4%

OMX Riga

925.6

869.3

+6.5%

OMX Vilnius

1,337.8

1,065.5

+25.6%

The year 2025 was considerably more favourable for Baltic equity markets than previous years — the OMX

Baltic Benchmark index rose by 19.2% over the year, compared to a mere 1.46% increase in 2024.

Nasdaq Baltic equity trading turnover recovered after three consecutive years of decline, reaching EUR 556

million — 41% more than in 2024, when turnover amounted to EUR 401 million. Over the year, approximately

968 thousand transactions were executed on the Baltic exchanges, with trading turnover totaling EUR 556

million (+41%). Bond trading turnover also grew significantly, reaching EUR 152 million (+52%), while 60 new

bond issues were admitted over the year — a record number in the 30-year history of the Baltic exchanges.

Impact on the Company

The operating environment in 2025 had a positive impact. Declining interest rates and increasingly active capital

markets created favorable conditions for funds’ portfolio investment value growth, while the recovery of Baltic

equity markets had a positive effect on the valuations of listed investments. Active lending and steady economic

growth contributed to a supportive environment for the portfolio companies of the Group's managed funds.

Nevertheless, geopolitical uncertainty and elevated inflation remained factors that required continuous risk

monitoring and portfolio diversification.

Sources used: Bank of Lithuania, State Data Agency, European Central Bank, Nasdaq Baltic

Consolidated Annual Management Report for 2025 | 89

6. Estimation of Issuer’s and Group’s activity last year and activity plans

6.1. Evaluation of implementation of goals for 2025

The past year was a good one for most of our clients. Thanks to their trust and increasing investments, the total

assets managed by our group reached EUR 2.14 and grew by 26.4% year on year.

One of the most significant events of the past year was the increased activity in the private equity sector. The

INVL Private Equity Fund II was launched after raising a record amount of EUR 410 million. This made it not

only the largest private equity fund in the Baltic States, but also one of the largest in Central and Eastern

Europe. The fund has already completed two major transactions. In November 2025, it acquired Eesti

Keskkonnateenused, the largest waste management group in Estonia. Earlier in the year, it signed an agreement

with partners — the International Finance Corporation (IFC) and Accession Capital Partners (ACP) — to acquire

POLMED, one of the leading private healthcare service groups in Poland.

The past year was a particularly active one for the INVL Baltic Sea Growth Fund. In July 2025, the fund

completed the acquisition of shares in Pehart Group, the leading manufacturer of household and industrial paper

products in Romania. This finalised the formation of its portfolio. However, the year was not without its

challenges — a restructuring process was initiated for the portfolio company, FERN Group, followed later by

bankruptcy. Despite actively working with this investment for six years and making a series of strategic changes,

none of the decisions resulted in the expected outcomes. Despite this, 2025 was a successful year for the fund's

investors. The fund successfully exited its investments in InMedica Group in Lithuania and MBL in Denmark,

which manufacture medical mobility, rehabilitation and nursing equipment. Following these transactions, the

INVL Baltic Sea Growth Fund has fully returned the capital invested and continues to increase the value of its

remaining investments.

The target return for 2025 was achieved for most client investments, although stagnation was felt in certain

asset classes, such as renewable energy, forestry and agricultural land markets.

The infrastructure sector, in which the group plans to be active, is a relevant area in the region. In 2025, the

INVL Defence Infrastructure Fund I was established to invest in the development of the Rūdninkai training

ground infrastructure. This is an important step in expanding our group's activities in the infrastructure sector,

for which demand in the region is growing rapidly.

The INVL Family Office, which operates in all three Baltic States, had a significantly increased flow of client

investments in the past year. Clients invested in both local and global markets through managed funds, including

feeder funds, and other investment products.

6.2. Business plans and forecasts

As in previous years, the ability to adapt to ongoing changes, seize emerging opportunities, make and implement

decisions is of particular importance in a rapidly changing environment. Consistent work, diversification, and

effective liquidity management will remain key to achieving our goals of preserving and growing client assets

and increasing the value of the businesses and investments we manage.

In 2026, INVL Asset Management, the group’s asset management company, plans to expand the range of

investment solutions offered, providing products that meet different investment objectives and risk tolerance

levels. At the same time, the company will prioritise the improvement of operational processes, enhancement

of efficiency and strengthening of governance quality.

In 2026, INVL Family Office will strengthen its partnerships with foreign financial institutions and investment

professionals to offer clients a wider range of portfolio diversification and investment opportunities beyond the

Baltic region. The company expects 2026 to be a period of significant growth and expansion for its branches in

Latvia and Estonia, which will strengthen its position in the Baltic region.

A significant part of Invalda INVL's own portfolio consists of investments in Artea Bank and maib. We will actively

contribute to the successful implementation of changes at Artea Bank to meet the growing needs of its

customers, strengthen the bank and increase its value. We are looking forward to another highly successful

year of operations and growth for maib, Moldova’s leading bank.

Having reached a stage of business maturity, Litagra is beginning to consider strategic alternatives with a view

to identifying further opportunities to increase business value. To assist with this process, it has engaged the

services of financial advisers Oaklins Lithuania. The options under consideration include a possible sale of some

or all businesses, expansion opportunities, and strategic partnerships. It is important to emphasise that this is

an analysis of possibilities and will not necessarily result in specific transactions or actions.

In 2026, we will pursue further strong organic growth of the Invalda INVL group's business, as well as

technological and qualitative improvements to our operational activities. We are also prepared to expand the

business by acquiring local or regional market participants.

Consolidated Annual Management Report for 2025 | 90

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 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 2025 and as of the date of publication of the report

Type of

Number of

shares,

units

Total number of

votes granted

by all issued

shares, units

Number of votes

calculating the

quorum of the

Shareholders’

Meeting *

Nominal

value,

EUR

Total

nominal

value, EUR

Portion of

the

authorised

capital, %

Ordinary

registered

12,299,375

12,058,469

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.

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

Consolidated Annual Management Report for 2025 | 91

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

2025

(41,678)

0.00

Own shares were transferred to the

employees of the company and the group

by exercising the share options granted in

2022

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

240,906

During the reporting period, the company did not repurchase any of its own shares. The company transferred

41,678 of its own shares by exercising stock options signed in 2022.

At the end of the reporting period, the number of treasury shares acquired by Invalda INVL amounted to

240,906. 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.

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.

Consolidated Annual Management Report for 2025 | 92

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

2025

24,008

2028

N/A

2024

33,324

2027

N/A

2023

47,394*

2026

N/A

2022

40,862

2025

41,678

The company’s own shares

were transferred

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).

During the reporting period the Company's Articles of Association weren’t changed. The actual wording of the

Articles of Association is dated as of 21 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 2025 the total number of shareholders was 3,824. 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 Contract 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

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.

Consolidated Annual Management Report for 2025 | 93

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 2025, 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 31/12/2025

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

60.26

85.45

Alvydas Banys

910,875

7.41

78.04

Irena Ona Mišeikienė

3,048,161

24.78

60.67

Indrė Mišeikytė

236,867

1.93

83.52

Lucrum Investicija, UAB

code 300806471. Gynėjų str.

14, Vilnius

3,181,702

25.87

59.58

Darius Šulnis

34,151

0.28

85.17

Shareholders of Invalda INVL as of 31 December 2025

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 2025 | 94

Distribution of shareholders by investor groups as of 31 December 2025

Investor group

Shareholders

Votes held by shareholders

number

proportion, %

number

proportion, %

Legal entities

1.12

6,653,837

54.10

Natural persons

3,781

98.88

5,645,538

45.90

Distribution of shareholders by their residence as of 31 December 2025

Investor group

Shareholders

Votes held by shareholders

number

proportion, %

number

proportion, %

Residents

3,624

94.77

12,167,587

98.93

Non-residents

200

5.23

131,788

1.07

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;

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

Consolidated Annual Management Report for 2025 | 95

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 2025 approved a dividend of EUR 1.25 per share for 2024.

The total dividend amount is EUR 15.02 million.

Ratios related with shares

2025

2024

2023

Net Asset Value per share, EUR

21.25

18.48

14.83

Price to book value (P/Bv)

1.11

1.02

0.80

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

Consolidated Annual Management Report for 2025 | 96

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 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

Artea Bank

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, Artea Bank provides the company with a market making service.

Trading in Invalda INVL shares

2025

2024

2023

Share price, EUR

- open

18.50

11.20

11.40

- high

24.40

19.00

11.90

- low

17.30

11.10

9.00

- last

23.60

18.80

11.90

Turnover, units

59,437

81,064

92,027

Turnover, EUR

1,177,070

1,133,932

1,004,925

Traded volume, units

2,106

1,641

1,317

Capitalisation, EUR mln.

284.58

225.92

142.86

Trading in the company’s shares during the period of 2023–2025 (quarterly) on Nasdaq Vilnius stock exchange

Reporting period

Price, EUR

Last trading date

Total turnover

high

low

units

EUR

2025, 4th Q

23.60

21.00

23.60

30.12.2025

9,188

203,487

2025, 3rd Q

24.40

19.00

23.20

30.09.2025

8,145

165,301

2025, 2nd Q

20.60

18.50

19.60

30.06.2025

14,641

284,970

2025, 1st Q

21.00

17.30

19.50

31.03.2025

27,463

523,312

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

Consolidated Annual Management Report for 2025 | 97

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

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

Capitalisation

Last trading date

Number of shares

(company’s own shares

excluded), units

Last price, EUR

Capitalisation, EUR

30.12.2025

12,058,469

23.60

284,579,868

30.09.2025

12,058,469

23.20

279,756,481

30.06.2025

12,058,469

19.60

236,345,992

31.03.2025

12,016,791

19.50

234,327,425

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

Turnover of Invalda INVL shares and share price during the past 3 years

Consolidated Annual Management Report for 2025 | 98

Changes in Invalda INVL share price and OMX Vilnius index over 10 years, %

Index/Shares

31.12.2025

01.01.2025

01.01.2015

Change (%) since

2015

Change (%) in 12

months of 2025

OMX Vilnius

1,337.80

1,075.55

452.42

195.70

24.38

Invalda INVL

EUR 23.60

EUR 18.40

EUR 3.10

661.29

28.26

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 Artea 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.

3-year change in the share price of companies invested in by Invalda INVL

Consolidated Annual Management Report for 2025 | 99

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. During the

reporting period, a total of EUR 700 thousand of interest was paid.

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 company’s bonds on the Nasdaq Baltic debt securities market in 2025, as in previous year, was

almost non-existent. A total of 1 transaction was executed, with a turnover of EUR 5,209.861.

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 is 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

Consolidated Annual Management Report for 2025 | 100

IV. ISSUER’S MANAGING AND SUPERVISORY BODIES

13. Management structure, authorities, the procedure for appointment and

replacement

The governing bodies of Invalda INVL are the General Shareholders’ Meeting, sole governing body – the CEO

and a collegial governing body – the Board. The Supervisory Board is not formed.

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;

Consolidated Annual Management Report for 2025 | 101

• elect and dismiss the liquidator of the Company, except the cases provided by the Law on Companies

of the Republic of Lithuania.

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

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.

2 (two) shareholders' meetings of Invalda INVL were held in 2025. On 30 April 2025, the shareholders voted

on the approval of the company's financial statements for 2024. It also adopted a decision on the exercise of

stock options granted to employees of Invalda INVL and its group companies in 2022 and on the conclusion of

option agreements. The meeting also approved the allocation of dividends of EUR 1.25 per share. At the

Consolidated Annual Management Report for 2025 | 102

company's shareholders' meeting held on 7 October 2025, KPMG Baltics, UAB was appointed as the audit firm

and the remuneration for audit services was determined.

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 rights and property interests, 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. This information is 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 2025 | 103

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 2025 | 104

Term of

office

Educational

background and

qualifications

Owned number of

shares in Invalda

INVL

Ongoing management positions

Alvydas Banys

Chairman of the Board

2022 -

2026

Vilnius Gediminas

Technical

University. Faculty

of Civil Engineering.

Master’s degree in

Engineering and

Economics.

Junior Scientific co-

worker. Institute of

Economics of the

Lithuanian

Academy of

Sciences.

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 -

85.45%.

LJB investments, UAB (code

300822575, A. Juozapavičiaus

g. 9A, Vilnius.) – CEO (the main

workplace).

LJB property, UAB (code

300822529; A. Juozapavičiaus

g. 9A, Vilnius.) CEO.

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.

Indrė Mišeikytė

Member of the Board

2022 -

2026

Vilnius Gedimino

Technical

University. Faculty

of Architecture.

Master’s degree in

Architecture.

Personally:

236,867 units of

shares, 1.93% of

authorised capital

and votes.

Total votes with

others whose

votes are counted

together -

85.45%.

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

2022 -

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 2025 | 105

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’s degree in

Accounting and

Audit.

Financial broker‘s

license (general)

No. A109.

Personally: 34,151

units of shares,

0.28% of authorised

capital and votes.

Together with

controlled company

Lucrum Investicija:

3,215,853 units of

shares, 26.15% of

authorised capital

and votes.

Total votes with

others whose votes

are counted together

- 85.45%.

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.

Artea 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.

Galinta UAB (code 134568135),

Granito g. 3-101, Vilnius) – Board

Member.

FERN Group UAB (code 306110392,

Granito g. 3-101, Vilnius, Lithuania)

- Chairman of the Supervisory

Board (till 12/03/2026).

PEHART GROUP SRL (code

J2025026079007, Str. 1 Mai 1 B

Cod 515850, Romania) – Board

member.

Raimondas Rajeckas

CFO

Vilnius University,

Faculty of Economics,

Master’s degree 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 2025 | 106

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 2025 | 107

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,

Msc. in Economics.

Certified

Professional Coach

by the International

Coach Union (ICU).

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

Andrius Lenickas

Independent audit

committee member

2023 -

2027

Baltic Management

Institute (BMI),

Executive MBA

Association of

Chartered Certified

Accountants. ACCA.

Diploma

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.

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.

Consolidated Annual Management Report for 2025 | 108

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.

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.

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

Andrius Načajus

Committee member

CEO of INVL Asset Management

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 2025, a total of EUR

175 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

Consolidated Annual Management Report for 2025 | 109

preparing for the meetings, according to the report of the board member. During 2025 an independent member

of the Board was paid EUR 12,700 (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 2025, the total remuneration for the members of the Audit Committee of the company amounted

to EUR 4,372.

Information about calculated remuneration for Invalda INVL managers for 2025

Calculated remuneration.

thousand EUR

2025

2024

2023

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)

160

158

For each member of the Board (average per month)

For members of administration (the CEO and CFO)

175

174

155

For each member of administration (average per month)

7.3

6.5

Remuneration by the company and group companies (including non-consolidated companies)

Consolidated Annual Management Report for 2025 | 110

V. OTHER INFORMATION

18. Agreements with intermediaries on public trading in securities

Invalda INVL, AB uses services of the following intermediaries:

• Artea 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 2025 | 111

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 2025 | 112

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

any doubts concerning their abilities to act for the benefit of the company. or could lead to conflicts of interests.

Consolidated Annual Management Report for 2025 | 113

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.

Fair 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

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.

Consolidated Annual Management Report for 2025 | 114

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 2025 was 9 (in 2024 it was 8), 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

2025

2024

2023

Total amount of employees as of the end of the

period

persons

- managers

persons

- specialists

persons

Average monthly salary (calculated for)

EUR

5,323

5,393

4,725

- managers

EUR

6,269

6,262

5,736

- specialists

EUR

4,378

4,525

3,715

Number of employees in Invalda INVL Group was 149 on 31 December 2025 (139 on 31 December 2024).

21.3. Environmental protection and actions on climate change

The Invalda INVL Group is committed to adhering to the principles of responsible investment and contributing

to social welfare and sustainable development. Since 2017, the Group has been committed to adhering to the

Principles for Responsible Investment (PRI).

Group companies subject to 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 (SFDR), publish on their

websites the information required by law regarding the integration of sustainability risks, including

environmental and climate change risks, into investment decision-making, as well as the consideration of

principal adverse impacts (PAI).

No common environmental or climate change management policies have been adopted at the Group level.

Measures for managing sustainability risks and promoting sustainability are implemented at the level of

individual Group companies, taking into account the nature of each company’s operations, strategy, and

established objectives.

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 2025.

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 should note that in the course of our work, we have not encountered any instances of bribery

involving either local or foreign officials.

Consolidated Annual Management Report for 2025 | 115

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

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,

Consolidated Annual Management Report for 2025 | 116

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.

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.

Invalda INVL has joined Polish Private Equity and Venture Capital

Association (PSIK) in 2025. This association has been representing

Poland’s private equity/venture capital industry for over 20 years. The

mission of PSIK is to promote and develop the private equity and

venture capital industry in Poland, and to represent the interests of the

Polish private equity and venture capital community in Poland and

abroad.

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 2025 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 2025 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. On 14 October 2025 the Management Board of the company decided to increase the

Consolidated Annual Management Report for 2025 | 117

amount of investment by another EUR 3.33 million. The total amount Invalda INVL committed to invest in INVL

Private Equity Fund II amounts to EUR 34.16 million. It is expected that funds will be called to the

aforementioned fund in stages for the execution of specific transactions.

Information on other investments is disclosed in notes to the consolidated and company’s financial statements

for 2025.

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.

28. Data on the publicly disclosed information

The information publicly disclosed by Invalda INVL, AB during 2025 is presented on the company’s website

www.invaldainvl.com

Summary of publicly disclosed information

Published

Headline

Message Category

09-01-2025

InMedica Group Acquired by Finland's Leading Healthcare Company

Mehiläinen

Other information

03-02-2025

INVL Renewable Energy Fund I will publicly offer EUR 8 million of

bonds via REFI Energy

Other information

17-02-2025

Invalda INVL Group raises the largest PE fund in the Baltics

exceeding target at first close reaching EUR 305 million

Other information

17-02-2025

Invalda INVL invests in INVL Private Equity Fund II

Notification on

material event

27-02-2025

INVL Asset Management launches new INVL Partner Strategic

Lending Fund which will invest in a fund that lends to the world's

biggest private equity managers

Other information

24-03-2025

Andrius Načajus will become the CEO of INVL Asset Management

Other information

08-04-2025

Audited results of Invalda INVL Group for 2024

Annual information

08-04-2025

The Board of Invalda INVL proposed to allocate dividends for the

year 2024

Notification on

material event

08-04-2025

Draft resolutions prepared by the Board for the shareholders'

meeting of Invalda INVL to be held on 30/04/2025

General meeting of

shareholders

08-04-2025

Convocation of the ordinary general shareholders meeting of Invalda

INVL

General meeting of

shareholders

30-04-2025

Resolutions of the shareholders' meeting of Invalda INVL held on

30/04/2025

General meeting of

shareholders

30-04-2025

Ex-day of dividends allocated by the shareholders' meeting of

Invalda INVL held on 30/04/2025

Notification on

material event

20-05-2025

To stay within the 20% threshold, Invalda INVL Group sold some of

its shares in Artea bank

Other information

22-05-2025

Invalda INVL dividend payment procedure for the year 2024

Other information

23-05-2025

Invalda INVL entered employee stock option agreements

Other information

30-05-2025

Unaudited information of Invalda INVL group for 3 months of 2025

Interim information

18-06-2025

Invalda INVL: Notification on transactions in the issuer's securities

Notifications on

transactions

concluded by

managers of the

companies

Consolidated Annual Management Report for 2025 | 118

18-06-2025

Invalda INVL has entered into agreements to transfer its own shares

exercising the options granted to employees in 2022

Acquisition or

disposal of the

issuer's own shares

20-06-2025

Information on the voting rights attached to the shares issued by

Invalda INVL

Total number of

voting rights and

capital

01-07-2025

INVL Asset Management raises EUR 35.43 million for investments in

funds managed by 17Capital

Other information

14-07-2025

INVL Baltic Sea Growth Fund has completed the acquisition of the

Pehart Group in Romania

Other information

24-07-2025

INVL Renewable Energy Fund I company REFI Sun aims to raise up

to EUR 15 million in public bond offering

Other information

28-07-2025

INVL Renewable Energy Fund I secures new Kommunalkredit

financing for solar energy projects in Romania

Other information

19-08-2025

INVL Renewable Energy Fund I-managed REFI Sun raised EUR 15

million through public bond offering

Other information

29-08-2025

Unaudited information of Invalda INVL group for 6 months of 2025

Half-Yearly

information

15-09-2025

Convocation of the shareholders' meeting of AB Invalda INVL and

draft resolution

General meeting of

shareholders

30-09-2025

INVL Private Equity Fund II signs agreement to acquire 75% stake

in Estonia's largest waste management group Eesti

Keskkonnateenused

Other information

02-10-2025

A consortium of INVL Private Equity Fund II, IFC and ACP investing

in leading Polish private healthcare group POLMED

Other information

07-10-2025

Resolutions of the shareholders' meeting of Invalda INVL held on

07/10/2025

General meeting of

shareholders

15-10-2025

Invalda INVL increases the amount committed to invest in INVL

Private Equity Fund II to EUR 34.16 million

Notification on

material event

15-10-2025

Invalda INVL Group second generation PE fund closes above hard-

cap with record EUR 410 million

Other information

28-10-2025

REFI Sun UAB successfully completes the second offering under the

EUR 25 million bond programme

Other information

06-11-2025

INVL Asset Management launches a fund for defence infrastructure

financing in Lithuania

Other information

28-11-2025

Unaudited information of Invalda INVL group for 9 months of 2025

Interim information

16-12-2025

Invalda INVL investor's calendar for 2026

Other information

19-12-2025

INVL Baltic Sea Growth Fund exits MBL as MidEuropa acquires

majority stake

Other information

In 2025, one report was published regarding transactions entered into by persons employed in management

positions and persons closely associated with them.

Announced

Transaction

date

Person

Number

of shares

Share price

(EUR)

Nature of the

transaction

Place of the

transaction

18-06-2025

17-06-2025

D. Šulnis,

CEO of the

issuer

34,151

0.00

Shares were

granted free of

charge

Acquisition.

Share transfer

agreement to

exercise the option

contract dated

31-05-2022

OTC

Consolidated Annual Management Report for 2025 | 119

29. Information on audit company

The company has not approved criteria for selection of the audit company. Usually the big-four audit companies

are invited to participate in the tender (Deloitte, KPMG, PricewaterhouseCoopers, Ernst and Young).

The audit of the company’s and consolidated financial statements was performed by the audit firm KPMG Baltics,

UAB (company code 111494971, registered office: Lvivo g. 101, Vilnius). At the extraordinary general meeting

of shareholders held on 7 October 2025, the shareholders elected this firm to audit the annual financial

statements for 2025–2026, with the possibility to appoint this firm to audit the 2027 financial statements.

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 2025 | 120

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

management

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

seimosbiuras@invl.com

https://www.invlfamilyoffic

e.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@invl.

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

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 Moldovan bank

maib

Tel. +370 5 263 6129

Consolidated Annual Management Report for 2025 | 121

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@iniciatyvosfondas.lt

www.iniciatyvosfondas.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

Registration date 20.12.2010

carries no activity

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

Consolidated Annual Management Report for 2025 | 122

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 2025 | 123

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 25.4 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. The Company also has the Nomination

and Remuneration and Business Development Committees. 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 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.

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

with equal opportunity to participate in the decision-

making process where significant corporate matters are

discussed.

YES

The Company discloses all

regulated information

through the Nasdaq Vilnius

news distribution platform.

Information is provided

simultaneously in both

Lithuanian and English. The

Consolidated Annual Management Report for 2025 | 124

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 35 (6) 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.

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

YES

Shareholders shall be

informed about the

convened general meeting

in accordance with the

notice deadlines, methods

of publication and means

Consolidated Annual Management Report for 2025 | 125

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.

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

accordance with the

procedure established by

legal acts. The company

also enables shareholders

to vote by filling in the

general voting ballot, which

Consolidated Annual Management Report for 2025 | 126

For the purposes of this Code, heads of the administration are the employees of the company who hold top

level management positions.

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 of new

members is included into the agenda of the general

meeting of shareholders.

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

attend the shareholders'

meeting.

The proposed candidates

for the members of the

Consolidated Annual Management Report for 2025 | 127

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.

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, accounting or other experts on

matters pertaining to the competence of the supervisory board

and its committees.

2.2. Formation of the supervisory board

Consolidated Annual Management Report for 2025 | 128

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.

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

Consolidated Annual Management Report for 2025 | 129

Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance:

https://www.oecd.org/daf/anti-bribery/44884389.pdf

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

The Board ensures

compliance with applicable

laws, rules and standards.

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

YES

The members of the Board

of the Company have the

necessary diverse

knowledge, opinions and

experience to perform their

tasks properly.

Consolidated Annual Management Report for 2025 | 130

of the management board would have, as a whole, diverse

knowledge, opinions and experience to duly perform their

tasks.

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

measures it has taken to ensure the impartiality of

supervision.

YES

The chairman of the board

is a person who has never

been the head of the

company and acts

impartially.

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

YES

Tomas Bubinas was elected

as an independent member

of the board at the

company's shareholders'

meeting held on 30 April

2022.

Consolidated Annual Management Report for 2025 | 131

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.

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.

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, and these

amounts remain in effect as

of the date of this report.

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.

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

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.

Consolidated Annual Management Report for 2025 | 132

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)

development from the previously formulated plans and

objectives by specifying the reasons for this.

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

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

Consolidated Annual Management Report for 2025 | 133

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).

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 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.

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

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

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 2025 | 134

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

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.

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.

5.4.Audit committee

applied should be specified in the rules regulating the activities

of the committee.

Consolidated Annual Management Report for 2025 | 135

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

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

recommendation.

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.

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 2025 | 136

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.

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

Consolidated Annual Management Report for 2025 | 137

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

remuneration in shares or share options should be approved by

the general meeting of shareholders.

YES

The company's

Remuneration Policy and

its amendments are

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,

YES

All stakeholders have the

opportunity to participate

in the management of the

company in accordance

with the procedure

established by law.

Consolidated Annual Management Report for 2025 | 138

involvement of creditors in corporate governance in the cases

of the company’s insolvency, etc.

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

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

Consolidated Annual Management Report for 2025 | 139

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

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.

YES

Disclosed in annual and

semi-annual information.

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.

Consolidated Annual Management Report for 2025 | 140

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 2025 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 2025 | 141

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 2025. 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 2025 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 2025.

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 2025.

5. Information about related parties’ transactions in accordance with Article 37

of the Law on Companies of the

Republic of Lithuania

Pursuant to Article 37

, paragraph 10.3 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

procedure for changing the Articles of Association is no different from stated in the Law on Companies of the

Republic of Lithuania.

Consolidated Annual Management Report for 2025 | 142

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 2025.

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 2025.

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

2025.

12. Information about all agreements between shareholders (their essence, conditions).

Information is disclosed in Clause 9 of the consolidated annual management report for 2025.

Consolidated Annual Management Report for 2025 | 143

APPENDIX 4. REMUNERATION REPORT

The company’s general meeting of shareholders in previous years approved the remuneration report without

any comments. The company continues to adhere to the same remuneration principles as set forth in the

Remuneration Policy.

This report has been prepared so that it can be read as a standalone document. The report has been prepared

in accordance with the provisions of the Law on Financial Reporting of the Republic of Lithuania and the

Remuneration Policy approved by the company’s shareholders’ meeting on 30 April 2024.

Introduction

Invalda INVL is an asset management group with an open approach, growing and developing, and creating well-

being for people through its activities.

2025 was a year of continued growth and strengthened client trust, making it a successful year for both our

clients and Invalda INVL group. Invalda INVL reported equity of EUR 256.2 million by the end of 2025, or EUR

21.25 per share. These figures were 22.1% and 21.8% higher, respectively, than a year ago, including the

dividends paid out last year. In 2025 Invalda INVL earned an audited net profit of EUR 47.1 million – 6.1%

more compared to the previous year's profit of EUR 44.4 million.

The past year was a good one for most of our clients. Thanks to their trust and increasing investments, the total

assets managed by our group reached EUR 2.14 and grew by 26.4% year on year.

One of the most significant events of the past year was the increased activity in the private equity sector. The

INVL Private Equity Fund II was launched after raising a record amount of EUR 410 million. This made it not

only the largest private equity fund in the Baltic States, but also one of the largest in Central and Eastern

Europe.

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 or the members of the audit committee during the

reporting period.

Consolidated Annual Management Report for 2025 | 144

Table 1. Remuneration of the CEO, CFO and each member of the bodies elected by the shareholders' meeting for 2024 and 2025 (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 shares

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

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Darius Šulnis,

CEO

73,436

73,560

1,082,721

852 592

1,560

1,157,717

926,152

Alvydas Banys,

Chairman of the

Board

73,183

73,250

73,183

73,250

100%

49,183

49,250

Indrė Mišeikytė,

Advisor, Board

member

73,855

73,483

1,560

75,415

73,483

98%

100%

Tomas Bubinas,

audit committee

member,

independent

Board member

12,299

12,900

12,299

12,900

100%

Danguolė

Pranckėnienė,

independent

audit committee

member

572

100%

Andrius

Lenickas,

independent

audit committee

member

1,800

1,200

1,800

1,200

100%

Raimondas

Rajeckas,

CFO

101,231

100,773

16,500

16,854

225,964

177,929

780

688

344,475

296,244

29%

34%

4,838

4,380

Consolidated Annual Management Report for 2025 | 145

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

2025

2024

2023

2022

2021

Šulnis Darius

24.8%

165.9%

-21.8%

507.0%*

-29.6%

Mišeikytė Indrė

0.5%

0.2%

-0.7%

0.6%

-2.2%

Banys Alvydas

-0.1%

-0.4%

0.2%

0.0%

-0.2%

Rajeckas Raimondas

16.3%

58.2%

57.2%

-1.3%

-3.7%

Tomas Bubinas

14.0%

5.5%

15.6%

1,983.7%**

-44.0%

Dangutė Pranckėnienė

6.7%

-7.5%

33.3%

Andrius Lenickas

50%

Net profit

6.1

-3.1%

174.9%

-55.5%

602.8%

Average salary

-3.2%

21.8%

14.0%

12.7%

31.8%

* 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

Consolidated Annual Management Report for 2025 | 146

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.

Table 3. Share options

Option

owners

The number of

securities in

2025 approved

by the

shareholders'

meeting for

options

Securities for which option

agreements were concluded in

2025

2025 exercised options (agreed

in 2022)

number

agreed

purchase

price

year of

acquisition

of shares

Number of

securities

purchased by

employees

Method of

granting of

securities

Employees

100,000

24,008

EUR

0.00

2028

41,678

Treasury shares

have been

transferred

* 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

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.

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

34,684

10,647

45,331

461,231

225,964

Name

Perfor-

mance

period,

years

Grant

date

Expiry

date

Exerci-

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

166,196

51,014

217,210

2,210,055

1,082,721

Consolidated Annual Management Report for 2025 | 147

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.