Report

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APB APRANGA

Consolidated and Company’s Financial Statements,

Consolidated Management Report

for the year ended 31 December 2024

3 April 2025

Vilnius

CONFIRMATION OF THE COMPANY’S RESPONSIBLE PERSONS

Hereby we confirm, that by our knowledge Consolidated Financial Statements for the year 2024 prepared in accordance with International Financial Reporting Standards as adopted by the EU true and fairly present assets, liabilities, financial position, profit or loss and cash flows of APB Apranga, as well as of Apranga Group consolidated companies.

As well we confirm that by our knowledge Consolidated Management Report for the year 2024 includes a fair review of the development and performance of the business and the position of APB Apranga and Apranga Group in relation to the description of the main risks and contingencies faced thereby.

Apranga Group General Manager

Rimantas Perveneckas

Apranga Group Chief Financial Officer

Gabrielius Morkūnas

This document is electronically signed with safe electronical signature.

TABLE OF CONTENT

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

Translation note:

This version of the accompanying documents is a translation from the original, which was prepared in the Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the accompanying documents takes precedence over this translation.

1 FINANCIAL STATEMENTS	4-7

1.1 Statements of comprehensive income	4
1.2 Statements of financial position	5
1.3 Statements of changes in equity	6
1.4 Statements of cash flows	7


2 NOTES TO THE FINANCIAL STATEMENTS	8-46



3 CONSOLIDATED MANAGEMENT REPORT	47-167

3.1 Consolidated Management Report	47-59
Renumeration Report	56-57
3.2 Governance Report	60-87
3.3 Sustainability Statement	88-167

STATEMENTS OF COMPREHENSIVE INCOME	1.1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

STATEMENTS OF COMPREHENSIVE INCOME

		GROUP		COMPANY
		Year ended 31 December		Year ended 31 December
	Note	2024	2023	2024	2023

Revenue from contracts with customers	6	292 937	269 696	107 545	104 443
Cost of sales	5	(160 810)	(145 554)	(62 894)	(60 500)

GROSS PROFIT		132 127	124 142	44 651	43 943

Selling (costs)	5	(87 403)	(80 768)	(26 805)	(24 530)
General and administrative (expenses)	5	(23 869)	(21 932)	(13 621)	(12 902)
Other income	6	99	59	13 098	10 311

OPERATING PROFIT		20 954	21 501	17 323	16 822

Finance income	7	337	269	414	284
Finance (costs)	7	(1 857)	(1 438)	(1 172)	(1 003)

PROFIT BEFORE INCOME TAX		19 434	20 332	16 565	16 103

Income tax (expense)	8	(3 474)	(3 559)	( 677)	( 904)

PROFIT FOR THE YEAR	4	15 960	16 773	15 888	15 199

Other comprehensive income		-	-	-	-

TOTAL COMPREHENSIVE INCOME		15 960	16 773	15 888	15 199

Total comprehensive income attributable to:		15 960	16 773	15 888	15 199
Owners of the Company		15 960	16 773	15 888	15 199
Non-controlling interests		-	-	-	-

Basic and diluted earnings per share (in EUR)	11	0.29	0.30	0.29	0.27

The notes on pages 8 to 46 are an integral part of these financial statements.

These financial statements were approved by Management Board on 3 April 2025 and signed by responsible persons.

This document is electronically signed with safe electronical signature.

STATEMENTS OF FINANCIAL POSITION	1.2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

STATEMENTS OF FINANCIAL POSITION

		GROUP		COMPANY
ASSETS		As at 31 December		As at 31 December
NON-CURRENT ASSETS	Note	2024	2023	2024	2023
Property, plant and equipment	12	28 719	24 052	16 536	12 019
Intangible assets	13	1 426	1 483	1 376	1 441
Investments in subsidiaries	14	-	-	5 095	5 095
Non-current prepayments	16	102	142	102	63
Non-current trade and other receivables	19	672	528	83	80
Right-of-use assets	25	58 856	58 785	23 664	24 455
Other non-current financial assets	17	2 600	2 600	2 600	2 600
Total non-current assets		92 375	87 590	49 456	45 753

CURRENT ASSETS
Inventories	15	50 141	50 607	28 352	27 297
Current prepayments	16	1 452	1 525	1 445	1 524
Current trade and other receivables	19	2 595	2 638	10 003	10 482
Cash and cash equivalents	20	18 405	17 665	6 845	7 974
Total current assets		72 593	72 435	46 645	47 277
TOTAL ASSETS		164 968	160 025	96 101	93 030

EQUITY AND LIABILITIES		GROUP		COMPANY
EQUITY	Note	2024	2023	2024	2023
Ordinary shares	21	16 035	16 035	16 035	16 035
Legal reserve	22	1 604	1 604	1 604	1 604
Foreign currency translation reserve		( 53)	( 53)	-	-
Retained earnings		48 762	46 072	34 339	31 721
Total equity		66 348	63 658	51 978	49 360

NON-CURRENT LIABILITIES
Deferred tax liabilities	9	2 469	2 301	501	366
Non-current lease liabilities	25	48 074	47 629	19 087	19 765
Non-current employee benefits		282	194	282	194
Total non-current liabilities		50 825	50 124	19 870	20 325

CURRENT LIABILITIES
Current borrowings	23	-	-	6 960	6 360
Current lease liabilities	25	14 578	14 306	5 742	5 616
Current income tax liability		261	579	-	320
Current trade and other payables	24	32 956	31 358	11 551	11 049
Total current liabilities		47 795	46 243	24 253	23 345

Total liabilities		98 620	96 367	44 123	43 670

TOTAL EQUITY AND LIABILITIES		164 968	160 025	96 101	93 030

The notes on pages 8 to 46 are an integral part of these financial statements.

These financial statements were approved by Management Board on 3 April 2025 and signed by responsible persons.

This document is electronically signed with safe electronical signature.

STATEMENTS OF CHANGES IN EQUITY	1.3

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

STATEMENTS OF CHANGES IN EQUITY

GROUP	Note	Share capital	Legal reserve	Translation reserve	Retained earnings	Total
Balance at 1 January 2023		16 035	1 604	( 53)	44 781	62 367

Comprehensive income
Profit for the year 2023		-	-	-	16 773	16 773
Total comprehensive income		-	-	-	16 773	16 773
Transactions with owners
Dividends	10, 22	-	-	-	(15 482)	(15 482)

Balance at 31 December 2023		16 035	1 604	( 53)	46 072	63 658

Comprehensive income
Profit for the year 2024		-	-	-	15 960	15 960
Total comprehensive income		-	-	-	15 960	15 960
Transactions with owners
Dividends	10, 22	-	-	-	(13 270)	(13 270)

Balance at 31 December 2024		16 035	1 604	( 53)	48 762	66 348

COMPANY	Note	Share capital	Legal reserve	Retained earnings	Total
Balance at 1 January 2023		16 035	1 604	32 004	49 643

Comprehensive income
Profit for the year 2023		-	-	15 199	15 199
Total comprehensive income		-	-	15 199	15 199
Transactions with owners
Dividends	10, 22	-	-	(15 482)	(15 482)

Balance at 31 December 2023		16 035	1 604	31 721	49 360

Comprehensive income
Profit for the year 2024		-	-	15 888	15 888
Total comprehensive income		-	-	15 888	15 888
Transactions with owners
Dividends	10, 22	-	-	(13 270)	(13 270)

Balance at 31 December 2024		16 035	1 604	34 339	51 978

The notes on pages 8 to 46 are an integral part of these financial statements.

These financial statements were approved by Management Board on 3 April 2025 and signed by responsible persons.

This document is electronically signed with safe electronical signature.

STATEMENTS OF CASH FLOW	1.4

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

STATEMENTS OF CASH FLOW

		GROUP		COMPANY
		Year ended 31 December		Year ended 31 December
OPERATING ACTIVITIES	Note	2024	2023	2024	2023
Profit before income taxes		19 434	20 332	16 565	16 103
ADJUSTMENTS FOR:
Depreciation and amortization	5	20 503	19 427	8 170	7 524
Impairment charge (reversal)	12, 25	186	( 74)	63	( 70)
Write-down (reversal) of inventories to net realisable value	5	579	719	255	161
Loss (gain) on disposal of property, plant and equipment	6	( 9)	9	( 6)	( 2)
Write-off of property, plant and equipment		63	105	43	( 10)
Dividend income	6	( 65)	( 33)	(13 065)	(10 283)
Interest expenses	7	1 857	1 438	1 172	1 003
Total		42 548	41 923	13 197	14 426

CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease (increase) in inventories	15	( 113)	(9 940)	(1 310)	(5 252)
Decrease (increase) in receivables and prepayments		( 324)	823	( 866)	( 909)
Increase (decrease) in payables	24, 26	1 515	4 557	572	1 538
Cash generated from operations		43 626	37 363	11 593	9 803
Income taxes paid		(3 624)	(3 574)	( 862)	(1 216)
Interest paid	7	(1 857)	(1 438)	(1 172)	(1 003)
Net cash from operating activities		38 145	32 351	9 559	7 584

INVESTING ACTIVITIES
Interest received	7	337	269	414	284
Dividends received	6	65	33	13 065	10 283
Loans granted		(124 000)	(71 200)	(147 301)	(77 670)
Loans repayments received		124 000	71 200	148 270	78 430
Purchases of property, plant and equipment and intangible assets	12, 13	(12 038)	(12 381)	(7 405)	(3 295)
Proceeds on disposal of property, plant and equipment		958	2 640	280	21
Net cash from investing activities		(10 678)	(9 439)	7 323	8 053

FINANCING ACTIVITIES
Dividends paid	3	(13 252)	(15 472)	(13 252)	(15 472)
Proceeds from borrowings	3	-	-	139 020	102 201
Repayments of borrowings	3	-	-	(138 420)	(97 873)
Payment of principal portion of lease liabilities	25	(13 475)	(12 753)	(5 359)	(4 894)
Net cash from financing activities		(26 727)	(28 225)	(18 011)	(16 038)

NET INCREASE (DECREASE) IN CASH		740	(5 313)	(1 129)	( 401)
CASH AND CASH EQUIVALENTS:
AT THE BEGINNING OF THE PERIOD	20	17 665	22 978	7 974	8 375
AT THE END OF THE PERIOD	20	18 405	17 665	6 845	7 974

The notes on pages 8 to 46 are an integral part of these financial statements.

These financial statements were approved by Management Board on 3 April 2025 and signed by responsible persons.

This document is electronically signed with safe electronical signature.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

NOTES TO THE FINANCIAL STATEMENTS

1.GENERAL INFORMATION

APB Apranga, (hereinafter “the Company”), was incorporated and commenced its operations in March 1993 in Lithuania. The Company’s main office is situated in Ukmerges str. 362, Vilnius, Lithuania. The Company has legal form of public limited liability company under the Law on Companies of Republic of Lithuania. The principal activity of the Company and its subsidiaries (hereinafter “the Group”) is retail trade of apparel in Baltic countries.

The share capital of APB Apranga is EUR 16,034,668.40 and it is divided into 55,291,960 ordinary registered shares with a nominal value of EUR 0.29 each, where each share grants to its owner 1 vote (in total 55,291,960 voting shares), all shares are paid in full and give the owners equal rights. All 55 291 960 ordinary shares of nominal value EUR 0.29 each (ISIN code LT0000102337) that comprise Company‘s share capital are listed on Baltic equity list of Nasdaq Vilnius Stock Exchange.

At 31 December 2024, the Company had 7 163 shareholders (as per shareholders list prepared in accordance with SRD II directive). At 31 December the Company‘s shareholders were:

	Number of shares	% of total ownership	Number of shares	% of total ownership
Shareholder	2024		2023
UAB MG Investment	36 169 099	65.4	36 169 099	65.4
UAB Minvista	5 795 929	10.5	5 795 929	10.5
Other	13 326 932	24.1	13 326 932	24.1
Total	55 291 960	100.0	55 291 960	100.0

The main shareholder is UAB MG Investment. The ultimate parent company whose financial statements are available for public use is UAB MG Grupė. The ultimate controlling individual of the Group is Mr. D. J. Mockus:

At 31 December the Group consisted of the Company and the following its wholly owned subsidiaries:

Name	Country	Ownership interest in % 31 12 2024	Ownership interest in % 31 12 2023
UAB Apranga LT	Lithuania	100%	100%
UAB Apranga BPB LT	Lithuania	100%	100%
UAB Apranga PLT	Lithuania	100%	100%
UAB Apranga SLT	Lithuania	100%	100%
UAB Apranga MLT	Lithuania	100%	100%
UAB Apranga HLT	Lithuania	100%	100%
UAB Apranga OLT	Lithuania	100%	100%
UAB Apranga Ecom LT	Lithuania	100%	100%
SIA Apranga	Latvia	100%	100%

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Name	Country	Ownership interest in % 31 12 2024	Ownership interest in % 31 12 2023
SIA Apranga LV	Latvia	100%	100%
SIA Apranga BPB LV	Latvia	100%	100%
SIA Apranga PLV	Latvia	100%	100%
SIA Apranga SLV	Latvia	100%	100%
SIA Apranga MLV	Latvia	100%	100%
SIA Apranga HLV	Latvia	100%	100%
SIA Apranga OLV	Latvia	100%	100%
SIA Apranga Ecom LV	Latvia	100%	100%
OU Apranga*	Estonia	100%	100%
OU Apranga Estonia	Estonia	100%	100%
OU Apranga BEE	Estonia	100%	100%
OU Apranga PB Trade	Estonia	100%	100%
OU Apranga ST Retail	Estonia	100%	100%
OU Apranga MDE	Estonia	100%	100%
OU Apranga HEST	Estonia	100%	100%
OU Apranga Ecom EE	Estonia	100%	100%
* At 31 December 2024 the Company directly owned 14.91% shares and indirectly through its subsidiary owned the rest 85.09% of shares (At 31 December 2023: 14.91% and 85.09%, respectively)

At 31 December the Group‘s number of stores was:

	Total number of shops		Shops, where premises are owned by Group
Country	2024	2023	2024	2023
Lithuania	103	100	6	5
Latvia	44	44	-	-
Estonia	24	25	-	-
Total	171	169	6	5

At 31 December 2024 the Group and the Company employed 2 295 and 785 people respectively (2023: 2 249 and 760 people respectively).

These financial statements were approved by Management Board on 3 April 2025. The shareholders of the Company have a statutory right to approve or not these financial statements and to require preparation of a new set of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

2.MATERIAL ACCOUNTING POLICY INFORMATION

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

The financial statements are presented in Euro and all values are rounded to the nearest thousand, except when otherwise indicated. The numbers in tables may not coincide due to rounding of particular amounts to EUR thousand. Such rounding differences are not material to these financial statements.

2.1.BASIS OF PREPARATION

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).

These financial statements have been prepared under the historical cost basis, except for financial asset at fair value through profit (loss) as described in Note 17.

These financial statements comprise the Group’s consolidated financial statements and the Company’s separate financial statements. The Group and Company have prepared the financial statements on the going concern basis.

2.2.CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

International Financial Reporting Standards require that in preparing the financial statements, management of the Company and the Group make estimates and assumptions that affect the reported amounts of assets and liabilities and required disclosure at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There are no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, except for the following:

a) Revenue recognition

Management judgment is needed to determine whether revenue for certain sales transactions should be recorded on a gross basis or on a net basis. Revenue is recognised on a gross basis where the role of the Group/Company is that of principal in a transaction. The gross (without VAT) basis represents sales price after discounts, with any related costs charged to expenses.

The Group/Company has concluded that it is the principal in its revenue arrangements including all online sales, because:

- The entity controls the goods or services before transferring them to the customer;

- The entity is primarily responsible for the supply of goods and services and bears risk of non-performance, all customers returns are accepted into stores/warehouse;

- The entity has latitude in establishing price either directly or indirectly.

At the end of each year, the Group/Company also assesses the decrease in accounting income due to customers’ right to return goods after the end of the accounting period.

b)Estimates concerning useful lives of tangible and intangible assets

The useful lives of tangible and intangible assets are determined by management at the time the asset is acquired and reviewed on an annual basis for appropriateness. The lives are based on historical experiences with similar assets as well as anticipation of future events, which may impact their useful life.

c)Impairment of property, plant and equipment and right-of-use assets

Each shop is considered to represent a separate cash generating unit for impairment test. Cash generating units, which had indications of impairment loss, i.e. suffered operational loss, are tested. The Group and the Company have tested its leasehold improvements, right-of-use assets and other property, plant and equipment, whether those posess impairment loss, in accordance with the accounting policies

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

stated in Note 2.6. The Group and the Company have used “value in use” calculations to test for impairment as information on fair value less costs to sell was not available. These calculations require the use of estimates as described in Note 12 and Note 25.

The management reviewed the main assumptions used for the measurement of the recoverable value of property, plant and equipment and right-of-use assets. Results of impairment assessment are disclosed in Note 12 and Note 25.

d)Inventory write-down to net realizable value

In accordance with the accounting policies stated in Note 2.8 the Group and the Company recognise inventory at the lower of cost and net realizable value less cost to sell. The Group and the Company evaluate whether the value of inventory recognised at cost is not lower that its net realisibale value based on the historical data and actual subsequent results of inventory items sold below costs. Net realisable values are disclosed in Note 15.

Management has assessed the level of inventories and determined that the book value of inventories as of 31 December 2024 and 2023 does not exceed the net realisable value. Results of inventories write-down to net realizable value are disclosed in Note 15.

e)Determining the lease term of contracts with renewal and termination options – Company/Group as lessee

The Company/Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company/Group has lease contracts that include extension and termination options. The Company/Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company/Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset).

f) Leases - Estimating the incremental borrowing rate

The Company/Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company/Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company/Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease.

The Company/Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific or country-specific adjustments. IBR used in 2024 varies from 1.0 to 4.0 per cent (from 1.0 to 4.7 per cent in 2023).

g) Options granted

The Company/Group has options granted for non-financial assets and lease rights, which are not recognized as they do not meet the criteria of a financial instrument. Based on historical information and numerous extentions of the cooperation agreements and intensions of cooperation, the management of the Group believes that the agreement parties will not use any above options. In the unlikely event of happening, the selling price would be approximate fair value of the items/goods. For more details, refer to Note 27.

h)Climate-related risks

The Company/Group has assessed climate-related risks and concluded that they do not have a material impact on the business performance, continuity of operations, impairment of assets value or allowances.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

2.3.ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

(A)The standards/amendments that are effective and have been endorsed by the European Union

The accounting policies adopted are consistent with those of the previous financial year except for the following IFRS and amendments to IFRS which have been adopted by the Group/Company as of 1 January 2024:

IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments).

IFRS 16 Leases: Lease Liability in a Sale and Leaseback (Amendments).

IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures - Supplier Finance Arrangements (Amendments).

The newly adopted IFRS and amendments to IFRS did not have a material impact on the Group’s/Company’s accounting policies.

(B)The standards/amendments issued but not yet effective and not early adopted

B.1) The standards/amendments that are not yet effective, but have been endorsed by the European Union

IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted. Management assessed that the amendments do not have a significant impact on the Group's/Company's accounting policies.

B.2) The standards/amendments that are not yet effective and have not yet been endorsed by the European Union

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments). In May 2024, the IASB issued amendments to the classification and measurement of financial instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Company and the Group have not yet evaluated the impact of the implementation of these amendments.

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments). In December 2024, the IASB issued targeted amendments for a better reflection of Contracts Referencing Nature-dependent Electricity, which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Company and the Group have not yet evaluated the impact of the implementation of these amendments.

IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB issued the IFRS 18 - Presentation and Disclosure in Financial Statements which replaces IAS 1 - Presentation of Financial Statements and it becomes effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company and the Group have not yet evaluated the impact of the implementation of these amendments.

IFRS 19 Subsidiaries without Public Accountability: Disclosures. In May 2024, the IASB issued the IFRS 19 - Subsidiaries without Public Accountability: Disclosures, and it becomes effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company and the Group have not yet evaluated the impact of the implementation of these amendments.

Annual Improvements to IFRS Accounting Standards – Volume 11. In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11. An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. The Company and the Group have not yet evaluated the impact of the implementation of these amendments.

Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. In December 2015, the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting.

The Group plans to adopt the above mentioned standards and interpretations on their effectiveness date provided they are endorsed by the EU.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

2.4.CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). 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.

For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in euro, which is the functional currency of the Company and the Group, and the presentation currency for the consolidated financial statements.

2.5.INTANGIBLE ASSETS

Intangible assets expected to provide economic benefit to the Company and the Group in future periods are measured at cost less subsequent accumulated amortisation and impairment losses.

Amortisation is calculated on a straight-line basis to write off the cost of each asset over the estimated useful life as follows:

Software	3-5 years
Licences and rights acquired	5-9 years

Amortisation is accounted for as selling expense.

The Group and the Company have no intangible assets with indefinite useful life.

2.6.PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment (hereinafter “PPE”) is stated at historical cost, less accumulated depreciation and impairment losses.

Leasehold improvements, that meet definition of PPE, are capitalised in the statement of financial position and depratiated over the lease term.

Compensation received from shopping malls in connection with the setting up of shops is related to the compensation of PPE, not to rent fees, and consequently the cost of acquisition of property, plant and equipment is reduced. The Company and the Group did not received compensations that do meet the definition of lease incentive compensations in 2024 and 2023.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

Depreciation is charged so as to write-off the cost of PPE to their residual value over their estimated useful lives, using the straight-line method, on the following basis:

Buildings	15-50 years
Plant and equipment	5-20 years
Leasehold improvements	4-10 years
Commercial and other equipment	3-6 years

The "Commercial and other equipment" category includes stores trading equipment, cash registers, IT equipment, warehouse equipment, and other assets used in the Group‘s and the Company's operations.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

All depreciation of property, plant and equipment is recognised in the statement of comprehensive income and accounted for as selling expenses.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of the reporting period.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.2). Impairment of PPE as well as reversals of impairment during the year are included into selling costs caption in the statement of comprehensive income.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in other income caption in the statement of comprehensive income.

2.7.INVESTMENTS IN SUBSIDIARIES

In the Company’s separate financial statements investments in subsidiaries are accounted for at cost less impairment. Cost also includes direct attributable costs of investment.

Dividends received are credited to the Company’s statement of comprehensive income.

2.8.INVENTORIES

Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Net realizable value represents the estimated selling price less all estimated costs to be incurred in selling. Unrealisable inventory has been fully written-off. Impairment losses are recognized as an expense immediately (under cost of sales caption).

2.9.IMPAIRMENT OF NON-FINANCIAL ASSETS

At the end of the reporting period, the Company and the Group review of its tangible and intangible non current assets and right-of-use assets to determine whether there is any indication (e.g. loss of cash-generating unit) that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company and Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognized as an expense immediately (under selling costs).

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

2.10.FINANCIAL ASSETS AND LIABILITIES

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s/Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Group/Company initially 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. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Group’s/Company’s business model for managing financial assets refers to how the Group/Company manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

A regular way purchases or sales of financial assets are recognised on the trade date, i.e., the date that the Group/Company commits to purchase or sell the asset.

Fair value estimation

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Group and the Company use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and the Company determine whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. No transfers occurred in 2023 and 2024. Fair value measurements are disclosed in Note 17.

Subsequent measurement

After initial recognition, the Group/Company measures a financial asset at:

a) Amortised cost (debt instruments), see Note 17;

b) Fair value through other comprehensive income (OCI) with recycling of cumulative gains and losses upon derecognition (debt instruments). The Group/Company did not have such items as at 31 December 2024 and 2023;

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

c) Fair value through other comprehensive income (OCI) with no recycling of cumulative gains and losses upon derecognition (equity instruments). The Group/Company did not have such items as at 31 December 2024 and 2023;

d) Fair value through profit or loss, see Note 17.

Financial assets at amortised cost (debt instruments)

The Group/Company measures financial assets at amortised cost if both of the following conditions are met:

i) The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in the statement of comprehensive income when the asset is derecognised, modified or impaired.

The Group’s/Company’s financial assets at amortised cost includes cash and cash equivalents, trade, other current and non-current receivables/payables and loans granted.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in other income caption in the statement of comprehensive income.

The Group/Company in order to make efficient use of the available free cash, in 2018 acquired collective investment scheme (fund units), which fair value (level 3) as at 31 December 2024 and as at 31 December 2023 is EUR 2 600 thousand (Note 17).

Impairment of financial assets

Following IFRS 9, the Group/Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.

At the end of every reporting period it is assessed whether credit risk significantly increased from initial recognition taking into account change in probability of default during the life-time of the instrument. During this process the Group/Company classifies debt instruments into stages 1, 2 and 3:

• Stage 1: on initial recognition the Group/Company recognizes a 12-month ECL. Stage 1 debt instruments include instruments which credit risk improved and which were transferred back from Stage 2.

• Stage 2: When a loan has shown a significant increase in credit risk since origination, the Group/Company records an allowance for the lifetime ECL. Stage 2 debt instruments include instruments which credit risk improved and which were transferred back from Stage 3. Group/Company considers that significant increase in credit risk when debt is overdue more than 30 days or when it is visible from financial information that debtor is experiencing financial difficulties.

• Stage 3: For loans considered credit-impaired, the Group/Company recognises the lifetime expected credit losses for these loans. The method is similar to that for Stage 2 assets, with the probability of default set at 100%..

In 2023 and 2024 there were no transfers between the different stages.

In 2023 and 2024 there were no financial instruments which credit risk significantly increased.

For loans granted the Group/Company calculates ECLs based on an expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to the Group/Company in accordance with the contract and the

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

cash flows that the Group/Company expects to receive. The Group/Company did not recognize allowance for loans granted because based on probability of default, loss given default, exposure at default and forward looking information the allowance is not material.

For trade receivables, the Group/Company applies a simplified approach in calculating ECLs. Therefore, the Group/Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. For that purpose the Group/Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The Group/Company considers a financial asset in default when contractual payments are 90 days past due or when indications exist that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. The Group/Company did not recognize allowance for trade receivables, intercompany trade receivables, loans and other receivables because based on historical as well as forward looking information the allowance is not material.

Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings and payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s/Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and finance lease liabilities.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below.

Loans, borrowings and other payables

After initial recognition, loans, borrowings and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of comprehensive income, when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, i.e. to realise the assets and settle the liabilities simultaneously.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Derecognition of financial instruments

Financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s/Company’s statement of financial position) when:

i) The rights to receive cash flows from the asset have expired or

ii) The Group/Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group/Company has transferred substantially all the risks and rewards of the asset, or (b) the Group/Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired.

2.11.SHARE CAPITAL

(a) Ordinary shares

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

2.12.RESERVE

(a)Foreign currency translation reserve

The foreign currency translation reserve is used for translation differences arising on consolidation of financial statements of foreign subsidiaries. Exchange differences are classified as equity in the consolidated financial statements until disposal of the investment. Upon disposal of the corresponding assets, the cumulative revaluation of translation reserves is recognised as income or expenses in the same period when the gain or loss on disposal is recognised. The Group's recorded currency translation reserve relates to investments in the share capital of its Latvian and Estonian subsidiaries prior to the introduction of the euro in all Baltic countries.

(b)Legal reserves

Legal reserve is compulsory under the Lithuanian regulatory legislation. Annual transfers of 5 per cent of net result are required until the reserve reaches 10 per cent of share capital. The legal reserve cannot be used for payment of dividends and it is established to cover future losses only.

2.13.INCOME TAX

(a) Current income tax

The Group companies are taxed individually irrespective of the overall results of the Group. The Group companies in Lithuania may transfer the estimated tax losses (or part thereof) to another Group company in Lithuania, which has a right to reduce the taxable profit with the respective amount of the tax looses transferred for the same taxable period.

The charge for taxation included in these financial statements is based on the calculation made by the management in accordance with tax legislation of the respective country in which group entity operates.

The tax currently payable is based on taxable profit for the reporting period. For companies operating 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 not

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

designated for hedging. Starting from 1 January 2014 the transferable tax loss cannot cover more than 70% of the taxable profit of the current year. Such carrying forward is disrupted if the company changes its activities due to which these losses were incurred except when the company does not continue its activities due to reasons which do not depend on the company itself. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s and the Company’s liability for current tax is calculated using tax rates that have been enacted at the end of the reporting period.

The income tax rate applied for the Company and subsidiaries operating in Lithuania was 15 per cent in 2023 and in 2024. In Latvia and Estonia income tax rate on reporting period and prior taxable profits is nil. In Latvia and Estonia, the taxation of profit of operating subsidiaries is deferred until the profit appropriation moment, i.e. payment of dividends. The dividends paid by the Group’s companies in Latvia are taxed at the withholding tax rate of 20% of their gross amounts as at 31 December 2024 (20% as at 31 December 2023). The dividends paid by the Group’s companies in Estonia are taxed at the withholding tax rate of 22% of their gross amounts as at 31 December 2024 (20% as at 31 December 2023)

In periods in which Pillar Two legislation is enacted or substantively enacted but not yet in effect, the Group/Company does not expect material impact of the amendments on the the financial statements as effective income tax rate is above 15% in Lithuania and for Latvia and Estonia acruals of deffered tax liabilities are made with 20% and 22% effective income tax rate.

(b) Deferred income tax

Deferred income tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the statement of financial position liability method.

Deferred income tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group and the Company are able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred income tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net basis.

Deferred income tax asset and liability related to the entities operating in Lithuania were calculated at 16 per cent rate as at December 2024 (as at December 2023: 15 per cent). Deferred income tax liability related to the entities operating in Latvia were calculated at 20 per cent rate as at 31 December 2024 and as at 31 December 2023 for the accrued undistributed profit of these subsidiaries. Deferred income tax liability related to the entities operating in Estonia were calculated at 22 per cent rate as at 31 December 2024 (at 31 December 2023: 20 per cent) for the accrued undistributed profit of these subsidiaries. These undistributed profits are planned to be paid out as dividends during the coming years (Note 2.17).

2.14.LEASES

The Company or the Group as lessee

The Company/Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company/Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company/Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Company/Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

remeasurement of lease liabilities. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

· Premises	1 to 15 years
· Motor vehicles	1 to 5 years

If ownership of the leased asset transfers to the Company/Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in Note 2.9, Impairment of non-financial assets.

Lease liabilities

At the commencement date of the lease, the Company/Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company/Group and payments of penalties for terminating the lease, if the lease term reflects the Company/Group exercising the option to terminate. 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.

In calculating the present value of lease payments, the Company/Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable.

The Company’s/Group’s lease liabilities are included in Non-current lease liabilities and Current lease liabilities (see Note 25).

Short-term leases and leases of low-value assets

The Company/Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value (below EUR 5 thousand). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

2.15.EMPLOYEE BENEFITS

(a) 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 and the Company pay 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.

(b) Long-term employee benefits

According to the requirements of Lithuanian Labor Code, each employee leaving the Group at the age of retirement is entitled to a one-off payment in the amount of 2 months’ salary.

The actuarial gains and losses are recognized in the statement of other comprehensive income.

The past service costs are recognised as an expense on a straight line basis over the average period until the benefits become vested. Any gains or losses appearing as a result of curtailment and/or settlement are recognised in the statement of comprehensive income as incurred. The past service costs are recognized in the statement of comprehensive income as incurred.

The above mentioned employee benefit obligation is calculated based on actuarial assumptions, using the projected unit credit method. Obligation is recognized in the statement of financial position and reflects the present value of these benefits on the date of the statement of financial position. Present value of the non-current obligation to employees is determined by discounting estimated future cash flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity as the

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

employment benefits. Actuarial gains and losses are recognized in the statement of other comprehensive income as incurred. In 2024 and 2023 years there were no material amounts.

Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company and the Group recognise termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(d) 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.

2.16.RECOGNITION OF REVENUE AND RELATED EXPENSES

Revenue recognition

Revenue from contracts with customers is recognised when control of the services or goods are transferred to the customer at an amount that reflects the consideration to which the Group/Company expects to be entitled in exchange for those services or goods. The Group/Company has concluded that it is the principal in its revenue arrangements, because:

- The entity controls the goods or services before transferring them to the customer;

- The entity is primarily responsible for the supply of goods and services and bears risk of non-performance;

- The entity has latitude in establishing price either directly or indirectly.

Sales of goods at physical stores are recognized when the Company or another Group entity sells and provides a product to the customer. Online sales of goods are recognized at a point in time when the Company or another Group entity sends a product to the customer. Retail sales are usually in cash or by credit card. The recorded revenue includes credit card fees payable for the transaction. Such fees are included in operating expenses.

Every sale of goods that the Group/Company makes is a separate performance obligation with separately identifiable fixed price. The Group/Company does not have any customer loyalty progammes.

The Company recognizes wholesale income upon shipment of goods to its subsidiaries. The Company is the main supplier of goods to non-franchised subsidiaries located in Latvia and Estonia.

The Company recognises revenue from management services provided to subsidaries over time, based on expenses incurred to measure provision of the services, because the customer simultaneously receives and consumes the benefits provided by the Company.

Other occasional revenue from the sale of property, plant or equipment is recognised at a point in time, when sold items are delivered to client and control is transfered.

Dividend income is recognised when the right to receive payment is established.

In addition the management considers the effect of other matters to the revenue recognition such as the existence of significant financing components, non-cash consideration, consideration payable to the customer and warranties. None of these are present in the Group’s/Company‘s contracts with the customers.

Contract liabilities

Contract liabilities include advance payments received for goods not yet shipped and unused gift cards. These liabilities are recognized when the Group/Company receives payment from customers before delivering goods or services. Revenue from these liabilities is recognized when the goods are delivered or the gift cards are redeemed. For more information see Note 24.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Assets and liabilities arising from rights of return

Right of return assets

A right-of-return asset is recognised for the right to recover the goods expected to be returned by customers. The asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods and any potential decreases in value. The Group/Company updates the measurement of the asset for any revisions to the expected level of returns and any additional decreases in the value of the returned products. For more information see Note 15 as part of inventories.

Refund liabilities

A refund liability is recognised for the obligation to refund some or all of the consideration received (or receivable) from a customer. The Group’s/Company’s refund liabilities arise from customers’ right of return. The liability is measured at the amount the Group/Company ultimately expects it will have to return to the customer. The Group/Company updates its estimates of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period. For more information see Note 24.

The Group/Company does not incur material costs to acquire or fulfill the contract.

2.17.DIVIDEND DISTRIBUTION

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

2.18.EARNINGS PER SHARE

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

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

3.FINANCIAL RISK MANAGEMENT

(a) Financial risk factors

The risk management function within the Group and the Company are carried out in respect of financial risks (credit, market (which consist of currency, interest rate and price) and liquidity). 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 minimize operational and legal risks.

The financial risks relate to the following financial instruments: financial assets at fair value through profit or loss trade receivables, cash and cash equivalents, trade and other payables, borrowings and guarantees provided on behalf of the Company to goods suppliers and guarantees issued by the Company to lessors of premises. The accounting policy with respect to these financial instruments is described in previous section .

Credit risk

Credit risk is managed by Group management. Credit risk arises from cash and cash equivalents with banks and financial institutions as well as credit exposures to wholesale and retail customers, including outstanding receivables. For banks and financial institutions, only independently rated parties (or subsidiaries of such parties) with high credit ratings are accepted. Sales to wholesale customers are rare and immaterial, therefore risk control only assesses the credit quality of the customer, taking into account its financial position, past experience and future factors. Sales to retail customers are settled in cash or using major credit cards, therefore there is no credit risk.

Company’s credit risk arising from trade receivables from subsidiaries, loans to subsidiaries and guarantees issued for the benefit of subsidaries is managed by controlling financial performance of subsidiaries on a monthly basis. All the subsidiaries having Company’s loans have been profitable during the financial year, generated strong positive cash flows, historically none of them had liquidity issues. Management has also assessed the projected future information that will not have a material adverse effect on the Company’s subsidiaries. Therefore, in the management’s opinion, the credit risk is low.

The Company and the Group have no significant concentration of credit risk, except for cash which is held in two banks, which parent companies having high credit ratings, and loans granted to subsidiaries.

Liquidity risk

Liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group and the Company treasury maintain flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Group’s and the Company’s liquidity reserve (comprises undrawn borrowing facility (Note 23) and cash and cash equivalents (Note 20) on the basis of expected cash flow. This is generally carried out at local level in the operating companies of the Group in accordance with practice set by the Group. In addition, the Group’s and the Company’s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these; and maintaining debt financing plans.

The table below analyses the Group’s and the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

GROUP	Less than 1 month	Between 1 and 12 months	Between 1 and 3 years	More than 3 years	Total
As at 31 December 2024
Borrowings	-	-	-	-	-
Lease liabilities	1 265	13 313	24 902	29 720	69 200
Trade and other payables	13 356	4 658	-	-	18 014
Total	14 621	17 971	24 902	29 720	87 214

As at 31 December 2023
Borrowings	-	-	-	-	-
Lease liabilities	1 222	13 084	22 743	30 804	67 853
Trade and other payables	13 957	3 775	-	-	17 732
Total	15 179	16 859	22 743	30 804	85 585


COMPANY	Less than 1 month	Between 1 and 12 months	Between 1 and 3 years	More than 3 years	Total
As at 31 December 2024
Borrowings	-	6 960	-	-	6 960
Lease liabilities	493	5 249	10 086	11 299	27 127
Trade and other payables	4 211	1 741	-	-	5 952
Total	4 704	13 950	10 086	11 299	40 039

As at 31 December 2023
Borrowings	-	6 360	-	-	6 360
Lease liabilities	476	5 140	9 415	12 510	27 541
Trade and other payables	3 767	1 800	-	-	5 567
Total	4 243	13 300	9 415	12 510	39 468

Change in liabilities arising from financing activities:

GROUP	As at 31 December 2023	Dividends declared	Dividends paid	Proceeds from borrowings	Repayments of borrowings	As at 31 December 2024
Borrowings	-	-	-	-	-	-
Dividends payable	176	13 270	(13 252)	-	-	194
Total	176	13 270	(13 252)	-	-	194

COMPANY	As at 31 December 2023	Dividends declared	Dividends paid	Proceeds from borrowings	Repayments of borrowings	As at 31 December 2024
Borrowings	6 360	-	-	139 020	(138 420)	6 960
Dividends payable	176	13 270	(13 252)	-	-	194
Total	6 536	13 270	(13 252)	139 020	(138 420)	7 154




GROUP	As at 31 December 2022	Dividends declared	Dividends paid	Proceeds from borrowings	Repayments of borrowings	As at 31 December 2023
Borrowings	-	-	-	-	-	-
Dividends payable	166	15 482	(15 472)	-	-	176
Total	166	15 482	(15 472)	-	-	176

COMPANY	As at 31 December 2022	Dividends declared	Dividends paid	Proceeds from borrowings	Repayments of borrowings	As at 31 December 2023
Borrowings	2 032	-	-	102 201	(97 873)	6 360
Dividends payable	166	15 482	(15 472)	-	-	176
Total	2 198	15 482	(15 472)	102 201	(97 873)	6 536

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Changes in lease liabilities are disclosed in Note 25.

Market risk

Cash flow and fair value interest rate risk

The Company has loans to subsidiaries with floating interest rates, but the cash flow risk is mitigated by applying the same variable element of interest rate on those loans as the banks are charging the Company.

Loans granted and received at variable rates expose the Group to cash flow interest rate risk, which however has no material impact on profit or equity of the Group. Loans granted and received at fixed rates expose the Company to fair value interest rate risk, which however has no material impact on profit or equity of the Company.

The Company’s and Group’s borrowings consist of loans with floating interest rate, which are related to EURIBOR and €STR. The Company and the Group did not use any derivative financial instruments in order to control the risk of interest rate changes.

Trade and other receivables and payables are interest-free and have settlement dates within one year.

The Group’s and the Company’s cash flow and fair value interest rate risk is periodically monitored by the Group’s management. It analyses its interest rate exposure on a dynamic basis taking into consideration refinancing, renewal of existing positions, alternative financing. Based on these scenarios, the Group and the Company calculate the impact on profit and loss of a defined interest rate shift. The scenarios are run only for receivables and liabilities that represent the major interest-bearing positions.

Based on the performed simulations, the Company's management assessed that if the interest rate increases or decreases by 1 percent, the Group's profit for the period or equity for the period would change by EUR 97 thousand in 2024 (in 2023 – EUR 85 thousand), while the Company's would change by EUR 156 thousand (in 2023 – EUR 131 thousand). These simulations do not include lease liabilities, which are calculated using incremental borrowing as described in Note 2.14.

Foreign exchange risk

The Company and the Group have a policy to synchronize the cash flows from expected sales in the future with the expected purchases and other expenses in each foreign currency. Substantially all the Group’s payables and receivables are short-term and in addition expenses in foreign currencies are insignificant (less than 10%) as compared to those in Euro.

The Group operates in Lithuania, Latvia and Estonia, and during the reporting period used Euro currency. Since Estonia, Latvia and Lithuania introduced the Euro (respectively, since 1st January 2011, 1st January 2014 and 1st January 2015), so there is no exchange rate fluctuations.

(b) Capital risk management

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

Consistent with others in the industry, the Group and the Company monitor capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated statement of financial position) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated statement of financial position plus net debt.

Pursuant to the Lithuanian Law on Companies the authorised share capital of a public limited liability company must be not less than EUR 40 thousand and of a private limited liability company must be not less than EUR 2.5 thousand. In addition, for all entities the shareholders’ equity should not be lower than 50 per cent of the company’s registered share capital. As at 31 December 2024 and as at 31 December 2023 the Company and all of the Company’s Lithuanian subsidiaries complied with these requirements. As at 31 December

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

2024 and at 31 December 2023 UAB Apranga Ecom LT did not comply with the requirements. Business activities of UAB Apranga Ecom LT are terminated since 2019 November month.

Pursuant to the Latvian Commercial Law the authorised share capital of a private limited liability company must be not less than EUR 2.8 thousand. As at 31 December 2024 and 31 December 2023 , all of the Company’s Latvian subsidiaries complied with these requirements.

Pursuant to the Estonian Commercial Code the authorised share capital of a private limited liability company must be not less than EUR 2.5 thousand. In addition, the shareholders’ equity should not be lower than 50 per cent of the company’s share capital. As at 31 December 2024 and as at 31 December 2023 all of the Company’s Estonian subsidiaries complied with these requirements.

In addition, the Group has to comply with the total equity over total assets covenant imposed in the agreement with Luminor Bank AS. For more information see note 23.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

4.SEGMENT INFORMATION

Management has determined the operating segments based on the reports reviewed by the General Director and other 6 Directors (responsible for managing, sales and marketing, human resources, purchases, development and finance) that are used to make strategic decisions.

The Directors consider the business from both a geographic and product perspective to certain extent. From product perspective Directors review only sales volume and gross margin, as presented in the statment of the comprehensive income by brand name. Gross margins of different brands are not significantly different, therefore can be aggregated into one reportable segment. Geographically, Directors separately consider operations in Lithuania, Latvia and Estonia depending on where the stores are located. Different legislation, consumer habits and economic situation substantially affect the average sales and expenses in each country, therefore Directors believe that each country represents a separate reportable segment.

All financial information, including the measure of profit and total assets, is analysed on a country basis. Liabilities are measured on a Group basis only and are not individually measured on a country basis.

The segment information provided to the Chief Operating Decision Makers for the reportable segments for the year ended 31 December is as follows:

31 December 2024	Lithuania	Latvia	Estonia	Total	Inter-company eliminations	Total in consolidated financial statements
Total segment revenue	193 406	75 285	43 037	311 728	-
Inter-segment revenue*	(18 151)	( 289)	( 351)	(18 791)	-
Stores income from external customers (note 6)	175 255	74 996	42 686	292 937	-	292 937

Gross profit margin	44.7%	45.3%	46.6%	45.1%		45.1%

Other income (expenses):
Rent (Note 25)	(5 471)	(2 490)	( 891)	(8 852)	( 34)	(8 886)
Utilities	(1 392)	( 602)	( 336)	(2 330)		(2 330)
Renumeration and social security contributions	(28 989)	(8 890)	(5 813)	(43 692)		(43 692)
Depreciation and amortisation	(12 248)	(5 170)	(3 085)	(20 503)		(20 503)
Impairment (charges)	( 63)	( 51)	( 72)	( 186)		( 186)
Other income	7 072	4	-	7 076	(6 977)	99
Other (expenses)	(24 061)	(11 601)	(7 024)	(42 686)	7 011	(35 675)

Finance income	689	129	53	871	( 534)	337
Finance (costs)	(1 633)	( 475)	( 283)	(2 391)	534	(1 857)

Income tax (expense)	(2 054)	( 954)	( 466)	(3 474)		(3 474)

Profit (loss) for the year	10 110	3 888	1 962	15 960	-	15 960

Total assets	127 829	35 852	17 657	181 338	(16 370)	164 968
Additions to non-current assets (except for leases)	10 141	1 121	776	12 038	-	12 038

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

31 December 2023	Lithuania	Latvia	Estonia	Total	Inter-company eliminations	Total in consolidated financial statements
Total segment revenue	182 689	66 272	42 291	291 252	-
Inter-segment revenue*	(20 270)	( 643)	( 643)	(21 556)	-
Stores income from external customers (note 6)	162 419	65 629	41 648	269 696	-	269 696

Gross profit margin	45.6%	46.4%	47.1%	46.0%		46.0%

Other income (expenses):
Rent (Note 25)	(5 303)	(2 377)	( 967)	(8 647)	( 33)	(8 680)
Utilities	(1 374)	( 627)	( 385)	(2 386)		(2 386)
Renumeration and social security contributions	(26 906)	(8 045)	(5 470)	(40 421)		(40 421)
Depreciation and amortisation	(11 527)	(4 879)	(3 021)	(19 427)		(19 427)
Impairment (charges)	93	287	( 306)	74		74
Other income	7 355	-	-	7 355	(7 296)	59
Other (expenses)	(22 046)	(10 177)	(6 966)	(39 189)	7 329	(31 860)

Finance income	464	151	64	679	( 410)	269
Finance (costs)	(1 333)	( 256)	( 259)	(1 848)	410	(1 438)

Income tax (expense)	(2 140)	(1 124)	( 295)	(3 559)		(3 559)

Profit (loss) for the year	11 348	3 401	2 024	16 773	-	16 773

Total assets	120 938	35 553	19 173	175 664	(15 639)	160 025
Additions to non-current assets (except for leases)	5 800	5 706	875	12 381	-	12 381

*inter-segment revenue consists of sales of the Company's goods to subsidiaries Apranga SIA and Apranga OU and subsidiaries sale of remnants of goods to the Company.

In 2024, the Group’s profitability before taxes decreased to 6.6% (2023: 7.5%): in Lithuania decreased to 6.9% (2023: 8.3%), in Latvia decreased to 6.5% (2023: 6.9%), in Estonia increased to 5.7% (2023: 5.6%). The profitability before taxes is calculated as follows: profit (loss) for the year before income tax divided by store income from external customers.

The total carrying value of non-current assets located in Lithuania is EUR 64 889 thousand (2023: EUR 57 440 thousand), and the total of these non-current assets located in other countries is EUR 27 486 thousand (2023: EUR 30 150 thousand).

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

5.EXPENSES BY NATURE

For the year ended 31 December cost of sales consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Cost of goods sold	160 231	144 835	62 639	60 343
Write-down (reversal) of inventories to net realisable value	579	719	255	157
Total cost of sales	160 810	145 554	62 894	60 500

For the year ended 31 December selling costs consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Rent	8 886	8 680	2 343	2 351
Utilities	2 331	2 386	913	873
Remuneration of stores personnel	30 565	27 804	11 288	10 171
Social security contributions of stores personnel	3 195	2 916	208	185
Depreciation and amortization	20 503	19 427	8 170	7 524
Impairment charge (reversal)	186	( 74)	63	( 70)
Advertising and marketing	3 031	2 714	2 094	1 819
Franchise expenses	12 531	11 357	109	102
Bank commissions	1 699	1 614	396	392
Labelling, packing and repairing	1 014	895	533	455
Logistics and distribution	2 847	2 397	302	299
Business trips	615	652	386	429
Total selling costs	87 403	80 768	26 805	24 530

For the year ended 31 December general and administrative expenses consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Remuneration of administration personnel	9 494	9 277	7 445	7 311
Social security contributions of administration personnel	438	424	133	131
Other personnel related expenses	2 009	1 669	910	772
IT and communications	1 818	1 527	1 151	950
Repair and maintenance	3 836	3 710	1 754	1 617
Taxes (excluding income tax)	461	380	204	195
Consulting expense	212	221	203	212
Audit fee	259	201	75	47
Other expenses	5 342	4 523	1 746	1 667
Total general and administrative expenses	23 869	21 932	13 621	12 902

The "Other expenses" category includes trading platform fees, inventory losses, translation services, insurance costs, charitable donations and support, as well as other miscellaneous expenses.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

6.REVENUE FROM CONTRACTS WITH CUSTOMERS

For the year ended 31 December revenue from contracts with customers consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Retail income	292 842	269 540	82 842	77 355
Wholesale income	36	38	17 639	19 731
Management fees	-	-	6 971	7 291
Other income from contracts with custumers	59	118	93	66
Total revenue from contracts with customers	292 937	269 696	107 545	104 443

For the year ended 31 December retail income consisted of the following:

	GROUP		COMPANY
Chain	2024	2023	2024	2023
Economy	27 078	26 041	17 395	16 715
Youth	69 614	65 516	18 670	17 117
Footwear	3 272	3 521	2 046	1 896
Business	55 799	51 260	17 469	15 797
Luxury	28 792	26 461	15 845	15 421
Zara	95 240	84 992	-	-
Outlets	13 047	11 749	11 417	10 409
Total	292 842	269 540	82 842	77 355

For the year ended 31 December other income consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Rent income	25	23	27	26
Gain from disposal of PPE, net	9	3	6	2
Dividends	65	33	13 065	10 283
Total other income	99	59	13 098	10 311

7.FINANCE INCOME AND COSTS

For the year ended 31 December finance income consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Interest income	337	269	414	284
Total finance income	337	269	414	284

For the year ended 31 December finance costs consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Interest on bank borrowings	21	48	20	48
Interest expense on lease liabilities	1 836	1 390	695	560
Interest on borrowings from subsidiaries	-	-	457	395
Total finance costs	1 857	1 438	1 172	1 003

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

8.INCOME TAX EXPENSE

Domestic income tax is calculated at 15 per cent of the estimated profit for the year.

The total income tax charge can be reconciled to the accounting profit before tax as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
Profit before tax	19 434	20 332	16 565	16 103
Tax at the domestic income tax rate	2 915	3 050	2 485	2 415
Tax effect of income not subject to tax	( 37)	( 111)	(1 971)	(1 626)
Tax effect of expenses that are not deductible in determining taxable profit	199	249	163	115
Effect of different tax rates of foreign subsidiaries	397	371	-	-
Tax expense	3 474	3 559	677	904
Effective income tax rate	17.9%	17.5%	4.1%	5.6%

For the year ended 31 December income tax expense consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Current income tax expense	3 306	3 451	542	945
Deferred income tax	168	108	135	( 41)
Total income tax expense	3 474	3 559	677	904

9.DEFERRED INCOME TAX

The movement in deferred income tax liabilities account was as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
At beginning of year	(2 301)	(2 193)	( 366)	( 407)
Comprehensive income statement (charge) credit	( 168)	( 108)	( 135)	41
At end of year	(2 469)	(2 301)	( 501)	( 366)

Deferred tax assets and liabilities recognised as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
Deferred tax assets:
Lease liabilities IFRS 16	6 560	5 835	3 900	3 770
Inventory write down	551	456	328	270
Accruals	142	133	64	71
Impairment of property, plant and equipment	12	24	12	2
Total deferred tax assets	7 265	6 448	4 304	4 113

Deferred tax liability:
Right-of-use assets IFRS 16	(6 436)	(5 740)	(3 818)	(3 702)
Undistributed profits of subsidiaries	(2 162)	(2 073)	-	-
Depreciation of property, plant and equipment	(1 136)	( 936)	(1 006)	( 777)
Total deferred tax liabilities	(9 734)	(8 749)	(4 824)	(4 479)

Total deferred tax (liabilities) assets, net	(2 469)	(2 301)	( 520)	( 366)

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

10.DIVIDENDS PER SHARE

	2024	2023
Approved dividends	13 270	15 482
Weighted average number of ordinary shares in thousand (Note 21)	55 292	55 292
Approved dividends per share, EUR	0.24	0.28

In 2024, the Annual Shareholder’s Meeting approved to pay dividends 0.24 cent per share to the shareholders for 2023 year. In respect of the current 2024 year, the Board of Directors propose to pay 0.24 EUR dividend per share to the shareholders (Note 22). This dividend is subject to approval by the shareholders at the Annual Shareholder’s Meeting and has not been included as a liability in these financial statements.

11.EARNINGS PER SHARE

	GROUP		COMPANY
	2024	2023	2024	2023
Profit for the year	15 960	16 773	15 888	15 199
Weighted average number of ordinary shares in thousand (Note 21)	55 292	55 292	55 292	55 292
Basic and diluted earnings per share, EUR	0.29	0.30	0.29	0.27

The Company has no dilutive potential ordinary shares, therefore, the diluted earnings per share are the same as basic earnings per share.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

12.PROPERTY, PLANT AND EQUIPMENT

At 31 December property, plant and equipment consisted of the following:

GROUP	Buildings	Plant and equipment	Leasehold improve-ments	Commercial and other equipment	Construction in progress	Total
Cost
At 31 December 2022	8 963	2 126	9 848	43 150	434	64 521
Additions	104	35	686	2 140	8 783	11 748
Disposals and write-offs	-	( 7)	(2 853)	(6 333)	-	(9 193)
Transfers between captions	-	-	4 758	4 449	(9 207)	-
At 31 December 2023	9 067	2 154	12 439	43 406	10	67 076
Additions	2 511	1	804	2 982	5 414	11 712
Disposals and write-offs	-	( 38)	(1 394)	(3 046)	-	(4 478)
Transfers between captions	-	-	2 703	2 347	(5 050)	-
At 31 December 2024	11 578	2 117	14 552	45 689	374	74 310

Accumulated depreciation
At 31 December 2022	4 016	758	5 659	32 588	-	43 021
Charge for the year	254	140	1 470	3 962	-	5 826
Disposals and write-offs	-	( 7)	( 168)	(6 094)	-	(6 269)
At 31 December 2023	4 270	891	6 961	30 456	-	42 578
Charge for the year	264	141	1 496	3 983	-	5 884
Disposals and write-offs	-	( 39)	( 575)	(2 851)	-	(3 465)
At 31 December 2024	4 534	993	7 882	31 588	-	44 997

Impairment charge
At 31 December 2022	-	-	198	310	-	508
Charge for the year (reversal)			53	( 115)		( 62)
At 31 December 2023	-	-	251	195	-	446
Charge for the year (reversal)			42	106		148
At 31 December 2024	-	-	293	301	-	594

Carrying amount
At 31 December 2022	4 947	1 368	3 991	10 252	434	20 992
At 31 December 2023	4 797	1 263	5 227	12 755	10	24 052
At 31 December 2024	7 044	1 124	6 377	13 800	374	28 719

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

COMPANY	Buildings	Plant and equipment	Leasehold improve-ments	Commercial and other equipment	Construction in progress	Total
Cost
At 31 December 2022	8 963	2 126	5 120	12 066	135	28 410
Additions	104	34	28	1 334	1 190	2 690
Disposals and write-offs	-	( 7)	-	(1 468)	-	(1 475)
Transfers	-	-	1 104	211	(1 315)	-
At 31 December 2023	9 067	2 153	6 252	12 143	10	29 625
Additions	2 511	2	256	1 972	2 364	7 105
Disposals and write-offs	-	( 38)	( 383)	(1 298)	-	(1 719)
Transfers	-	-	1 749	276	(2 025)	-
At 31 December 2024	11 578	2 117	7 874	13 093	349	35 011

Accumulated depreciation
At 31 December 2022	4 016	758	2 748	9 218	-	16 740
Charge for the year	254	140	838	978	-	2 210
Disposals and write-offs	-	( 7)	-?	(1 353)	-	(1 360)
At 31 December 2023	4 270	891	3 586	8 843	-	17 590
Charge for the year	264	141	807	995	-	2 207
Disposals and write-offs	-	( 39)	( 235)	(1 126)	-	(1 400)
At 31 December 2024	4 534	993	4 158	8 712	-	18 397

Impairment charge
At 31 December 2022	-	-	34	22	-	56
Charge for the year (reversal)			( 24)	( 16)		( 40)
At 31 December 2023	-	-	10	6	-	16
Charge for the year (reversal)			27	35		62
At 31 December 2024	-	-	37	41	-	78

Carrying amount
At 31 December 2022	4 947	1 368	2 338	2 826	135	11 614
At 31 December 2023	4 797	1 262	2 656	3 294	10	12 019
At 31 December 2024	7 044	1 124	3 679	4 340	349	16 536

At 31 December 2024 the Group’s and the Company’s buildings with the carrying amount of EUR 4 103 thousand (2023: EUR 4 314 thousand) have been pledged as security for outstanding loans from financial institutions (Note 23).

As of December 31 2024 and as of December 31 2023, the Company has leased one premises to third parties.

At 31 December the acquisition cost of the fully depreciated property, plant and equipment still in use was as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
Plant and equipment	968	998	953	983
Leasehold improvements	-	276	-	66
Commercial and other equipment	10 659	12 337	4 205	4 896
Total	11 627	13 611	5 158	5 945

The main cash generating unit of the Group and the Company is a store. The Group and the Company have tested PPE used in stores operations for impairment in accordance with the accounting policies stated in Note 2.6.

Estimation of the value in use was based on the discounted post-tax cash flows (DCF) of the latest available business plan. DCF was estimated over remaining useful life of leasehold improvements and commercial and other equipment (vast majority of premises are leased). For the calculation of future cash flows in 2025 and in later years, each cash generating unit was assessed individually. Net sales

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

and personnel costs growth rates were established on brand or country level. The weighted average cost of capital (further – WACC) of 13-14 per cent post-tax (WACC of 13 per cent post-tax – in 2023) was used for value in use estimation.

Based on the calculations performed the management concluded that impairment in the amount of EUR 594 thousand for the Group (2023: EUR 446 thousand) and EUR 78 thousand for the Company (2023: EUR 16 thousand) should be recorded against PPE in the statement of financial position. The Group and the Company in 2024 recognized impairment losses of EUR 148 thousand and EUR 62 thousand respectively (2023: reversed impairment losses of EUR 62 thousand and EUR 40 thousand for the Group and the Company respectively). The impairment losses on PPE in 2024 were mainly due to an increase in the number of loss-making stores that showed indications of impairment and were therefore tested. Impairment of PPE is recognized in the statement of comprehensive income under selling costs.

If future operating cash flows in 2025 and in later years were reduced by 5 per cent, the Group and the Company in 2024 would have recognized additional PPE impairment amounting to EUR 9 thousand and EUR 3 thousand, respectively.

If the estimated post-tax discount rate applied to the discounted cash flows for cash generating units had been 1 percentage point higher than management estimates (for example 14-15 per cent instead of 13-14 per cent), the Group and the Company in 2024 would have recognized additional PPE impairment amounting to EUR 6 thousand and EUR 2 thousand, respectively.

The Management does not expect material changes in estimations made in the near future, except those disclosed in Note 2.2 (a).

13.INTANGIBLE ASSETS

At 31 December intangible assets consisted of the following:

	GROUP			COMPANY
	Licenses and rights acquired	Software	Total	Licenses and rights acquired	Software	Total
Cost
At 31 December 2022	625	1 808	2 433	500	1 788	2 288
Additions	89	544	633	90	515	605
Write-offs	-	( 5)	( 5)	-	( 1)	( 1)
At 31 December 2023	714	2 347	3 061	590	2 302	2 892
Additions	184	142	326	157	143	300
Write-offs	-	( 9)	( 9)	-	-	-
At 31 December 2024	898	2 480	3 378	747	2 445	3 192

Accumulated amortisation
At 31 December 2022	369	992	1 361	272	972	1 244
Charge for the year	75	147	222	66	142	208
Write-offs	-	( 5)	( 5)	-	( 1)	( 1)
At 31 December 2023	444	1 134	1 578	338	1 113	1 451
Charge for the year	92	291	383	83	282	365
Write-offs	-	( 9)	( 9)	-	-	-
At 31 December 2024	536	1 416	1 952	421	1 395	1 816

Carrying amount
At 31 December 2022	256	816	1 072	228	816	1 044
At 31 December 2023	270	1 213	1 483	252	1 189	1 441
At 31 December 2024	362	1 064	1 426	326	1 050	1 376

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

At 31 December the acquisition cost of fully amortized intangible assets still in use was as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
Licenses	185	159	90	84
Software	813	822	809	808
Total	998	981	899	892

14.INVESTMENTS IN SUBSIDIARIES

The Company’s investments in subsidiaries at 31 December are as follows:

Name	Country of incorporation	Cost
Name	Country of incorporation	2024	Ownership, %	2023	Ownership, %
UAB Apranga LT	Lithuania	724	100	724	100
UAB Apranga BPB LT	Lithuania	145	100	145	100
UAB Apranga PLT	Lithuania	87	100	87	100
UAB Apranga SLT	Lithuania	87	100	87	100
UAB Apranga MLT	Lithuania	87	100	87	100
UAB Apranga HLT	Lithuania	75	100	75	100
UAB Apranga OLT	Lithuania	50	100	50	100
UAB Apranga Ecom LT	Lithuania	10	100	10	100
SIA Apranga	Latvia	2 175	100	2 175	100
SIA Apranga LV	Latvia	153	100	153	100
SIA Apranga BPB LV	Latvia	86	100	86	100
SIA Apranga PLV	Latvia	86	100	86	100
SIA Apranga SLV	Latvia	85	100	85	100
SIA Apranga MLV	Latvia	86	100	86	100
SIA Apranga HLV	Latvia	50	100	50	100
SIA Apranga OLV	Latvia	50	100	50	100
SIA Apranga Ecom LV	Latvia	3	100	3	100
OU Apranga^*	Estonia	447	100	447	100
OU Apranga Estonia	Estonia	128	100	128	100
OU Apranga BEE	Estonia	96	100	96	100
OU Apranga PB Trade	Estonia	221	100	221	100
OU Apranga ST Retail	Estonia	96	100	96	100
OU Apranga MDE	Estonia	2	100	2	100
OU Apranga HEST	Estonia	50	100	50	100
OU Apranga Ecom EE	Estonia	17	100	17	100
Total investments		5 095		5 095

* At 31 December 2024 the Company directly owned 14.91% shares and indirectly through its subsidiary owned the rest 85.09% of shares (At 31 December 2023: 14.91% and 85.09%, respectively).

The changes in investments are as follows:

	2024	2023
Beginning of the year	5 095	5 095
At end of the year	5 095	5 095

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

15.INVENTORIES

	GROUP		COMPANY
	2024	2023	2024	2023
Goods for resale	52 982	53 320	29 442	28 323
Write-down of goods for resale to net realisable value*	(4 911)	(4 332)	(2 053)	(1 798)
Return assets	1 111	879	196	184
Goods in transit	294	131	294	131
Packaging and other materials	665	609	473	457
Total	50 141	50 607	28 352	27 297
*Acquisition cost of write-down of goods for resale to net realisable value	23 035	20 514	11 971	10 372

At 31 December 2024 inventories of the Group and the Company have been pledged as security for outstanding loans from financial institutions (Note 23). The total carrying amount of Group’s pledged inventories as at 31 December 2024 was EUR 11 296 thousand, Company’s - EUR 7 896 thousand (EUR 11 296 thousand and EUR 7 896 thousand as at 31 December 2023, respectively).

16.PREPAYMENTS

At 31 December prepayments consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Prepayments	1 554	1 667	1 547	1 587
Less non-current portion of prepayments	( 102)	( 142)	( 102)	( 63)
Current portion of prepayments	1 452	1 525	1 445	1 524

The major share of prepayments are prepayments to suppliers for goods, which are subsequently used to settle amounts due.

17.FINANCIAL INSTRUMENTS BY CATEGORY

The accounting policies for financial instruments have been applied to the line items at 31 December below:

	GROUP		COMPANY
	Category - Financial assets at amortised cost		Category - Financial assets at amortised cost
Assets as per statement of financial position:	2024	2023	2024	2023
Trade and other receivables	3 267	3 166	10 086	10 562
Cash and cash equivalents	18 405	17 665	6 845	7 974
Total	21 672	20 831	16 931	18 536

	Category - at fair value		Category - at fair value
Shares of Verslo Trikampis UAB (level 3)	2 600	2 600	2 600	2 600
Total	2 600	2 600	2 600	2 600

Total financial assets	24 272	23 431	19 531	21 136

In June 2018, the Company acquired shares of the investment company UAB Verslo trikampis (formerly UAB LIM Verslo Trikampio NT Fondas), which are recognized as financial assets at fair value through profit or loss. Refer to the accounting policies in Note 2.10, Financial assets and liabilities.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

In 2024 and in 2023, the management concluded that fair value of the investment in shares of UAB Verslo Trikampis corresponded to the book value, therefore the Group and the Company did not recognize any gain from change in value in 2024 and in 2023.

	GROUP		COMPANY
	Category - Financial liabilities measured at amortised cost		Category - Financial liabilities measured at amortised cost
	2024	2023	2024	2023
Liabilities as per statement of financial position:
Borrowings	-	-	6 960	6 360
Lease liabilities	62 652	61 935	24 829	25 381
Trade and other payables	18 014	17 732	5 952	5 567
Total	80 666	79 667	37 741	37 308

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

a.The carrying amount of current trade and other accounts receivable, current trade and other accounts payable and current borrowings approximates their fair value due to short term maturities (Level 3);

b.The value of investment in Verslo trikampis UAB fund is calculated as the number of fund units held multiplied by the value of the fund unit as at reporting date (Level 3). The valuation of main fund assets is performed using DCF model.

18.CREDIT QUALITY OF FINANCIAL ASSETS

Total credit risk exposure of the Group and the Company is provided below . Since there are no material overdue or with increased credit risk items, provision matrix is not provided in these financial statements.

	GROUP		COMPANY
	2024	2023	2024	2023
Financial assets at fair value	2 600	2 600	2 600	2 600
Trade and other receivables with no history of counterparty defaults	3 250	3 145	1 542	1 388
Receivables from related parties (Note 26)	17	21	8 544	9 174
Cash at bank or their parent companies that have high credit ratings (cash on hand or in transit is excluded)	13 586	13 089	6 338	7 164
Total	19 453	18 855	19 024	20 326

19.TRADE AND OTHER RECEIVABLES

At 31 December trade and other receivables consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Trade receivables from subsidiaries (Note 26)	-	-	8 526	8 183
Loans to subsidiaries (Note 26)	-	-	1	970
Loans and other receivables from related parties (note 26)	17	21	17	21
Trade receivables from unrelated parties	363	271	208	135
Other receivables	2 887	2 874	1 334	1 253
Total	3 267	3 166	10 086	10 562

Less non-current portion of other receivables	( 672)	( 528)	( 83)	( 80)
Current portion	2 595	2 638	10 003	10 482

The major share of other receivable are deposits, related to internet sales, and receivables from suppliers for returned goods.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

There were no expected significant credit lossess identified and, consequently, no allowance was accounted for as at 31 December 2024 and 2023. There were no receivables past due in 2024 and 2023.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group and the Company do not hold any collateral as security.

All the Company’s loans granted to subsidiaries are denominated in EUR currency. The interest rate at 31 December 2024 is 2.5 per cent (2023: 2.5 per cent), maturity date – 31 December 2025 (2023: 31 December 2024).

20.CASH AND CASH EQUIVALENTS

At 31 December cash and cash equivalents consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Cash at bank	13 586	13 089	6 338	7 164
Cash on hand	686	644	296	254
Cash in transit	4 133	3 932	211	556
Total	18 405	17 665	6 845	7 974

Cash in certain bank accounts and future cash inflows into these accounts were pledged to banks as security for credit facilities granted. At 31 December 2024, the cash balances of the Group and the Company in the pledged accounts amounted to EUR 6 338 thousand (2023: EUR 7 163 thousand) (Note 23).

Cash and cash equivalents include the following for the purposes of the cash flow statement:

	GROUP		COMPANY
	2024	2023	2024	2023
Cash and cash equivalents	18 405	17 665	6 845	7 974
Total	18 405	17 665	6 845	7 974

Presented below is the analysis of the credit quality of balances of cash and cash equivalents, except cash on hand and cash in transit, based on ratings established by the rating agency S&P (parent banks of the banks in whose accounts the Group's revenues are collected):

	GROUP		COMPANY
	2024	2023	2024	2023
A+	13 586	13 089	6 338	7 164
Total	13 586	13 089	6 338	7 164

21.SHARE CAPITAL

At 31 December 2024 issued share capital of the Company consisted of 55 291 960 (2023: 55 291 960) ordinary shares at par value of EUR 0.29 each. All issued shares are fully paid.

Subsidiaries did not hold any shares of the Company as of 31 December 2024 and 2023. The Company did not hold its own shares as of 31 December 2024 and 2023.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

22.LEGAL RESERVE AND PROFIT DISTRIBUTION

Under Lithuanian Law on Companies the Company has to allocate 1/20 of its net profit to the legal reserve until it reaches 1/10 of the Company’s authorised capital (up to EUR 1 604 thousand as at 31 December 2024 and 31 December 2023). Legal reserve is fully formed.

On 27 April 2024 the Company’s shareholders’ meeting resolved to pay EUR 13 270 thousand in dividends (EUR 0.24 per one share) for 2023 year. On 28 April 2023 the Company’s shareholders’ meeting resolved to pay EUR 15 482 thousand in dividends (EUR 0.28 per one share) for 2022 year.

In respect of the current year, the Board of directors propose a dividend of EUR 13 270 thousand to be paid to the shareholders. This dividend amount is subject to approval by shareholders at the Annual Shareholder’s Meeting.

23.BORROWINGS

At 31 December the carrying amounts of the borrowings consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Long term borrowings
Total	-	-	-	-

Short term borrowings
Borrowings from subsidiaries	-	-	6 960	6 360
Total	-	-	6 960	6 360

Total borrowings	-	-	6 960	6 360

The bank credit lines are secured by cash in certain of bank accounts (Note 20), some of buildings (Note 12) and part of inventories (Note 15).

At 31 December all amounts of the borrowings are denominated in EUR currency.

The weighted average interest rates at the end of the reporting period were as follows:

	GROUP		COMPANY
	2024	2023	2024	2023
Bank credit lines and loans	4-6%	5-6%	4-6%	5-6%
Bank overdraft	4-6%	5-6%	4-6%	5-6%
Borrowings from subsidiaries	-	-	3-4%	4.0%

Exposure of the Group’s and the Company’s borrowings to interest rate changes and the contractual repricing dates fall into period of 6 month or less.

The Group’s and the Company’s borrowing facilities contracted but undrawn as at the end of the reporting period were EUR 2 854 thousand (2023: EUR 10 282 thousand), and can be utilised until 31 May 2025. The Group and the Company use borrowing facilities to issue guarantees. For more information see note 27.

The Group has to comply with financial covenants imposed in the agreements with Luminor Bank AS and SEB bankas AB, such as equity to assets, financial debt to EBITDA as well as net financial debt to EBITDA. As at 31 December 2024 and as at 31 December 2023, the Group complied with all mentioned financial covenants. Definition of EBITDA is provided in the section No. 11 “Alternative Performance Indicators” of management report and on the Group’s website.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

24.TRADE AND OTHER PAYABLES

At 31 December trade and other payables consisted of the following:

	GROUP		COMPANY
	2024	2023	2024	2023
Payables to subsidiaries	-	-	767	-
Payables to other related parties	109	115	109	115
Trade payables	11 674	11 267	3 053	3 111
Employee benefits and related payables	6 567	6 449	3 378	3 417
Contract liabilities	1 186	721	256	182
Refund liabilities	1 749	1 394	337	314
Taxes, except income taxes, payable	5 440	5 062	1 628	1 569
Accrued expenses and other payables	6 231	6 350	2 023	2 341
Total	32 956	31 358	11 551	11 049

25.LEASES

The Group and the Company leases premises for retail trade, administration and logistics purposes and vehicles used by personnel for business activities.

Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period:

	GROUP			COMPANY
	Premises	Vehicles	In total	Premises	Vehicles	In total
As at 1 January 2024	58 452	333	58 785	24 144	311	24 455
Additions	13 813	532	14 345	4 435	373	4 808
Impairment (charge) reversal	( 38)	-	( 38)	( 1)	-	( 1)
Depreciation (expense)	(14 036)	( 200)	(14 236)	(5 429)	( 169)	(5 598)
As at 31 December 2024	58 191	665	58 856	23 149	515	23 664

	GROUP			COMPANY
	Premises	Vehicles	In total	Premises	Vehicles	In total
As at 1 January 2023	53 012	269	53 281	23 596	234	23 830
Additions	18 643	228	18 871	5 484	216	5 700
Impairment (charge) reversal	12	-	12	30	-	30
Depreciation (expense)	(13 215)	( 164)	(13 379)	(4 966)	( 139)	(5 105)
As at 31 December 2023	58 452	333	58 785	24 144	311	24 455

The Group and the Company have tested right-of-use assets for impairment in accordance with the accounting policies stated in Note 2. 6. Estimation of the value in use was calculated using the same method and using the same indicators as in Note 12.

Based on the calculations performed the management concluded that impairment in the amount of EUR 610 thousand for the Group (As at 31 December 2023: EUR 572 thousand) and EUR 54 thousand for the Company (As at 31 December 2023: EUR 53 thousand) should be recorded against right-of-use assets in the statement of financial position as at 31 December 2024. The Group in 2024 have recognised the impairment loss of right-of-use assets of EUR 38 thousand (impairment reversal of EUR 12 thousand was recognized in 2023), the Company have recognised the impairment loss of right-of-use assets of EUR 1 thousand (impairment reversal of EUR 30 thousand was recognized in 2023). The impairment charges on right-of-use assets in 2024 were mainly due to an increase in the number of loss-making stores that showed indications of impairment and were therefore tested. Impairment of right-of-use assets is recognized in the statement of comprehensive income under selling costs.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

If future operating cash flows in 2025 and in later years were reduced by 5 per cent, the Group and the Company in 2024 would have recognized additional right-of-use assets impairment amounting to EUR 11 thousand and EUR 4 thousand, respectively.

If the estimated post-tax discount rate applied to the discounted cash flows for cash generating units had been 1 per cent higher than management estimates (for example 14-15 per cent instead of 13-14 per cent), the Group and the Company in 2024 would have recognized additional right-of-use assets impairment amounting to EUR 8 thousand and EUR 2 thousand, respectively.

Set out below are the carrying amounts of lease liabilities (presented under “Current lease liabilities” and “Non-current lease liabilities”) and the movements during the period:

	GROUP	COMPANY
As at 1 January 2024	61 935	25 381
Additions	14 345	4 808
Accretion of interest	1 836	695
Payments	(15 311)	(6 055)
Rent discounts	( 153)	-
As at 31 December 2024	62 652	24 829
Current	14 578	5 742
Non-current	48 074	19 087

	GROUP	COMPANY
As at 1 January 2023	56 182	24 657
Additions	18 871	5 700
Accretion of interest	1 390	560
Payments	(14 354)	(5 525)
Rent discounts	( 154)	( 11)
As at 31 December 2023	61 935	25 381
Current	14 306	5 616
Non-current	47 629	19 765

As at 31 December 2024 present value of payments for leases which are not yet commenced but to which the Group and the Company are committed amounted to EUR 2 420 thousand and EUR 896 thousand (as at 31 December 2023 amounted to EUR 3 306 thousand and EUR 0 respectively).

The following are the amounts recognized in profit or loss:

	GROUP	COMPANY
	2024
Depreciation expense of right-of-use assets (included in selling costs)	14 236	5 598
Interest expense on lease liabilities (included in finance costs)	1 836	695
Expenses relating to short-term leases (included in selling costs)	243	65
Impairment charge (reversal), (included in selling costs)	38	1
Variable lease payments (included in selling costs)	8 796	2 278
Rent discounts (included in selling costs)	( 153)	-
Total amount recognized in profit or loss	24 996	8 637

	GROUP	COMPANY
	2023
Depreciation expense of right-of-use assets (included in selling costs)	13 379	5 105
Interest expense on lease liabilities (included in finance costs)	1 390	560
Expenses relating to short-term leases (included in selling costs)	407	278
Impairment charge (reversal) (included in selling costs)	( 12)	( 30)
Variable lease payments (included in selling costs)	8 427	2 085
Rent discounts (included in selling costs)	( 154)	( 11)
Total amount recognized in profit or loss	23 437	7 987

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

The Company/Group has lease contracts for Premises that contain variable payments based on the turnover of stores located in those Premises. Management’s objective is to align the lease expense with the revenue earned. The Company/Group accounted short-term leases and rent discounts as variable lease payments. The following provides information on the Company’s/Group’s variable lease payments in 2024 and 2023, including the magnitude in relation to fixed payments:

	GROUP			COMPANY
	Fixed payments	Variable payments	In total	Fixed payments	Variable payments	In total
Year ended 31 December 2024
Fixed payments	2 245	-	2 245	1 829	-	1 829
Variable rent with minimum payment	13 219	5 509	18 728	4 226	1 737	5 963
Variable rent only	-	3 377	3 377	-	606	606
Total	15 464	8 886	24 350	6 055	2 343	8 398

Year ended 31 December 2023
Fixed payments	2 082	-	2 082	1 765	-	1 765
Variable rent with minimum payment	12 215	5 904	18 119	3 700	1 979	5 679
Variable rent only	-	2 776	2 776	-	373	373
Total	14 297	8 680	22 977	5 465	2 352	7 817

26.RELATED PARTY TRANSACTIONS

The parties are considered related when one party has the possibility to control the other or have significant influence over the other party in making financial and operating decisions. There is no allowance for intercompany receivables as expected credit losses are immaterial.

The Company’s and the Group’s transactions with related parties and balances arising from these transactions as of 31 December were as follows:

Related parties	Accounts payable		Accounts receivable and loans granted		Income		Purchases
Related parties	2024	2023	2024	2023	2024	2023	2024	2023
UAB MG Grupė (the ultimate parent company)	14	12	-	-	-	-	127	123
As per ultimate parent company associated companies:
UAB Mineraliniai vandenys	-	-	-	-	-	-	44	29
UAB Mediafon Technology	1	11	-	-	-	-	22	112
UAB MG Investment	-	-	-	-	-	-	-	31
UAB Minvista	-	-	17	21	260	224	-	-
LNK Group	-	1	-	-	1	-	-	-
UAB Eminta	94	91	-	-	-	-	942	905
UAB MV GROUP	-	-	-	-	-	-	-	-
Total	109	115	17	21	261	224	1 135	1 200

Prevailing types of related party contracts are rent, management service fee, advertising, centralised services (telecommunications, utilities and etc.).

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

The Company’s transactions with subsidiaries and balances arising from these transactions as of 31 December were as follows:

Subsidiaries	Borrowings and accounts payable		Loans and accounts receivable		Income		Purchases
Subsidiaries	2024	2023	2024	2023	2024	2023	2024	2023
UAB Apranga LT	4 000	2 500	204	94	4 288	3 940	292	197
UAB Apranga BPB LT	350	700	35	53	1 079	916	44	43
UAB Apranga PLT	50	500	25	28	554	754	25	25
UAB Apranga SLT	350	400	28	39	802	902	30	28
UAB Apranga MLT	1 330	1 500	64	126	2 886	999	78	69
UAB Apranga HLT	750	760	31	60	661	633	23	21
UAB Apranga OLT	130	-	14	74	418	301	10	7
UAB Apranga Ecom LT	-	-	-	-	-	-	-	-
SIA Apranga	375	-	5 401	4 836	13 609	14 195	21	120
SIA Apranga LV	-	-	134	39	2 430	1 979	111	89
SIA Apranga BPB LV	-	-	11	9	317	304	17	9
SIA Apranga PLV	-	-	11	2	257	288	11	8
SIA Apranga SLV	-	-	11	11	305	355	17	10
SIA Apranga MLV	-	-	36	36	1 089	878	49	33
SIA Apranga HLV	-	-	14	25	332	341	11	5
SIA Apranga OLV	-	-	10	14	274	276	11	6
SIA Apranga Ecom LV	-	-	1	-	-	-	-	-
OU Apranga	392	-	2 380	3 593	6 096	8 475	8	48
OU Apranga Estonia	-	-	73	32	1 606	1 473	64	51
OU Apranga BEE	-	-	7	3	171	63	15	10
OU Apranga PB Trade	-	-	6	54	85	64	5	4
OU Apranga ST Retail	-	-	5	4	183	55	11	9
OU Apranga MDE	-	-	17	9	493	287	17	13
OU Apranga HEST	-	-	9	12	256	317	7	5
OU Apranga Ecom EE	-	-	-	-	-	-	-	-
Total	7 727	6 360	8 527	9 153	38 191	37 795	877	810

Prevailing types of intra-group transactions are centralised supplies of goods for resale, management service fees, centralised purchasing of services (telecommunications, IT, utilities and etc.), financing, distribution of earnings. Dividend income received from the subsidiaries is presented in ‘Income’ together with other income. In 2024, the Company received EUR 13 00 thousand dividend income from subsidiaries (in 2023 - EUR 10 250). Under ‘Income’ also accounted for sales of goods to subsidiaries SIA Apranga and OU Apranga, which in 2024 amounted to EUR 11 896 thousand and EUR 5 706 thousand respectively (in 2023: EUR 11 934 thousand and EUR 7 758 thousand, respectively).

The debts of Group companies are offset each month, and the remaining portion of the debt is paid no later than in 30 days. The Company’s/Group’s and related parties debts are paid within 30 days.

The Company has concluded short-term loan agreements with its subsidiaries, which, in case of need, are borrowed for 1 month Euribor plus margin interests.

Guarantees provided on behalf of related parties

Guarantees provided on behalf of related parties are disclosed in Note 27.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Compensation of key management personnel

The General Director and other Directors of the Company are considered to be the key management of the Group. There were 7 members of the key management as at 31 December 2024 (7 members of the key management as at 31 December 2023). 2 of them also belong to the Management Board, which consists of 6 members.

	GROUP		COMPANY
	2024	2023	2024	2023
Remuneration	3 001	3 261	2 912	3 174
Social security	53	58	51	56
Average number of key managers	7	7	7	7

On 30 April 2024 and on 27 April 2023 the Company’s shareholders’ meetings decided not to pay out annual bonuses to the key management.

27.COMMITMENTS AND CONTINGENCIES

Legal proceedings

As of 31 December 2024 and 2023 the Company and the Group were not involved in any legal process, which in the opinion of management, could have a material impact on the financial statements.

Guarantees

As of 31 December 2024, guarantees issued by the credit institutions on behalf of the Company to secure the obligations of its subsidiaries to their goods suppliers totaled EUR 22 523 thousand (31 December 2023: EUR 15 447 thousand). The letters of credit and guarantees provided to goods suppliers by the credit institutions on behalf of the Group as of 31 December 2024 amounted to EUR 24 146 thousand (31 December 2023: EUR 16 718 thousand). The Group and the Company increased the amount of outstanding guarantees due to a significant rise in purchases from goods suppliers over the past few years.

As of 31 December 2024, the Company’s guarantees issued to secure the obligations of its subsidiaries to their landlords totaled EUR 466 thousand (31 December 2023: EUR 474 thousand).

As of 31 December 2024 and 2023 the Company had no guarantees to the credit institutions issued to secure the borrowings of subsidiaries.

The management of the Group believes that the subsidiaries on behalf of which guarantees were issued will meet their liabilities to the creditors, therefore, no provisions in respect of these guarantees were accounted for in the financial statements as at 31 December 2024 and 31 December 2023.

Options granted

Options for assets

The Group issued irrevocable call options to INDITEX Group granting the right to purchase assets (leasehold improvements and PPE located in the premises of shops and inventory) of subsidiaries UAB Apranga LT, UAB Apranga BPB LT, UAB Apranga PLT, UAB Apranga SLT, UAB Apranga MLT, UAB Apranga HLT, UAB Apranga OLT, SIA Apranga LV, SIA Apranga BPB LV, SIA Apranga PLV, SIA Apranga SLV, SIA Apranga MLV, SIA Apranga OLV, SIA Apranga HLV, OU Apranga Estonia, OU Apranga BEE, OU Apranga PB Trade, OU Apranga ST Retail, OU Apranga MDE and OU Apranga HEST operating brands of INDITEX Group (ZARA, ZARA HOME, BERSHKA, PULL AND BEAR, STRADIVARIUS, MASSIMO DUTTI and OYSHO). The options are exercisable in 2026 and are firmly and irrevocably granted thus the Group cannot waive them.

The Group also issued irrevocable call options to ALDO Group granting the right to purchase assets (PPE located in the premises of shops and inventory) of Company and subsidiaries SIA Apranga and OU Apranga operating the brand of ALDO. The options are exercisable in 2027 and are firmly and irrevocably granted thus the Group cannot waive them.

NOTES TO THE FINANCIAL STATEMENTS	2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius
FOR THE YEAR ENDED 31 DECEMBER 2024
(all tabular amounts are in EUR thousands unless otherwise stated)

Options for lease rights

Subsidiaries UAB Apranga LT, UAB Apranga BPB LT, UAB Apranga PLT, UAB Apranga SLT, UAB Apranga MLT, UAB Apranga HLT, UAB Apranga OLT, SIA Apranga LV, SIA Apranga BPB LV, SIA Apranga PLV, SIA Apranga SLV, SIA Apranga MLV, SIA Apranga OLV, SIA Apranga HLV, OU Apranga Estonia, OU Apranga BEE, OU Apranga PB Trade, OU Apranga ST Retail, OU Apranga MDE and OU Apranga HEST operating brands of INDITEX Group (ZARA, ZARA HOME, BERSHKA, PULL AND BEAR, STRADIVARIUS, MASSIMO DUTTI and OYSHO) granted irrevocable options exercisable in 2026 by virtue of which INDITEX Group might acquire the lease rights and might become lessee in all or part of the lease agreements for the premises where ZARA, ZARA HOME, BERSHKA, PULL AND BEAR, STRADIVARIUS, MASSIMO DUTTI and OYSHO stores are located.

Company and its subsidiaries SIA Apranga and OU Apranga operating brand ALDO granted irrevocable options exercisable in 2027 by virtue of which ALDO Group might acquire the lease rights and might become lessee in the lease agreements for the premises where ALDO stores are located.

Considering economic and operational aspects, as well as more than 20-year business relationship with INDITEX Group, and taking into account numerous extensions of cooperation agreements and their terms, the Group's management believes that the agreements parties will not exercise any of the aforementioned options.

28.EVENTS AFTER THE REPORTING PERIOD

After the end of the reporting period, there were no events that had a significant impact on the activities of the Company and the Group.

APB APRANGA

Consolidated Management Report

For the year ended 31 December 2024

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

1. GENERAL INFORMATION

Consolidated management report is prepared for the year ended 31 December 2024.

Name of the Issuer: public limited liability trade company “Apranga”

Legal form: public limited liability company

Date and place of registration: 1

March 1993, Board of Vilnius City

Code of Enterprise: 121933274

Registered office: Ukmerges str. 362, Vilnius, LT-14311, Lithuania

Telephone number: +370 5 2390808

E-mail address: info@apranga.lt

Internet address: www.aprangagroup.com

At 31 December 2024 Apranga Group (hereinafter the Group) consisted of the parent company APB Apranga (hereinafter the

Company) and its 100 per cent owned 25 subsidiaries. The principal activity of the Company and its subsidiaries is retail trade of

apparel in Baltic countries.

Structure of the Group at 31 December 2024:

For more information on subsidiaries refer to Note 1 and Note 14 to Consolidated financial statements.

2. OPERATING HIGHLIGHTS

In 2024, the Group’s priorities were influenced by stagnating retail market of textile, clothing and footwear, rapid growth of

salaries, utilization of new technologies and sustainability related topics.

2.1. RETAIL MARKET OVERVIEW

The retail turnover (including VAT) of Apranga Group reached EUR 354.2 million in 12 months 2024 and increased by 8.5% year-

on-year. In 2024, the retail turnover of Apranga Group in Lithuania reached EUR 211.8 million and increased by 7.6% year-on-year.

In 2024 the retail turnover of Apranga Group in Latvia was EUR 90.7 million and surged by 14.1% year-on-year, in Estonia was EUR

51.7 million and grew by 3.4% year-on-year.

According to the data from the official statistics departments of Lithuania, Latvia and Estonia, the market of retail trade, except

motor vehicles and motorcycles, in the Baltic states the year 2024 generated 40.1 billion euros (without VAT) and grew by 2.4%

at current prices compared to the prior year.

The change of consumer prices in Baltic retail market in the year 2024 compared to the previous year averaged to around 1.6%.

In this period the price index change in Lithuania was 0.9%, Latvia 1.4% and Estonia 3.8%. Consumer confidence index in the Euro

area has been increasing throughout the year 2024 and rose from -16.0 to -14.5 (+1.5 p.). In Lithuania the index increased from

+2.5 to +6.6 (+4.1 p.), Latvia from -13.2 to -12.1 (+1.1 p.). Estonia’s consumer confidence despite being the lowest one of the three

countries continued to shrink from -33.6 to -35.9 (-2.3 p.).

The companies participating in the textile, clothing and footwear market of the Baltic states generated around 1.9 billion euros

turnover (without VAT) in 2024, which was 0.5% lower than in prior year.

APB "APRANGA"

LITHUANIA LATVIA ESTONIA

SIA "Apranga" OÜ "Apranga"

UAB "Apranga LT" SIA "Apranga LV" OÜ "Apranga Estonia"

UAB "Apranga BPB LT" SIA "Apranga BPB LV" OÜ "Apranga BEE"

UAB "Apranga PLT" SIA "Apranga PLV" OÜ "Apranga PB Trade"

UAB "Apranga SLT" SIA "Apranga SLV" OÜ "Apranga ST Retail"

UAB "Apranga MLT" SIA "Apranga MLV" OÜ "Apranga MDE"

UAB "Apranga HLT" SIA "Apranga HLV" OÜ "Apranga HEST"

UAB "Apranga OLT" SIA "Apranga OLV"

UAB "Apranga Ecom LT" SIA "Apranga Ecom LV" OÜ "Apranga Ecom EE"

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

The change of consumer prices index in the clothing and footwear industry in Baltic retail market in year 2024 compared to the

corresponding period of the previous year averaged to around 0.6%. In this period the price index change in Lithuania was -1.1%,

Latvia 2.0% and Estonia 0.9%. Lithuania remains the largest market of retail trade of textile, clothing, and footwear in specialized

stores in the Baltic countries, generating about 50% of the Baltic countries market turnover.

Retail turnover of Group‘s stores by countries (EUR thousand, VAT included):

Country

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Lithuania

211 766

196 884

178 024

7,6%

19,0%

Latvia

90 746

79 513

70 900

14,1%

28,0%

Estonia

51 693

50 009

44 416

3,4%

16,4%

Total:

354 205

326 406

293 340

8,5%

20,7%

Retail turnover of Group‘s stores by countries (EUR thousand, VAT excluded)*:

Country

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Lithuania

175 337

162 728

147 134

7,7%

19,2%

Latvia

75 151

65 716

58 601

14,4%

28,2%

Estonia

42 687

41 674

37 016

2,4%

15,3%

Total:

293 175

270 118

242 752

8,5%

20,8%

*The difference between turnover (VAT excluded) shown in the Annual report and retail income disclosed in Note 6 of the

Financial statements is due to return of goods (see Note 24).

In 2024, the turnover (VAT included, taking into account actual returns during the calendar year 2024, this consideration is also

used in all comments below) of the retail chain operated by Apranga Group amounted to EUR 211.8 million in the main domestic

market of Lithuania, or by 7.6% more than in 2023. The share of Lithuanian chain turnover comprised 59.8%, or by 0.5 percentage

points less than in 2023.

The retail turnover from physical stores and online sources of the Apranga Group chain in foreign markets (Latvia and Estonia)

reached EUR 142.4 million in 2024, or by 10.0% more, than in 2023. The foreign turnover share in total Group’s turnover has

increased from 39.7% to 40.2% during the year.

The retail turnover of Apranga Group by quarters (EUR thousand, VAT included):

Year

2024

72 254

89 317

89 812

102 822

354 205

2023

65 123

82 517

83 606

95 159

326 406

2022

52 614

75 077

81 130

84 519

293 340

2024/2023, %

10,9%

8,2%

7,4%

8,1%

8,5%

2024/2022, %

37,3%

19,0%

10,7%

21,7%

20,7%

The retail turnover of Apranga Group by quarters (EUR thousand, VAT excluded):

Year

2024

59 817

73 910

74 292

85 156

293 175

2023

53 882

68 280

69 180

78 776

270 118

2022

43 539

62 133

67 141

69 939

242 752

2024/2023, %

11,0%

8,2%

7,4%

8,1%

8,5%

2024/2022, %

37,4%

19,0%

10,7%

21,8%

20,8%

The online turnover of the Group was as follows (EUR thousand, VAT included):

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Online turnover

48 428

39 860

33 672

21,5%

43,8%

Relative weight in total turnover

13,7%

12,2%

11,5%

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

The online turnover of the Group was as follows (EUR thousand, VAT excluded):

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Online turnover

40 759

33 008

27 884

23,5%

46,2%

Relative weight in total turnover

13,9%

12,2%

11,5%

The Group's online turnover (VAT included) increased by 21,5% in the 12 months of the year, and its relative weight in total

turnover increased from 12.2% to 13.7% compared to the corresponding period of the previous year.

Retail turnover of Group‘s stores by chains (EUR thousand, VAT included) was as follows:

Chain

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Economy

32 839

31 535

31 102

4,1%

5,6%

Youth

84 379

79 346

69 998

6,3%

20,5%

Footwear

3 970

4 263

4 679

-6,9%

-15,2%

Business

67 668

62 064

54 100

9,0%

25,1%

Luxury

34 154

32 087

29 280

6,4%

16,6%

Zara

115 524

102 871

89 853

12,3%

28,6%

Outlets

15 670

14 240

14 328

10,0%

9,4%

Total

354 205

326 406

293 340

8,5%

20,7%

Apranga, Tom Tailor, Orsay, Jack&Jones, Vero Moda;

Aprangos galerija, Moskito, Mango, Bershka, Pull & Bear, Stradivarius, Oysho, A|X Armani Exchange;

City, Massimo Dutti, Marella, Pennyblack, Coccinelle, Tommy Hilfiger, Zara Home, Calvin Klein Underwear, Liu Jo, MAX&Co., Calvin Klein, Boggi;

Burberry, Emporio Armani, Boss, Zegna, MaxMara, Weekend MaxMara, Marina Rinaldi, Mados linija, Nude, Sandro, Maje, Hugo.

Retail turnover of Group‘s stores by chains (EUR thousand, VAT excluded) was as follows:

Chain

12 months

2024

12 months

2023

12 months

2022

2024/2023, %

2024/2022, %

Economy

27 107

26 094

25 733

3,9%

5,3%

Youth

69 698

65 650

57 915

6,2%

20,3%

Footwear

3 276

3 528

3 873

-7,1%

-15,4%

Business

55 897

51 348

44 761

8,9%

24,9%

Luxury

28 811

26 567

24 242

8,4%

18,8%

Zara

95 328

85 162

74 387

11,9%

28,2%

Outlets

13 059

11 768

11 841

11,0%

10,3%

Total

293 175

270 118

242 752

8,5%

20,8%

2.2. DEVELOPMENT AND MODERNIZATION OF THE RETAIL CHAIN

In 2020-2024 the dynamics of the number of stores and sales area was as follows:

31 12 2024

31 12 2023

31 12 2022

31 12 2021

31 12 2020

The number of stores

171

169

168

169

179

Stores area (thousand sq. m.)

92,0

90,8

90,6

92,6

During the year 2024 Apranga Group opened 7 new stores, renovated 11 stores and closed 5 stores. Currently Apranga Group

operates the chain of 171 stores (103 in Lithuania, 44 in Latvia and 24 in Estonia) covering the gross area of 92.0 thousand sq. m.,

or by 1.3% more than a year ago.

The total area of stores by countries was as follows (thousand sq. m):

Country

31 12 2024

31 12 2023

31 12 2022

2024/2023, %

2024/2022, %

Lithuania

50,7

49,4

51,0

2,7%

-0,4%

Latvia

27,9

26,4

0,0%

5,5%

Estonia

13,4

13,5

13,2

-1,0%

1,1%

Total:

92,0

90,8

90,6

1,3%

1,5%

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

The number of stores by countries was as follows:

Country

31 12 2024

31 12 2023

31 12 2022

2024/2023, %

2024/2022, %

Lithuania

103

100

3,0%

Latvia

0,0%

Estonia

-4,0%

0,0%

Total:

171

169

168

1,2%

1,8%

At 31 December the number of stores by chains was as follows:

Chain

31 12 2024

31 12 2023

31 12 2022

2024/2023, %

2024/2022, %

Economy

0,0%

5,3%

Youth

-2,2%

-6,3%

Footwear

-10,0%

-18,2%

Business

2,3%

7,3%

Luxury

9,4%

16,7%

Zara

0,0%

-10,0%

Outlets

0,0%

Total

171

169

168

1,2%

1,8%

The net capital expenditure to the retail chain expansion, renovation and modernization amounted to EUR 11.1 million in 12

months of 2024 (see Note 4 “Investments into non-current assets”). Investments (acquisitions) by segments are disclosed in

Note 3 (“Segment information”). The Group is not engaged in activities related to research and experimental development,

except to the extent of process improvement. Group invests in the latest technology and the latest technology processes.

2.3. MAIN INDICATORS

In addition to the key figures defined or specified in the applicable IFRS financial reporting framework, the Group also provides

key financial ratios derived from or based on the prepared financial statements. These are known as Alternative Performance

Measures (APM). Definitions of APM are provided in the section No. 11 “Alternative Performance Indicators” of this report and on

the Group’s website.

The Group earned EUR 19.4 million of profit before income tax in 12 months 2024, while profit before taxes amounted to EUR

20.3 million in 12 months of 2023 (decreased by 4.4%).

EBITDA of the Group was EUR 41.5 million in 12 months 2024, while the Group had EBITDA of EUR 40.9 million in the same period

of 2023 (increased by 1.3%). EBITDA margin has decreased from 15.2% to 14.2% during the year. ROE and ROA ratios increased to

24.1% and 9.7%, respectively.

Main Group Indicators

2024

2023

2022

2021

2020

Net sales, EUR thousand

292 937

269 696

242 899

189 745

169 958

Net sales in foreign markets, EUR thousand

117 682

107 277

95 595

68 502

71 424

Gross profit, EUR thousand

132 127

124 142

111 344

82 230

71 146

Gross profit margin, %

45,1%

46,0%

45,8%

43,3%

41,9%

Operating profit, EUR thousand

20 954

21 501

19 869

14 278

7 038

Operating profit margin, %

7,2%

8,0%

8,2%

7,5%

4,1%

Profit before income tax, EUR thousand

19 434

20 332

18 745

13 211

5 961

Profit before income tax margin, %

6,6%

7,5%

7,7%

7,0%

3,5%

Profit for the period, EUR thousand

15 960

16 773

15 635

10 896

4 936

Profit for the period margin, %

5,4%

6,2%

6,4%

5,7%

2,9%

EBITDA, EUR thousand

41 457

40 928

38 906

34 076

27 340

EBITDA margin, %

14,2%

15,2%

16,0%

18,0%

16,1%

Earnings per share (EPS), EUR

0,29

0,30

0,28

0,20

0,09

Price-to-Earnings ratio (P/E), times

10,1

8,8

7,6

10,7

23,6

Dividend / Profit for the period*, %

83,1%

79,1%

99,0%

182,7%

0,0%

Return on equity (end of the period), %

24,1%

26,3%

25,1%

14,6%

7,8%

Return on assets (end of the period), %

9,7%

10,5%

6,6%

3,1%

Net debt to equity, %

-27,7%

-36,8%

-39,7%

-28,5%

Current ratio, times

1,5

1,6

1,7

2,0

1,9

* The year 2024 dividends proposed by the Board, not approved.

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

In 12 months 2024, the Group‘s gross profit grew slower than the sales. The Group‘s gross profit margin, compared to the same

period last year, decreased from 46.0% to 45.1% due to more active sales promotions and higher level of goods inventories

throughout the year.

The operating expenses of the Group totaled to EUR 111.2 million in 12 months 2024 and increased by 8.3%, comparing to the

same period 2023. Operating expenses increased less than sales, which grew by 8.6%.

Main Group Indicators

2024

2023

Change

Net sales, EUR thousand

292 937

269 696

8,6%

Net sales in foreign markets, EUR thousand

117 682

107 277

9,7%

Gross profit, EUR thousand

132 127

124 142

6,4%

Operating expenses

(111 173)

(102 641)

8,3%

Operating profit, EUR thousand

20 954

21 501

-2,5%

Profit before income tax, EUR thousand

19 434

20 332

-4,4%

Net profit, EUR thousand

15 960

16 773

-4,8%

EBITDA, EUR thousand

41 457

40 928

1,3%

The Group’s level of inventories during the last 12 months decreased by 0.9% to EUR 50.1 million. Company’s inventories increased

by 3.9% to EUR 28.4 million.

For additional information on the operations by countries of the Group refer to Note 4 to the Consolidated financial statements.

2.4. PERSONNEL

The number of employees on 31 December 2024 and average salary by categories in 2024 were as follows:

Group

Company

Group

Company

Employee category

Number of employees

Average monthly salary, EUR

Administration

190

130

4 333

4 857

Stores' personnel

2 030

580

1 337

1 445

Logistics

1 845

Total

2 295

785

1 606

2 059

In 2024 the number of employees in the Group and the Company has increased by 46 (+2.0%) and 25 (+3.3%), respectively.

The number of employees by education level on 31 December 2024 was as follows:

Education level

Group

Company

Higher

458

177

Professional

373

211

Secondary

478

151

Primary

Student

915

236

Total:

2 295

785

2.5. TRADING INFORMATION

The price of the Company shares in 12 months 2024 increased by 10.0% from EUR 2.66 per share to EUR 2.93 per share. The

maximum share price for the 12 months period was EUR 3.06 per share, minimum share price - EUR 2.67 per share. The market

capitalization of the Company increased from EUR 147 million at the beginning of the year to EUR 162 million at the end of

December 2024. The weighted average price of 1 share during the reporting period was EUR 2.86. Company’s share turnover

was EUR 6.2 million in 12 months 2024.

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Company and OMX Baltic Benchmark GI index change for the period 2020-2024:

0,0

0,1

0,2

0,3

0,4

0,5

0,6

0,7

0,8

0,9

1,0

0,40

0,60

0,80

1,00

1,20

1,40

1,60

1,80

2,00

2,20

2,40

2,60

2,80

3,00

3,20

3,40

01.2022 06.2022 12.2022 06.2023 12.2023 06.2024 12.2024

Millions

Share price Turnover

Share price, in EUR Turnover, EUR million

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

3. OPERATING PLANS

Apranga Group plans to reach EUR 377 million turnover (including VAT) in 2025, or by 6.4% higher than the year 2024 turnover.

In 2025 Apranga Group plans to renovate or open 7-10 stores. The net investment is planned to be about EUR 7-10 million.

4. BUSINESS PHILOSOPHY

• We work and strive to work only with the fastest-growing, commercially the most successful global brands and chains

operating in different markets and acceptable to our market;

• We never make compromises in the selection of the best locations for stores (“Location – more important than money”,

“We have to be where we can not not to be”;

• We aim to install stores according to the highest European design and technology requirements;

• We strive to use in best the power of the obvious market leader, as well as rapid development opportunities in competitive

environment.

5. ENVIRONMENTAL PROTECTION

The Groups approach to environmental protection is defined by respect and responsibility of own actions. The main areas of

interest are defined by the outcomes of the Double Materiality Assessment (DMA) process, which identified the most important

environmental topics. This process has also incorporated the interests and perspectives of our stakeholders, ensuring that our

approach not only addresses our own operations but also considers our broader impact on the value chain. The Group is yet to

adapt Sustainability strategy, nevertheless the main initiatives are focused on sustainable resource use, energy-efficient stores,

fair treatment of waste, and working with stakeholders in the value chain.

More information about the Group’s environmental protection is presented in the Group’s 2024 Sustainability Statement.

6. CONSOLIDATION

In order to ensure the fairness of preparation consolidated financial statements and to reduce associated risks, the unified

centralised accounting and business information management system has been implemented in all Group companies. All

Group companies use the standard chart of accounts and apply unified accounting principles.

More information on the principles of preparation of the consolidated financial statements is presented in Note 2.4 to the

Consolidated financial statements.

7. SECURITIES

The share capital of APB Apranga is EUR 16,034,668.40 and it is divided into 55,291,960 ordinary registered shares with a nominal

value of EUR 0.29 each, where each share grants to its owner 1 vote (in total 55,291,960 voting shares), all shares are paid in full

and give the owners equal rights. All 55 291 960 ordinary shares of nominal value EUR 0.29 each (ISIN code LT0000102337) that

comprise Company‘s share capital are listed on Baltic equity list of Nasdaq Vilnius Stock Exchange. For more information on the

share capital of the Company refer to Note 21 to Consolidated financial statements.

Neither Company, nor its subsidiaries directly or indirectly acquired own shares. By the knowledge of the Company’s

management, there are no restrictions imposed on transfer of Company’s shares. All Company‘s shares give equal rights to

shareholders and there are no shareholders with special control rights.

By the knowledge of the Company’s management, there are no restrictions imposed on voting rights.

By the knowledge of the Company’s management, there are no agreements among shareholders which may limit transfer of

shares, or their voting rights.

Each owner of the ordinary registered share has the following property rights:

1) To receive part of the company‘s profit (dividend);

2) To receive a part of the assets of the company in liquidation;

3) To receive shares free of charge if the share capital is increased out of the company‘s funds, except the cases specified in

the Law on Companies.

4) To have the pre-emption right to acquire the shares or convertible debenture issued by the company, except in cases when

General Shareholder‘s Meeting pursuant to Law on Companies decides to withdraw the pre-emption right in acquiring the

company‘s issued shares for all shareholders;

5) As provided by laws to lend to the company, however the company borrowing from its shareholders has no right to

mortgage or pledge its assets to shareholders. When the company borrows from a shareholder, the interest may not be

higher than the average interest rate offered by commercial banks of the locality where the lender has his/her 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 are prohibited from negotiating a higher interest rate;

6) To receive Company‘s funds in event the share capital is decreased on purpose to pay Company‘s funds to shareholders;

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

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Each owner of the ordinary registered share has the following non-property rights:

1) To attend and vote in General Shareholder‘s Meetings. One ordinary registered share grants to its owner one vote at the

General Shareholders‘ Meeting. The right to vote at the General Shareholder‘s Meeting may be withdrawn or restricted in

cases established by laws of the Republic of Lithuania, also in cases when share ownership is contested;

2) To submit to the company in advance the questions related to the issues on the agenda of the general meeting of

shareholders;

3) To receive information on the company as provided by Law on Companies and/or by Law on Markets in Financial

Instruments;

4) To file a claim to the court requesting compensation of damage to company resulting from non-performance or improper

performance of the duties of the Manager of the Company or members of the Board of the company which duties have

been prescribed by law and these Articles of Association of the company as well as in other cases as may be prescribed by

law;

5) Other non-property rights prescribed by law.

At 31 December 2024, the Company had 7 163 shareholders. Company‘s shareholders which owned or had under management

more than 5% of share capital were:

Shareholder

Enterprise

code

Address

Number of

% of total

ownership

UAB MG Investment

123249022

Aukštaičių 7, Vilnius, Lithuania

36 169 099

65,4%

UAB Minvista

110685692

Aukštaičių 7, Vilnius, Lithuania

5 795 929

10,5%

There are no material agreements where the Company is a counterparty and which may come into force, or may change, or

may end with the change of control over the Company. Information about related party transactions is provided in the Note 27

to the Consolidated financial statements.

At 24 July 2017 the Company concluded an open-ended agreement with SEB bankas AB (entity code: 112021238, address:

Konstitucijos av. 24, LT-08105 Vilnius) on supervision of securities accounts.

8. GOVERNANCE REPORT

For the Governance Report and the full text of Compliance Report with the Governance Code for the companies listed on the

Nasdaq Vilnius stock exchange refer to Annex “Governance Report” to this management report.

9. SUSTAINABILITY STATEMENT

The Group’s Sustainability Report is provided in Annex “Sustainability Statement” to this consolidated management report.

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

10. REMUNERATION REPORT

Company’s Remuneration Policy approved by the General meeting of shareholders is valid and applicable at the Company.

Remuneration Policy of the Company establishes the essential requirements and principles based on which remuneration is

paid to the Company’s General Manager and to the members of the Management Board of the Company. The Supervisory Board

is not formed in the Company.

No agreements are concluded with the Members of the Management Board regarding their activities as Members of the

Management Board in the Company. Only Independent Members of the Management Board of the Company are remunerated

for their work at the Board. The Members of the Management Board of the Company, who are also employees of the Company,

receive remuneration only for the direct duties they perform under the employment contract, i.e. their remuneration for direct

functions in the Company and being a Member of the Board (performance of the duties of member of the Board) are not related

in any way and are not dependent on each other. The Members of the Management Board of the Company, who are not

employees of the Company or do not serve as Independent Members of the Management Board, are not additionally

incentivised, they are not paid for their work in the Management Board of the Company, therefore, such members of the Board

perform their duties of a member of the Management Board of the Company free of charge.

The employment contract with the Head of the Company is concluded for an indefinite period. The Head of the Company, as

provided by the Law on Companies, is elected and removed from office, his remuneration is determined, his job description is

approved, he is promoted and penalized based on the Management Board decision. In his / her activities, the Head of the

Company follows the laws, other legal acts, the Company's Articles of Association, decisions of the General Meeting of

Shareholders, as well as decisions of the Management Board. The amounts of allowances, notice periods related to the

termination of employment or term of office are determined taking into account the requirements established in the specific

labour laws. Employment contracts with the Head of the Company are not normally subject to prior agreements on severance

pay, supplementary pensions or early retirement arrangements.

The remuneration of the Head of the Company consists of:

- a fixed part of the remuneration, which is agreed upon and approved by the Management Board of the Company in each

individual case and which does not change and is paid to the Head of the Company on a monthly basis, regardless of the

Company's performance;

- a variable part of remuneration, which depends on the performance of the Company, including its subsidiaries (hereinafter -

the Group), i.e. this is a concrete percentage of Group's profit, which is approved by the Management Board of the Company.

This variable part of the remuneration is paid once a calendar quarter, based on the Group's results for the previous quarter. The

ratio of variable to fixed part depends only on the Group's performance.

The amount of variable remuneration (as a percentage of the Group's profit) for the Head of the Company is determined and

approved by the Management Board of the Company so as to comply with the Company's and the Group's business strategy,

long-term goals and operational interests, to ensure shareholders' interests, to promote sound and efficient management and

risk management to the extent of decision making, would help to avoid conflicts of interest, ensure compliance with the code

of ethics and conduct.

There are no agreements between the Company, members of its management bodies, or its employees regarding special

compensations in case of their resignation, or dismiss without legitimate reason, or the end of their duties connected with the

change of the Control over the Company.

Annual remuneration for 2024 year of the members of the Management Board - the Company's employees, EUR thousand

(before taxes):

Name, Surname

Position

Fixed

part

Variable

part

Total

Variable

part, %

Darius Juozas Mockus

Chairman of the Board

Vidas Lazickas

Member of the Board

Rimantas Perveneckas

General Director

248

505

753

67%

Ilona Simkuniene

Member of the Board, Purchasing Director

150

316

465

68%

Ramunas Gaidamavicius

Member of the Board, Development Director

103

253

356

71%

Jonas Jukštys

Member of the Board, independent

Gintaras Juškauskas

Member of the Board, independent

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Annual remuneration and Group’s performance in 2020-2024:

2024

2023

2022

2021

2020

Remuneration, EUR thousand

Rimantas Perveneckas

753

836

767

487

430

Ilona Šimkūnienė

465

514

465

307

265

Ramūnas Gaidamavičius

356

394

355

241

204

Average Employee Total Remuneration Costs*

19,3

18,4

17,3

13,1

10,0

Group performance

Net sales, EUR thousand

292 937

269 696

242 899

189 745

169 958

EBT, EUR thousand

19 434

20 332

18 745

13 211

5 961

EBITDA, EUR thousand

41 457

40 928

38 906

34 076

27 340

* Average employee total remuneration costs ratio is computed using a total headcount, including part-time employees. Part-time

employees make up more than half of the total Group‘s employees.

The Management Board members and the Head of the Company do not receive any other parts of remuneration, bonuses,

premiums, incentives other than those provided for in Remuneration Policy.

The Management Board members and the Head of the Company have not received any remuneration from other companies

belonging to the Group.

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

11. ALTERNATIVE PERFORMANCE MEASURES

With regard to the requirements of the European Securities and Markets Authority (ESMA) Guidelines on Alternative

Performance Measures, an overview of the Alternative Performance Measures (APM) used, their definition and calculation are

provided below and also on Apranga APB website at: https://aprangagroup.lt/en/investors/investor-relations/alternative-

performance-measures

Performance measure

Formula and components used for the

calculation

Interpretation

Net sales

A sum of stores income, online income, wholesales

and other income from contracts with customers

Revenue from contracts with customers

EBITDA

Profit before finance income and finance costs,

income tax, depreciation and amortization

EBITDA is used as a relevant measure for investors to be

able to understand profit generation before investments

in fixed assets. It also shows the ability to repay loans and

pay interests

Alternative calculation:

EBIT before depreciation and amortization.

EBITDA margin, %

EBITDA divided by net sales

Shows the profitability of the company and is used to

compare companies in the same business sector

EBIT

Profit before finance income and finance costs and

income tax

A business performance indicator that shows the

company's ability to make a profit, regardless of the

method of financing (then determines the optimal use of

debt vs. equity)

EBIT margin, %

EBIT divided by net sales

Shows the profitability of the company and is used to

compare companies in the same business sector

Net investment

Purchases of long-term assets – Disposal of long-term

assets

In the activities of Apranga APB, part of the investment

into installation of the store is often disposed to the

owner of the premises. Therefore, to reflect the real

impact on cash flows and operating costs (depreciation),

it is appropriate to use the net investment measure

Net debt

Borrowings - Cash and cash equivalents

Shows the level of real debt to financial institutions

(Non-current and current borrowings, excluding IFRS

16 lease liabilities, less cash and cash equivalent)

Net debt to equity

Net debt / Equity (at the end of the reporting period)

Shows the level of financial debts compared to equity.

The ratio is used to evaluate a company's financial

leverage. The debt/equity ratio is also referred to as a risk

or gearing ratio. The higher the value of this ratio, the

lower the solvency of the company

Earnings per share (EPS)

Profit for the period / Number of shares

Earnings per share serve as an indicator of a company's

profitability. It shows the portion of a company's profit

allocated to each share of common stock

Price-to-Earnings ratio

(P/E)

Share price (at the end of the reporting period) /

Earnings per share (EPS)

The price-earnings ratio indicates the price investors pay

for one euro of the company’s earnings. This ratio is very

versatile and is suitable for comparing not only for

companies of the same sector but also very different

companies

Dividend payout ratio, %

Dividend / Profit for the period

Shows which the part of the company's profit is paid by

dividends

Return on equity (ROE)

Profit for the period / Equity (at the end of the

reporting period)

The ratio shows the percentage return the company

earns from equity. Higher ROE ratio is considered as

better

Return on assets (ROA)

Profit for the period / Assets (at the end of the

reporting period)

The ratio shows the percentage return the company

earns from assets. The higher the ratio, the more efficient

use of assets

Current ratio

Current Assets (at the end of the reporting period) /

Current Liabilities (at the end of the reporting period)

The current ratio is a liquidity ratio that measures a

company's ability to pay short-term and long-term

obligations

C O N S O L I D A T E D M A N A G E M E N T R E P O R T 3 . 1

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

12. PUBLICLY ANNOUNCED INFORMATION

The Company in 2024 publicly announced and broadcasted through Nasdaq Vilnius Globe Newswire and own webpage the

following information:

Date

Title

2024-01-03

Turnover of Apranga Group in December 2023 and total year 2023

2024-02-01

Turnover of Apranga Group in January 2024

2024-02-28

Apranga Group interim information for 12 months of 2023

2024-03-01

Turnover of Apranga Group in February 2024

2024-04-02

Turnover of Apranga Group in March 2024

2024-04-03

Notice of the Annual General Meeting of APB „APRANGA“ shareholders

2024-04-03

Draft resolutions of the Annual General Meeting of APB APRANGA shareholders to be held on April 30th, 2024

2024-04-26

Apranga Group interim report for 3 months of 2024

2024-04-30

Resolutions of the Annual General Meeting of Apranga APB shareholders

2024-04-30

Apranga APB annual report 2023

2024-05-02

Turnover of Apranga Group in April 2024

2024-05-06

Ex-dividend date and procedure for the payment of Apranga APB dividends for the year 2023

2024-05-10

Notification on Apranga APB manager's related party transactions

2024-06-03

Turnover of Apranga Group in May 2024

2024-07-01

Turnover of Apranga Group in Jue 2024

2024-07-26

Apranga Group interim report for 6 months of 2024

2024-08-01

Turnover of Apranga Group in July 2024

2024-09-02

Turnover of Apranga Group in August 2024

2024-10-01

Turnover of Apranga Group in September 2024

2024-10-29

Apranga Group interim information for 9 months of 2024

2024-11-04

Turnover of Apranga Group in October 2024

2024-12-02

Turnover of Apranga Group in Novermber 2024

2024-12-10

The turnover and expansion plans of Apranga Group in 2025

2024-12-19

Apranga Group investor's calendar for the year 2025

2024-12-27

Apranga Group revised investment forecast for the year 2024

Contents of above mentioned announcements can be obtained on Nasdaq Vilnius Stock Exchange webpage

https://nasdaqbaltic.com/statistics/en/instrument/LT0000102337/news? and on Company‘s webpage

http://aprangagroup.lt/en/investors/news-and-material-events.

202 4 G O V E R N A N C E R E P O R T

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

The public trade company APRANGA (hereinafter referred to as the “Company”) essentially follows the Corporate Governance

Code for the Companies Listed on the Nasdaq Vilnius stock exchange adopted and valid as on 31 December 2024. Corporate

Governance Code is publicly available at: https://nasdaqbaltic.com/market-regulation/nasdaq-vilnius-rules/

RISKS

In its activities the Group is exposed to various risks (regulatory, operational, investment, market, competition, economic cycle,

macroeconomic factors, etc.), but only some of which may significantly affect the Group's results.

The Group's activities are significantly influenced by overall economic situation (and especially by the economic cycles) in

countries where the Group operates. Considering risks related to Russia’s invasion to Ukraine, the restrictive measures

imposed had no significant impact on the Company’s performance, no operations had been suspended and no significant

direct losses related to the restrictive measures had been incurred, however, the risk remains and will be monitored and

managed closely.

The competition-related risk. In its activities the Group is exposed to increasingly intense competition in the clothing market.

The Group, in order to manage this risk and to meet the customer service quality standard requirements, continuously carries

out chain expansion and modernization, improves its sales and marketing strategies, carries out market research, improves

customer service and implements a consistent business process optimization and cost reduction program. In its activities, the

Group consistently follows the principles of transparency and fair competition.

Weather conditions influences the Group's activity and results to some extent as well. The Group's operating results are

planned assuming that the weather conditions will be normal, i.e., usual for the Baltic region. Unfavorable weather conditions

may negatively affect the Group's turnover, at the same time, financial performance and inventories level.

The main features of the Group’s internal control and risk management systems related to preparation of consolidated

financial statements.

The Group’s consolidated financial statements are prepared in accordance with the International Financial Reporting

Standards (IFRS) as adopted by the European Union. Chief financial officer (CFO) of the Company and 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. CFO of the Company

is responsible for the preparation supervision and the final revision of the consolidated financial statements. He constantly

reviews International Financial Reporting Standards (IFRS) in order to implement in time IFRS changes, analyses Company’s

and group’s significant transactions, ensures collecting information from the Group’s companies and timely and fair

preparation of this information for the financial statements. In order to ensure that the consolidated financial statements are

prepared correctly and on time, the Group has established appropriate rules and the procedures which regulates the

principles, methods, and rules of accounting and preparation and presentation of consolidated financial statements. More

information on the principles of preparation of the consolidated financial statements is presented in Note 2.4 to the

Consolidated financial statements and in part 6 to the Consolidated Management report.

The types of financial risks that Group faces and risk management are described in Note 3 to the Consolidated Financial

Statements. The latest information on the risks related to the Group is also provided in Note 2.2 and Note 26 to the

Consolidated Financial Statements.

CORPORATE GOVERNANCE

The management bodies of the Company specified in the Articles of Association are as follows: General Shareholders' Meeting,

a collegial management body – Board, and a single-person management body – Manager of the Company. The Law of the

Republic of Lithuania on Companies provides that Lithuanian companies at their discretion could have only one collegial

governing body. There is no Supervisory Council in the Company. The Board consists of six members who are elected for the

term of four years, represents the shareholders, and performs supervision and control functions.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Competence of General Shareholders‘ Meeting is the same as specified by the Law on Companies. The General Meeting shall

have the exclusive right to:

1) Amend the Articles of Association of the Company;

2) Change the registered office of the Company;

3) Elect the members of the Board;

4) Remove the Board or its members;

5) Select and remove the firm of auditors, set the conditions for auditor remuneration;

) Select and remove an auditor, a firm of auditors or an independent sustainability assurance service provider to provide

sustainability assurance services;

6) Take a decision on the approval of the Remuneration policy;

7) Determine the class, number, nominal value and the minimum issue price of the shares issued by the Company;

8) Take a decision regarding conversion of shares of one class into shares of another class, approve share conversion

procedure;

9) Take a decision to change the number of shares of the same class issued by the Company and the nominal value of the

share, without changing the size of the authorized capital;

10) Approve the set of annual financial statements;

11) Take a decision on profit/loss appropriation;

12) Take a decision on the formation, use, reduction and liquidation of reserves;

13) Approve a set of interim financial statements compiled in order to make a decision on the allocation of dividends for a

period shorter than the financial year;

14) Take a decision on the allocation of dividends for a period shorter than the financial year;

15) Take a decision to issue convertible debentures;

16) Take a decision to withdraw for all the shareholders the right of pre-emption in acquiring the shares or convertible

debentures of a specific issue of the Company;

17) Take a decision to increase the authorised capital;

18) Take a decision to reduce the authorised capital, except where otherwise stipulated by the Law on Companies;

19) Take a decision on approval of the Rules for granting shares to employees and/or members of bodies;

20) Take a decision for the Company to purchase own shares;

21) Take a decision on the reorganisation or division of the Company and approve the terms of reorganisation or division;

22) Take a decision to transform the Company;

23) Take a decision to restructure the Company;

24) Take a decision to liquidate the Company, cancel the liquidation of the Company, except where otherwise provided by

the Law on Companies;

25) Elect and remove the liquidator of the Company, except where otherwise provided by the Law on Companies.

Competence of General Shareholders‘ Meeting additionally includes adoption of the resolutions on the composition of the

Audit Committee of the Company, including the appointment and removal of individual members of the Audit Committee,

and approving the charter of the Audit Committee.

General Shareholders' Meeting has a right to amend the Articles of Association under the qualified majority of votes, which

may not be less than 2/3 of all votes the shareholders attending at the Meeting, except for the exceptions specified by Law on

Companies. For more information on the rights and restrictions granted to shareholders, see Note 7, Securities in

Management report.

The Board, consisting of six members, is elected by General Shareholders' Meeting for a 4 year term. Company‘s Board

members election and revocation procedure is the same as specified by Law on Companies. Since supervisory board is not

formed in the Company, the Board performs, among other things, the supervisory functions established by the Law on

Companies. Company’s Board activity is conducted by chairman of the Board. The Board elects its chairman from among its

members. The Board continues in office for the period established in the Articles of Association or until a new Board is elected

and assumes the office but not longer than until the annual General Shareholders' Meeting during the final year of its term of

office.

Board of Company considers and approves:

1) The activity strategy of the Company;

2) The annual and interim report of the Company;

3) The management structure of the Company and the positions of the employees;

4) The positions to which employees are recruited by competition;

5) Regulations of branches and representative offices of the Company;

6) Description of the procedure for participation and voting in the general meeting of shareholders by means of electronic

communication;

7) Annual budget.

The Board adopts the following resolutions:

1) Resolutions for the Company to become an incorporator or a member of other legal entities;

2) Resolutions to establish branches and representative offices of the Company;

3) Resolutions to invest, dispose of or lease the tangible long-term assets the book value whereof exceeds 1/20 of the share

capital of the Company (calculated individually for every type of transaction);

4) Resolutions to pledge or mortgage the tangible long-term assets the book value whereof exceeds 1/20 of the share capital

of the Company (calculated for the total amount of transactions);

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

5) Resolutions to offer surety or guarantee for the discharge of obligations of third persons the amount whereof exceeds

1/20 of the share capital of the Company;

6) Resolutions to acquire the tangible long-term assets the price whereof exceeds 1/20 of the share capital of the Company;

7) Resolutions regarding issuance of debenture of the Company (except issuance of convertible debenture);

8) Other resolutions within the competence of the Board as prescribed by the Law on Companies, Articles of Association or

the resolutions of the General Shareholders' Meeting.

The Board analyses and assesses the documents submitted by the Manager of the Company on:

1) The implementation of the activity strategy of the Company;

2) The organisation of the activities of the Company;

3) Financial standing of the Company;

4) The results of economic activities, income and cost estimates, the stocktaking data and other accounting data of changes

in the assets.

The Board elects and removes from office the Manager of the Company, fixes his/her remuneration and sets other terms of

the employment agreement, approves his/her job description, provides incentives and imposes penalties.

The Board analyses and assesses the Company's draft set annual financial statement and draft of profit/loss distribution and

together with feedback, proposals and with the annual report of the Company submits them to the General Shareholders'

Meeting.

The Board is responsible for convening and arrangement of the General Shareholders' Meeting in due time.

The Board performs the supervisory functions set out in Article 34, Part 11 of the Law on Companies.

The Board analyzes and evaluates the draft of the Company's remuneration policy and submits it together with feedback and

proposals to the General Meeting of Shareholders.

Each member of the Board is entitled to initiate convening of the Board meeting. The Board may adopt resolutions and its

meeting shall be deemed to have taken place when the meeting is attended by 2/3 and more of the members of the Board.

The resolution of the Board is adopted if more votes for it are received than the votes against it. In the event of a tie, the

Chairman of the Board shall have the casting vote. The member of the Board is not entitled to vote when the meeting of the

Board discusses the issue related to his/her activities on the Board or the issue of his/her responsibility.

The Board also assumes the responsibilities set out in the Group sustainability statement and performs the functions set out

therein.

The Manager of the Company – General Director - is a single-person management body of the Company. The Manager of the

Company acts at his/her own discretion in relation of the Company with other persons.

The Manager of the Company is elected and removed from office by the Board which also fixes his/her salary, approves his/her

job description, provides incentives and imposes penalties. The employment agreement is concluded with the Manager of

the Company and is signed on behalf of the Company by the Chairman of the Board or other person authorized by the Board.

In his/her activities the Manager of the Company complies with laws and other legal acts, Articles of Association, General

Shareholders' Meeting resolutions, Board resolutions, his/her job descriptions.

The Manager of the Company acts on behalf of the Company and is entitled to enter into the transactions at his/her own

discretion. The Manager of the Company may conclude the following transactions provided that there is a decision of the

Board to enter into these transactions: to invest, dispose of or lease the tangible long-term assets the book value whereof

exceeds 1/20 of the share capital of the Company (calculated individually for every type of transaction); to pledge or mortgage

the tangible long-term assets the book value whereof exceeds 1/20 of the share capital of the Company (calculated for the

total amount of transactions); to offer surety or guarantee for the discharge of obligations of third persons the amount whereof

exceeds 1/20 of the share capital of the Company; to acquire the tangible long-term assets the price whereof exceeds 1/20 of

the share capital of the Company as well as to conclude transactions with related parties as provided by Law on Companies.

The Manager of the Company is responsible for:

1) The organization of the Company‘s activity and implementation of its objectives;

2) The drawing up of the set of annual financial statements and the drafting of the annual report of the Company;

3) Preparation of the draft description of the procedure for participation and voting in the general meeting of shareholders

by means of electronic communication;

4) The drawing up of a draft of procedure of the assessment and conditions for transactions with related parties that are

concluded under normal market conditions in the course of normal economic activity;

5) The drawing up of a draft remuneration policy;

6) The drawing up of a draft remuneration report;

7) Public announcement of the remuneration policy and remuneration report on the Company's website;

8) Concluding an agreement with the auditor, firm of auditors and/or independent sustainability assurance service provider;

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

9) Submission of information and documents to the shareholders, General Shareholders' Meeting and the Board in cases

prescribed by Law on Companies or at their request;

10) Submission of the documents and data of the Company to manager of the Register of Legal Entities;

11) Submission of documents to the Bank of Lithuania and Central Securities Depository;

12) Public announcement of information prescribed by Law on Companies in a source indicated in Articles of Association;

13) Submission of information to shareholders;

14) Preparation of the draft decision of the distribution of dividends for the period, shorter than a financial year, composition

of the set of the interim financial reports and the preparation of the interim report for the decision of the distribution of

dividends for the period, shorter than a financial year;

15) Notification to the shareholders and the Board about the most important events that have a significance for the

company's activities

16) Preparation of draft rules for granting shares;

17) The performance of other duties prescribed by laws as well as in the Articles of Association and the job descriptions of

the Manager of the Company.

The Manager of the Company organizes daily activities of the Company, hires and dismisses employees, concludes and

terminates employment contracts with them, provides incentives and imposes penalties.

The Manager also assumes the responsibilities set out in the Group sustainability statement and performs the functions set

out therein.

The Manager of the Company is responsible for preparation of the draft share subscription agreement and its data correctness.

The Manager of the Company issues authorizations and procuration within the scope of its competence.

The Manager of the Company is accountable and regularly reports to the Board on the implementation of Company‘s activity

strategy, the organization of the Company‘s activity, the financial standing of the Company, the results of economic activity,

the income and cost estimates, the stocktaking data and other accounting data of changes in the assets.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

MANAGEMENT OF THE COMPANY

BOARD OF THE COMPANY

On 28 April 2022 the Annual General Meeting of Company shareholders elected Company‘s members of the Board for new 4-

year term. 27

April 2026 is the end term for Company‘s Board. Company’s Board consist of six members, two of them are

independent.

Darius Mockus

Chairman of the Board

Darius Mockus (born in 1965) - Chairman of the Board since 2 May 2002 (member of the Board since 23 March 1995). Education:

Vilnius University, Faculty of Economics, Industrial Planning. He has no Company shares. With related companies Minvista

UAB (Code of Enterprise: 110685692; Registered office: Aukštaičių g. 7, Vilnius) and MG Investment UAB (Code of Enterprise:

123249022; Registered office: Aukštaičių g. 7, Vilnius) he has 41 965 028 shares, representing 75.90% of the share capital and

votes.

Information on current management positions in other companies:

Company name

Company code

Registered office

Current position

UAB MG grupė

125459336

Aukštaičių g. 7, Vilnius, Lithuania

President - the main position

UAB MV GROUP

125313192

Aukštaičių g. 7, Vilnius, Lithuania

Chairman of the Board

UAB DARNU GROUP

123010339

Aukštaičių g. 7, Vilnius, Lithuania

Chairman of the Board

Information on shareholdings in other companies above 5%:

MG Grupė UAB - 100% of the share capital;

Minvista UAB – 100% of the share capital.

Information about participation in other organizations:

President of Honour of the Lithuanian Tennis Union.

Ilona Šimkūnienė

Member of the Board, Purchasing Director

Ilona Šimkūnienė (born in 1963) - Apranga group Purchasing Director, Member of the Board of APB Apranga since 27 March

1998, in the Company since 1985. Education: Vilnius University, Faculty of Trade, specialization in Trade Economics. She has no

Company shares.

Information on positions in other companies:

Company name

Company code

Registered office

Current position

UAB Apranga LT

300021271

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga BPB LT

300509648

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga PLT

300551572

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga SLT

301519684

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga MLT

302627022

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga HLT

304042131

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga OLT

304757395

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

UAB Apranga Ecom LT

304184173

Ukmergės 362, Vilnius, Lithuania

Chairman of the Board

Apranga LV SIA

40003672631

Elizabetes iela 51, Riga, Latvia

Chairman of the Board

Apranga BPB LV SIA

40003887840

Elizabetes iela 51, Riga, Latvia

Chairman of the Board

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Company name

Company code

Registered office

Current position

Apranga PLV SIA

40003887747

Elizabetes iela 51, Riga, Latvia

Chairman of the Board

Apranga SLV SIA

50103201281

Elizabetes iela 51 - 1A, Riga, Latvia

Chairman of the Board

Apranga MLV SIA

40103486301

Elizabetes iela 51 - 1A, Riga, Latvia

Chairman of the Board

Apranga HLV SIA

40203202205

Elizabetes iela 51 - 1A, Riga, Latvia

Chairman of the Board

Apranga OLV SIA

50203162031

Elizabetes iela 51 - 1A, Riga, Latvia

Chairman of the Board

Apranga Ecom LV SIA

40103972857

Elizabetes iela 51 - 1A, Riga, Latvia

Chairman of the Board

Apranga Estonia OU

11026132

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga BEE OU

11419148

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga PB Trade OU

11530250

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga ST Retail OU

11530037

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga MDE OU

12617929

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga HEST OU

14075697

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga Ecom EE OU

14004869

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Has no shareholdings in other companies above 5%.

Vidas Lazickas

Member of the Board

Vidas Lazickas (born in 1965) - Member of the Board of APB Apranga since 29 April 2011. Education: Vilnius University, Faculty

of Economics, specialization in Production Management and Organization. He has 265 138 shares of the Company,

representing 0.48% of the share capital and votes.

Information on current management positions in other companies:

Company name

Company code

Registered office

Current position

UAB MG Grupė

125459336

Aukštaičių g. 7, Vilnius, Lithuania

Economics and Finance

Director - the main position

UAB MG Investment

123249022

Aukštaičių g. 7, Vilnius, Lithuania

General Director

UAB Eminta

303140423

Aukštaičių g. 7, Vilnius, Lithuania

Director

UAB Euvalda

123248988

Aukštaičių g. 7, Vilnius, Lithuania

Director

UAB MG Media

211616910

Aukštaičių g. 7, Vilnius, Lithuania

General Director

UAB Minvista

110685692

Aukštaičių g. 7, Vilnius, Lithuania

Director

UAB MV GROUP Distribution

121702328

Aukštaičių g. 7, Vilnius, Lithuania

Chairman of the Board

UAB Laisvas ir nepriklausomas

kanalas

123026090

Šeškinės g. 20, Vilnius, Lithuania

Chairman of the Board

UAB Mediafon“

124424581

Olimpiečių g. 1 - 31, Vilnius, Lithuania

Chairman of the Board

UAB Mediafon Carrier Services

304065315

Olimpiečių g. 1 - 31, Vilnius, Lithuania

Chairman of the Board

UAB Mediafon Datapro

304065322

Olimpiečių g. 1 - 31, Vilnius, Lithuania

Chairman of the Board

UAB MV GROUP

125313192

Aukštaičių g. 7, Vilnius, Lithuania

Member of the Board

UAB MV GROUP Asset

Management

304145213

Aukštaičių g. 7, Vilnius, Lithuania

Member of the Board

Įmonių grupė Alita AB

302444238

Miškininkų g. 17, Alytus, Lithuania

Member of the Board

OU MV GROUP Distribution EE

11021347

Kalmari tee 10, Rae vald, Harjumaa,

Estonia

Member of the Board

SIA MV GROUP Distribution LV

40003787568

Medus iela 7, Ryga, Latvia

Member of the Board

MV GROUP Distribution PL

Sp.Zo.o

140330387

22 Annopol Street, 03-236 , Warsaw,

Poland

Member of the Board

AB MV GROUP Production

132082782

Aukštaičių g. 7, Vilnius, Lithuania

Member of the Board

UAB DARNU GROUP

123010339

Aukštaičių g. 7, Vilnius, Lithuania

Member of the Board

Has no shareholdings in other companies above 5%.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Ramūnas Gaidamavičius

Member of the Board, Development Director

Ramūnas Gaidamavičius (born in 1968) - APB Apranga group Development Director, Member of the Board of APB Apranga

since 30 April 2010, in the Company since 2002. Education: Vilniaus University of Technology, Faculty of Mechanics,

specialization in Machine Building. He has 5 000 shares of the Company, representing 0.01% of the share capital and votes.

Information on positions in other companies:

Company name

Company code

Registered office

Current position

UAB Apranga LT

300021271

Ukmergės 362, Vilnius, Lithuania

Member of the Board

Apranga SIA

40003610082

Elizabetes iela 51, Riga, Latvia

Chairman of the Board

Apranga LV SIA

40003672631

Elizabetes iela 51, Riga, Latvia

Member of the Board

Apranga BPB LV SIA

40003887840

Elizabetes iela 51, Riga, Latvia

Member of the Board

Apranga PLV SIA

40003887747

Elizabetes iela 51, Riga, Latvia

Member of the Board

Apranga SLV SIA

50103201281

Elizabetes iela 51 - 1A, Riga, Latvia

Member of the Board

Apranga MLV SIA

40103486301

Elizabetes iela 51 - 1A, Riga, Latvia

Member of the Board

Apranga HLV SIA

40203202205

Elizabetes iela 51 - 1A, Riga, Latvia

Member of the Board

Apranga OLV SIA

50203162031

Elizabetes iela 51 - 1A, Riga, Latvia

Member of the Board

Apranga Ecom LV SIA

40103972857

Elizabetes iela 51 - 1A, Riga, Latvia

Member of the Board

Apranga OU

11274427

Rotermanni mnt 18/1, Tallinn, Estonia

Chairman of the Board

Apranga Estonia OU

11026132

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga BEE OU

11419148

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga PB Trade OU

11530250

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga ST Retail OU

11530037

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga MDE OU

12617929

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga HEST OU

14075697

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Apranga Ecom EE OU

14004869

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Has no shareholdings in other companies above 5%.

Jonas Jokštys

Member of the Board, independent

Jonas Jokštys (born in 1982) – Member of Board of APB Apranga since 29

April 2021. Education: Stocholm School of Economics

in Riga (2000-2003) Bachelor of Economics and Business Administration and London School of Economics and Political

Science (2005-2006) Master of Philosophy and Political Science. He has no Company shares.

Information on positions in other companies:

Company name

Company code

Registered office

Current position

UAB Elmoris VG

305710509

Titnago g. 13A, Vilnius, Lithuania

Member of the Board

UAB Vendos

304472649

S. Konarskio g. 2-29, Vilnius, Lithuania

Director

APB Imum

305646914

S. Konarskio g. 2-29, Vilnius, Lithuania

Director

UAB Žemaitijos žemė

305704335

Vaidilutės g. 61, Vilnius, Lithuania

Director

Has no shareholdings in other companies above 5%.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Gintaras Juškauskas

Member of the Board, independent

Gintaras Juškauskas (born in 1970) - Member of Board of APB Apranga since 29th April 2021. Education: Vilnius University,

Finance faculty (1998-2003), Master of Economics and Vilnius University, Law faculty (2010-2013), Master of Law. He has no

Company shares.

Information on positions in other companies:

Company name

Company code

Registered office

Current position

Gintaro Juškausko IĮ

302720373

Vanaginės g. 87, Vilnius, Lietuva

Director

UAB Merits

301678932

Gedimino pr. 54B-1, Vilnius, Lietuva

Associate Partner

Has no shareholdings in other companies above 5%.

MANAGEMENT OF THE COMPANY AND THE GROUP

The key management members of the Company and the Group as of 31 December 2024:

Name, Surname

Position

Number of

shares owned*

Part in the

share capital

Start at

company

Rimantas Perveneckas

General Director

800 770

1,45%

1983

Ilona Šimkūnienė

Purchasing Director

1985

Ramūnas Gaidamavičius

Development Director

5 000

0,01%

2002

Gabrielius Morkūnas

Chief Financial Officer

2021

Aušra Tartilienė

Inditex chain Director

1989

Irma Marcinkienė

Sales and Marketing Director

1 863

0,003%

2000

Audronė Martinkutė

Personnel Director

360

0,001%

2002

* with related parties

Information about General director of the Company and the Group:

Rimantas Perveneckas

General Director

Rimantas Perveneckas (born in 1960) - APB Apranga group General Director, Member of the Board of APB Apranga since 23

February 1993, in the Company since 1983. Education: Vilnius University, Faculty of Trade, specialization in Trade Economics.

He has 800 770 shares of the Company, representing 1.45% of the share capital and votes. Has no positions in other companies.

Has no shareholdings in other companies above 5%.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

Information about CFO of the Company and the Group:

Gabrielius Morkūnas

Chief Financial Officer

Gabrielius Morkūnas (born in 1990) - Apranga Group Finance and Economics Director, in the Company since 2021. Education:

Mykolo Romerio University, Bachelor of Economics and Finance.

Information on positions in other companies:

Company name

Company code

Registered office

Current position

UAB Apranga BPB LT

300509648

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga PLT

300551572

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga SLT

301519684

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga MLT

302627022

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga HLT

304042131

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga OLT

304757395

Ukmergės 362, Vilnius, Lithuania

Member of the Board

UAB Apranga Ecom LT

304184173

Ukmergės 362, Vilnius, Lithuania

Member of the Board

Apranga OU

11274427

Rotermanni mnt 18/1, Tallinn, Estonia

Member of the Board

Has no shareholdings in other companies above 5%.

AUDIT COMMITTEE

The Audit Committee consists of 3 members, 2 of them are independent. The Audit Committee is elected for a 4-year term.

Committee members are appointed and dismissed by the Company's general meeting of shareholders at the proposal of the

Management Board.

The main functions of the Audit Committee are:

- To inform the General Manager of the Company of the outcome of the statutory audit and assurance of sustainability

reporting;

- To monitor the financial and sustainability reporting processes and provide recommendations or proposals for ensuring

the reliability of the processes;

- To monitor the effectiveness of the Company’s internal quality control and risk management systems, having impact on

the financial and/or sustainability reporting of the Company;

- To monitor the statutory audit of the annual and consolidated financial statements and the assurance of annual and

consolidated sustainability reporting;

- To review and monitor the independence of the statutory auditors, the audit firms or the independent assurance service

providers;

- To be responsible for the procedure for the selection of statutory auditor(s) or audit firm(s);

- To provide opinions on transactions concluded by the Company with related parties.

The General Shareholders Meeting hold on 27 April 2017 approved the Charter of the Audit Committee.

The General Shareholders Meeting hold on 27 April 2021 approved three members of the Audit Committee for the new 4-year

term: Rita Zakalskienė (the independent member of the Committee, Chair of the committee), Justina Puškorė (the

independent member of the Committee) and Rasa Rulevičiūtė (an employee of the Company).

In 2024, three meetings of the Audit Committee were held. During these meetings, the committee discussed matters related

to the external auditors' observations on the 2023 financial statements, the planned scope and timeline of the 2024 audit, and

other relevant topics.

Information on major share packages controlled either directly or indirectly

Details of the shares are provided in Note 14 to the Consolidated financial statements, Investments In Subsidiaries.

Information on transactions with related parties

No transactions with related parties as provided for in art. 37(2) of the Law on Companies of the Republic of Lithuania were

concluded in 2024.

Information on shareholders having special control rights

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

All shares of the Company are of one class ordinary registered shares granting their owners (shareholders) equal rights. Details

of the shares are provided in Note 7 to the Consolidated financial statements, Securities .

Information of amendments to the Company‘s Articles of Association

In 2024, the Company's Articles of Association were amended by the decision of the Ordinary General Meeting of Shareholders.

The essential amendments to the Articles of Association included: the abandonment of the use of the seal in the Company's

activities, the expansion of the Board's functions - approval of the annual budget, and the right of the Company's Manager to

grant temporary authorization to act as the Company's Manager in the event of his/her business trips or temporary

unemployment. Other amendments are related to the change in the provisions of the Law on Companies.

Information on all agreements between shareholders

The Company does not have any information on agreements between shareholders.

Information on the varied policy applicable to the election of the Company‘s chief manager, the members of governing

and supervisory boards

The Company does not have the variety policy applicable to the election of the chief manager and the members of governing

and supervisory bodies. During the procedure of selection of candidates to the Company‘s board of directors, governing and

supervisory boards, the candidates shall be subject to requirements that do not discriminate a candidate on grounds of age,

sex,education, or professional experience. During the selection of a candidate, the Company does not set any restrictions for

nomination of a candidature on grounds of sex or age. Considering the specificity of the Company‘s business activity unbiased

requirements, which are only related to the functions and competences of the members of a governing boards and the

professional experience and education proportionate to these functions and competences are set.

Disclosure of Compliance with the Corporate Governance Code for the Companies Listed

son NASDAQ Vilnius

The public trade company APRANGA (hereinafter referred to as the “Company”), acting in compliance with Article 12(3) of the

Law of the Republic of Lithuania on Securities and paragraph 24.5 of the Listing Rules of AB NASDAQ OMX 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 must be

provided.

Summary of the Corporate Governance Report:

Apranga APB is the parent company of the Group, registered in the Republic of Lithuania. At the end of 2024, it managed 25

daughter companies established in the three Baltic States. The Group’s core business is the retail sale of clothing. Of the 26

companies that make up the Group, 23 represent specific brands (Zara, Bershka, Pull&Bear, Stradivarius, Massimo Dutti, Zara

Home and Oysho) on the basis of franchise agreements concluded with Inditex, a leader in the global apparel retail market.

Three companies (APB Apranga, SIA Apranga and OÜ Apranga) represent brands other than Inditex (single-brand stores) as

well as their own retail chains (multi-brand stores): Apranga, Apranga Galerija, City, Mados Linija, etc.

Corporate governance activities are concentrated in the Group’s parent company, APB Apranga, which coordinates finances,

legal, strategic planning and control, human resources and training, business management and development, information

technology, ordering and pricing, marketing and advertising, and other general areas within the Group’s companies. The

Group uses a centralized management model, and practically all management functions are concentrated at the Group’s

headquarters in Vilnius.

The Group’s main company, APB Apranga, has been listed on the Nasdaq Vilnius Stock Exchange since 1997. The company

has been on the Baltic Main List since 2005. The share capital of APB Apranga is EUR 16,034,668.40 and it is divided into

55,291,960 ordinary registered shares (ISIN code LT0000102337) with a nominal value of EUR 0.29 each, where each share

grants to its owner 1 vote (in total 55,291,960 voting shares), all shares are paid in full and give the owners equal rights.

On 31 December 2024, APB Apranga had 7 163 shareholders. The main parent company, whose financial statements are made

public, is MG grupė, UAB. The main person controlling the Group is Mr. D. J. Mockus, who, together with related companies,

holds 41 965 028 APB Apranga shares, accounting for 75.90% of the authorized capital and total votes.

According to the Company’s articles of association, the bodies of the Company are the general meeting of shareholders, the

collegial management body – the management board, and the sole management body – the manager of the Company. A

supervisory board is not formed at the Company. Six members are elected to the management board by the general meeting

of shareholders for a maximum period of four years. The Company’s management board is made up of board chair D.J. Mockus

and board members Ilona Šimkūnienė, Vidas Lazickas, Gintaras Juškauskas (independent), Jonas Jokštys (independent) and

Ramūnas Gaidamavičius. The management board elects and removes the manager of the Company – the general director.

The Company has an audit committee consisting of three members, two of whom are independent. The audit committee is

elected for a period of four years. The members of the committee are appointed and removed by the Company’s general

meeting of shareholders on the recommendation of the Company’s management board. On 27 April 2017, the authority of

the audit committee and the composition of the audit committee consisting of three (3) members were approved by the

decision of the general meeting of shareholders. Members of the audit committee: Rita Zakalskienė (the independent

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

member of the Committee, Chair of the committee) and Justina Puškorė (the independent member of the Committee), Rasa

Rulevičiūtė (an employee of the Company).

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 adheres to the Information Disclosure

Guidelines and provides important information to investors

in a timely, accurate, clear and comprehensive manner on

its website https://aprangagroup.lt/lt/investuotojams, in the

Nasdaq Vilnius Information Disclosure System, in the

Central Storage Facility, and in presentations to investors by

the manager and senior management of the Company,

thus providing equal access to it to all of the Company’s

shareholders.

The Company complies with the requirements provided in

the Law on Companies concerning the right of shareholders

to information and the provision thereof.

The Company adheres to the decision-making procedures

prescribed to the competence of the general meeting of

shareholders by the Law on Companies as well as the

Company’s articles of association, and gives shareholders

equal opportunities to vote on the adoption of relevant

decisions at general meetings of shareholders (it is

permitted to vote by completing a ballot, represent a

shareholder by proxy, etc.; information about upcoming

general meetings of shareholders and related material is

also published in English).

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

The Company’s capital only consists of ordinary registered

intangible shares, which grant each shareholder equal

voting, ownership, dividend and other rights, depending on

the number of shares held.

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 provides information concerning the rights

attached to newly or previously issued shares in preliminary

prospectuses, in its annual and interim reports, and on its

website.

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.

Decisions on the transfer, lease, investment, pledge or

mortgage of fixed assets with a book value of more than 1/20

of the authorized capital in accordance with the Company’s

articles of association, which were approved by decision the

general meeting of shareholders, are taken by the

Company’s management board. The competence of the

general meeting of shareholders provided for in the

Company’s articles of association does not differ from its

competence as provided for in the Law on Companies. In

any event, under the Law on Companies, approval of the

general meeting of shareholders does not relieve the

management board of responsibility for decisions made.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

1.5. Procedures for convening and conducting

a general meeting of shareholders should provide

shareholders with equal opportunities to

participate in the general meeting of

shareholders and should not prejudice the rights

and interests of shareholders. The chosen venue,

date and time of the general meeting of

shareholders should not prevent active

participation of shareholders at the general

meeting. In the notice of the general meeting of

shareholders being convened, the company

should specify the last day on which the proposed

draft decisions should be submitted at the latest.

Yes

Shareholders are informed about upcoming general

meetings of shareholders in accordance with the

requirements of legislation and the Company’s articles of

association – adhering to the notification deadlines and

methods and means of announcement. The opportunity to

participate in the meeting is supplemented by the option of

voting by ballot or authorizing another person to represent

the shareholder. All shareholders are also notified about

upcoming general meetings of shareholders in advance on

the Investor Calendar. The general meeting of shareholders

is always held at the Company’s headquarters. A working

day is always chosen for the date, and the time is always

during the first half of the day or around lunchtime, so

public transport can also be used to attend. In the notice of

the general meeting of shareholders being convened, the

Company does not restrict the right of shareholders to

submit new draft decisions either before or during the

meeting, and this is clearly stated in the notice of the

general meeting of shareholders being convened in both

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

The notice of the general meeting of shareholders being

convened, draft decisions, the general voting ballot, and

other related documents (for example, when amending the

articles of association – the articles of association and the

proposed amendments) are published/presented not only

in Lithuanian, but in English as well (thus far, there has not

been a need to prepare documents in other foreign

languages). Decisions taken during the meeting are also

published on the Company’s website in English.

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

Shareholders are furnished with these opportunities –

information is provided about them in advance in the notice

of the general meeting of shareholders being convened.

The completed general voting ballot can be submitted to

the Company in various ways convenient for shareholders.

The general voting ballot can also be completed in English.

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.

Shareholders are not yet provided with these conditions

because the security of transmitted information and

identification of the participating and voting person must

first be ensured by necessary and proportionate means. The

Company has not yet introduced such electronic means of

communication. We believe that these opportunities to

vote at the meeting:

- voting in person at the meeting;

- voting by proxy;

- voting upon concluding a voting trust agreement;

voting in advance by completing the general voting

ballot (in English as well), including its transmission to the

Company via electronic means of communication;

are versatile and sufficient, and that shareholders’ rights to

participate and vote at the meeting are properly

implemented.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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

If these issues are on the agenda of the general meeting of

shareholders, new candidatures of members of the collegial

body, information about his/her educational background,

work experience and other managerial positions held and

the proposed audit company are specified in the draft

decisions of the general meeting of shareholders.

Remuneration of collegial body members is determined by

the Remuneration Policy approved by the general meeting

of shareholders.

All candidates for members of the Company’s collegial body

also inform the general meeting of shareholders what

position they hold and where, and how their other activities

are related to the Company and other legal entities related

to the Company, as defined in Article 19(9) of the Law on

Companies.

All information about elected management board

members is provided 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

Members of the Company’s collegial 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 usually take

part in the general meeting of shareholders.

Proposed candidates for members of the collegial body

usually also participate in the general meeting of

shareholders.

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

A supervisory board is not formed at 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.

Not applicable

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.

Not applicable

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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.

Not applicable

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.

Not applicable

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.

Not applicable

2.2. Formation of the supervisory board

The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective

and fair corporate governance.

2.2.1. The members of the supervisory board

elected by the general meeting of shareholders

should collectively ensure the diversity of

qualifications, professional experience and

competences and seek for gender equality. With

a view to maintain a proper balance between the

qualifications of the members of the supervisory

board, it should be ensured that members of the

supervisory board, as a whole, should have diverse

knowledge, opinions and experience to duly

perform their tasks.

Not applicable

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.

Not applicable

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.

Not applicable

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

Not applicable

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.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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.

Not applicable

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.

Not applicable

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.

Not applicable

Principle 3: Management Board

3.1. Functions and liability of the management board

The management board should ensure the implementation of the company’s strategy and good corporate governance with

due regard to the interests of its shareholders, employees and other interest groups.

3.1.1. The management board should ensure

the implementation of the company’s strategy

approved by the supervisory board if the latter has

been formed at the company. In such cases where

the supervisory board is not formed, the

management board is also responsible for the

approval of the company’s strategy.

Yes/No

The Company does not prepare or approve a separate

Company strategy. The Company prepares, approves and

publishes the Company’s one-year operational plans.

Company’s objectives are disclosed in the Company’s

management reports and notifications of material events,

which are published in the same sources as provided in the

answer to 1.1. However, in 2025, the board plans to approve a

Company`s strategy that would be aligned with

sustainability aspects.

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

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.

Since supervisory board is not formed in the Company, the

board performs, among other things, the supervisory

functions established by the Law on Companies.

In performing the functions assigned to it, the

management board takes into account the needs of the

Company, shareholders, employees and other interest

groups; the objective of the management board is

essentially to achieve sustainable business development. At

the end of the year, the Company’s management board

approves next year’s budget, considering not only

expansion and planned investments, but also potential staff

salary increases, allocation of investments for employee

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

training and development, health insurance,

implementation of IT systems and security, etc.

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/No

Compliance with the provisions of laws and the Company’s

internal policies is ensured by the management board, as

well as by the person or persons delegated by the

management board, and department heads and/or jurists,

within the scope of activities of the laws/policies. The board

does not establish separate risk management and control

measures that ensure regular and direct accountability of

managers.

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

Some of the measures are applied. In 2019, the

management board approved and published the Code of

Ethics and Conduct, which contains, in addition to the

OECD Good Practice Guidance, other rules and principles

relevant to the Company’s operations. At the very beginning

of 2024, Rules on Implementation of the Corruption

Prevention Policy were approved in the Company`s group,

which, among other things, include the obligation to

declare private interests in the group companies, appoints

a person responsible for corruption prevention in the group,

and training were organized on corruption prevention for

the employees of the Company's group.

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 manager of the Company, the

management board takes into account the appropriate

balance between the candidate’s qualifications, experience

and competence.

3.2. Formation of the management board

3.2.1. The members of the management board

elected by the supervisory board or, if the

supervisory board is not formed, by the general

meeting of shareholders should collectively

ensure the required diversity of qualifications,

professional experience and competences and

seek for gender equality. With a view to maintain

a proper balance in terms of the current

qualifications possessed by the members of the

management board, it should be ensured that the

members of the management board would have,

as a whole, diverse knowledge, opinions and

experience to duly perform their tasks.

Yes/No (due to

gender

equality)

The management board is made up of persons of different

professional experience and competences. The

management board is composed of experts in corporate

governance, economics and finance, taxes, procurement,

expansion and development who possess the diverse

knowledge, opinions and experience necessary for the

proper and effective functioning of the management board

and the interests of the Company. All members of the

management board are closely acquainted with the

activities of the Company, and two out of six members of the

management board are employees of the Company – heads

of administration. Even though only one of the six members

of the management board is a woman, there are no

requirements for the composition of the management

board that may discriminate on the basis of sex in any way.

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

Yes

The 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

Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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.

obligations and potential conflicts of interest are disclosed

to the general meeting of shareholders in accordance with

the requirements of the legislation regulating the

processing of personal data and the internal legislation

approved by the Company establishing the principles of

data protection and processing, in all cases with the prior

informed consent of the individual. The aforementioned

data are presented in the Company's annual 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

New members of the management board are familiarized

with their duties, the structure and operations of the

Company, and other information relevant to the activities of

a management board member.

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

The members of the management board are appointed for

a four-year term or, when electing individual members –

until the end of the term of office of the current

management board. Members of the management board

who have responsibly carried out their duties, devoted time

to the work of the management board, and participated in

meetings, and who would like to continue to play an active

role in the activities of the management board, always have

the opportunity to be nominated and re-elected.

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 chair of the management board is a person who has

never been the manager of the Company. The chair of the

Company’s management board is not an employee of the

Company and is a shareholder representative. It is the

Company’s belief that these facts are sufficient to state that

the chair of the management board is capable of acting

impartially and taking decisions which represent and

protect the rights of shareholders.

3.2.6. Each member should devote sufficient

time and attention to the performance of duties

as a member of the management board. If a

member of the management board has attended

less than half of the meetings of the management

board over the course of the Company’s financial

year, the Company’s supervisory board – or, if a

supervisory board is not formed at the Company,

the general meeting of shareholders – should be

informed.

Yes

The Company believes that each member devotes sufficient

time and attention to their duties as member of the

management board, actively participates in the meetings of

the management board, and devotes time to prepare for

them. Thus far, there have been no members who have

attended less than half of the meetings of the management

board over the course of the Company’s financial year, but

such information could be submitted to the general

meeting of shareholders.

3.2.7. In the event that the management board

is elected in the cases established by the Law

where the supervisory board is not formed at the

company, and some of its members will be

independent

, it should be announced which

members of the management board are deemed

as independent. The management board may

decide that, despite the fact that a particular

member meets all the criteria of independence

established by the Law, he/she cannot be

considered independent due to special personal

or company-related circumstances.

Yes

In cases when management board is elected, it is

announced, which members of the management board are

deemed as independent.

3.2.8. The general meeting of shareholders of

the company should approve the amount of

remuneration to the members of the

Yes

Remuneration Policy, which indicates the amount of

remuneration to the members of the board (at the moment

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.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

management board for their activity and

participation in the meetings of the management

board.

to the independent ones only), is approved by the general

meeting of shareholders of the company.

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/No

The Company believes that the members of the

management board 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, and that they do not act in their personal

interest when adopting decisions.

The Company is of the opinion that the duties of

confidentiality that the members of the management

board are subject to by law are sufficient to ensure their

loyalty and trustworthiness, so non-compete agreements

are not concluded with the members of the management

board and their activities are not additionally restricted by

such agreements.

Members of the management board are introduced to the

list of confidential information and trade secrets approved

by the management board.

The members of the Company’s management board are

prohibited by law from using the business information or

opportunities related to the Company’s operations in

violation of the company’s interests and by the Rules on

Implementation of the Corruption Prevention Policy of the

Company`s group.

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.

The management board does not carry out an annual

assessment of its activities.

Principle 4: Rules of procedure of the supervisory board and the management board of the company

The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure

efficient operation and decision-making of these bodies and promote active cooperation between the company’s management

bodies.

4.1. The management board and the supervisory

board, if the latter is formed at the company,

should act in close cooperation in order to attain

benefit for the company and its shareholders.

Good corporate governance requires an open

discussion between the management board and

the supervisory board. The management board

should regularly and, where necessary,

immediately inform the supervisory board about

any matters significant for the company that are

related to planning, business development, risk

management and control, and compliance with

the obligations at the company. The management

board should inform he supervisory board about

any derogations in its business development from

the previously formulated plans and objectives by

specifying the reasons for this.

Not applicable

A supervisory board is not formed at the Company.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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

Meetings of the management board are held at the respective

intervals, according to the pre-approved schedule, usually once

per quarter.

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

The members of the management board are notified of the

meeting of the management board being convened in advance

so that they have sufficient time for proper preparation for the

issues to be considered at the meeting and a fruitful discussion

can be held. Along with the notice of the meeting being

convened, all materials relevant to the issues on the agenda of

the meeting are submitted to the members of the management

board, and the members of the management board can always

request additional information if they consider that the

information provided is inadequate.

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.

Not applicable

A supervisory board is not formed at the Company.

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.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

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/No

Nomination and remuneration committees are not formed at

the Company, as the Company believes that the management

board, in performing its functions, partially performs the

functions of the said committees. The Company’s management

board selects and appoints the manager of the Company and

makes recommendations to the manager of the Company on

the appointment of senior management. The management

board will provide feedback and suggestions on the

remuneration policy approved in the Company under the valid

legislation. The Company’s management board approves the

Company’s strategic and budget plans and controls their

implementation and analyzes and evaluates the reports of the

Company’s manager and senior management on

implementation of the Company’s approved budget plans and

the use of funds. In compliance with the requirements of the

Law on the Audit of Financial Statement (Official Gazette, 2008,

No. 82-3233), the Company has formed an audit committee

consisting of three members, two of whom are independent.

The audit committee is elected for a period of four years. The

members of the committee are appointed and removed by the

Company’s general meeting of shareholders on the

recommendation of the Company’s management board. On 27

April 2017, the authority of the audit committee was approved

by the decision of the general meeting of shareholders.

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.

Yes

See answer to 5.1.1.

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.

Yes

See answer to 5.1.1.

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/No

Yes, as far as the audit committee is concerned.

See answer to 5.1.1.

The chair of the audit committee is not the chair of the

management board; furthermore, the chair of the audit

committee is an independent member of the audit

committee.

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

Yes/No

The authority of the audit committee laying down the

procedure for the formation of the committee, the number

and composition of members and requirements for

members, the period of membership of the committee, the

rights and obligations of the committee, the procedure for

organizing meetings and making decisions, the scale of the

information provided to the committee and the procedure

for its provision, etc. are approved by the body that elected

this body (its members) – the general meeting of

shareholders. The members of the audit committee are

presented to the meeting by the management board.

The authority of the audit committee defining its role and

specifying its rights and duties was made public after it was

The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of the

Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability companies whose securities are

traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are under the obligation to set up an audit

committee (the legal acts provide for the exemptions where the functions of the audit committee may be carried out by the collegial body

performing the supervisory functions).

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

PRINCIPLES/ RECOMMENDATIONS

YES / NO/

NOT

APPLICABLE

COMMENTARY

reports the statements of the existing

committees on their composition, the number of

meetings and attendance over the year as well as

the main directions of their activities and

performance.

approved in 2017, and is not additionally published by the

Company every year if there are no changes.

The information provided for in this paragraph is published

annually in the annual report.

5.1.6. With a view to ensure the independence

and impartiality of the committees, the members

of the collegial body who are not members of the

committees should normally have a right to

participate in the meetings of the committee only

if invited by the committee. A committee may

invite or request that certain employees of the

company or experts would participate in the

meeting. Chair of each committee should have

the possibility to maintain direct communication

with the shareholders. Cases where such practice

is to be applied should be specified in the rules

regulating the activities of the committee.

Yes

It is the audit committee’s right and prerogative to decide

who to invite to participate in meetings of the management

board (excerpts from the Audit Committee Charter):

“4.3. The Company’s general director, the chair of the

management board and/or members of the management

board and external auditors may participate in the

meetings of the Committee. In addition, the Company’s

finance and economics director and other employees of the

Company may be invited to participate in the meetings of

the Committee.”

“3.8. The Committee shall be accountable to the

Company’s general meeting of shareholders. The

Committee shall submit an activity report to the general

meeting of shareholders together with the complete set of

financial statements submitted by the management board

for approval.”

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.

Not applicable

See answer to 5.1.1.

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.

Not applicable

See answer to 5.1.1.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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.

Not applicable

See answer to 5.1.1. The remuneration policy is drafted and

approved as provided by the amendments to the Law on

Companies.

5.4. Audit committee

5.4.1. The key functions of the audit committee

are defined in the legal acts regulating the

activities of the audit committee

Yes

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 approved Audit Committee Charter provides for the

following:

“3.3. The Committee shall be entitled:

3.3.1. to obtain any information or documents when

performing the Committee’s duties;

3.3.2. to obtain full information related to the specific

features of the Company’s accounting, finances and

operations. At the request of the members of the

Committee or at its own initiative, the Company’s

administration should inform the Committee about the

methods of accounting for significant and unusual

transactions where the accounting may be subject to

different approaches, as well as about activities in

preferential trade areas and/or activities carried out through

special-purpose entities (companies, organizations) in order

to determine whether these activities are justified.

3.4. The Committee shall submit requests for

information or documents to the Company’s general

director. The Company’s general director shall provide the

Committee member(s) with access to the information or

documents.”

The Audit Committee Charter does not provide for any

exceptions in which information may be withheld.

The audit committee or its members may exercise these

established rights without restriction.

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.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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 audit committee is free to choose who to invite to its

meetings, or to meet without inviting anyone to the

meeting. The participation of members of the management

bodies is only possible at the direction of the audit

committee. Since there is one employee of the Company on

the audit committee, the committee may, if necessary,

arrange a meeting with the necessary employee of the

Company without members of the management bodies

present. The committee is free to decide on meetings with

other necessary persons (not employees) and acts

independently. See also answer to 5.1.1.

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

/Yes

The Company does not have any internal auditors. The audit

committee is informed about the work program of external

auditors and receives from the audit firm a report

describing all relationships between the independent audit

firm and the Company and its group.

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.

The procedure for reporting suspicions of potential

violations committed at the Company is established and

posted on the Company’s website, as regulated by the Law

on Whistleblower Protection. There is an internal channel

for the proportionate and independent investigation of

such issues and appropriate follow-up actions, and there are

reporting rules in place (link below). In the rules, the audit

committee is not designated as a supervisory body for

compliance with the relevant provisions of the Company

and has not done so thus far.

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 committee is accountable to the Company’s general

meeting of shareholders. The committee submits an

activity report to the general meeting of shareholders

together with the complete set of financial statements

submitted by the management board for approval.

Principle 6: Prevention and disclosure of conflicts of interest

The corporate governance framework should encourage members of the company’s supervisory and management bodies to

avoid conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to

members of the supervisory and management bodies.

Any member of the company’s supervisory and

management body should avoid a situation where

his/her personal interests are or may be in conflict

with the company’s interests. In case such a

situation did occur, a member of the company’s

supervisory or management body should, within a

reasonable period of time, notify other members of

the same body or the body of the company which

elected him/her or the company’s shareholders of

such situation of a conflict of interest, indicate the

nature of interests and, where possible, their value.

Yes

As of the beginning of 2024 the Rules on the

Implementation of the Corruption Prevention Policy were

approved and are valid and applicable to the management

bodies of the Company. The Rules, among other things,

provide for the obligation to declare private interests in the

event of circumstances that may cause a conflict of

interests. All board members were separately informed of

the aforementioned rules.

Prior to the adoption of the aforementioned Rules, the

general principles of avoiding conflicts of interest provided

for in the Code of Ethics and Conduct of the Company's

group were followed.

To the Company’s knowledge, the members of the

Company’s management body avoid situations in which

their personal interests are or may be in conflict with those

of the Company. The members of the Company’s

management body are informed of their duty to report,

within a reasonable period of time, such a conflict of interest

to the other members of the same body, or to the body of

the Company that elected them, or to the shareholders of

the Company and from now on also to the person

responsible for the corruption prevention in the group by

completing a declaration of private interests.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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

Remuneration_policy_dcd7ea1ea9.pdf

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/No

The remuneration policy is drafted and adopted in

accordance with the requirements of the Law on

Companies and actual situation in the Company. The

remuneration policy does not cover factors that are not

applied in the Company or for which there is no established

practice or generally applicable principles in the Company.

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

According to the Remuneration Policy, remuneration for

work in the board is received only by independent members

of the board and is fixed.

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.

Severance pay policy is not established in the remuneration

policy. The amount of severance pay would be decided on a

case-by-case basis, taking into account the Company's

interests, principles of reasonableness, proportionality,

fairness and integrity as well as consensus reached between

the parties, contribution to the Company's activities and

reasons for dismissal.

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.

No financial incentive scheme, as defined by the Law on

Markets in Financial Instruments, is applied at the

Company.

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 report is published together with the

Company's annual report how the content requirements of

such a report are provided by the Law on Corporate

Financial Statements.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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

Approval of the remuneration policy or any major change of

the policy is within the competence of 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 different stakeholders

and their rights entrenched in the laws.

8.2. The corporate governance framework should

create conditions for stakeholders to

participate in corporate governance in the

manner prescribed by law. Examples of

participation by stakeholders in corporate

governance include the participation of

employees or their representatives in the

adoption of decisions that are important for the

company, consultations with employees or

their representatives on corporate governance

and other important matters, participation of

employees in the company’s authorized

capital, involvement of creditors in corporate

governance in the cases of the company’s

insolvency, etc.

Yes

The Company has never restricted the rights of

stakeholders, has not prohibited their implementation. and

always strives to create conditions for stakeholders to

participate in corporate governance in the manner

prescribed by law.

For example, a work council has been formed at the

Company which represents the interests of employees and

participates in corporate governance within its

competence.

8.3. Where stakeholders participate in the

corporate governance process, they should

have access to relevant information.

Yes

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 has a general procedure for reporting

violations, see the answer to 5.4.5, as established by the Law

on Whistleblower Protection.

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:

The information referred to below in this recommendation

is disclosed in notifications of material events published

through the Nasdaq Vilnius Information Disclosure System,

the Company’s website, and the Company’s annual and

interim information documents, to the extent required by

legislation and the International Financial Reporting

Standards applicable in the European Union. The

information is also disclosed in presentations to investors by

the manager and senior management of the Company.

9.1.1. operating and financial results of the company;

Yes

9.1.2. objectives and non-financial information of the

company;

Yes

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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

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

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/No

See the answer given in 5.1.5.

9.1.6. potential key risk factors, the company’s risk

management and supervision policy;

Yes

9.1.7. the company’s transactions with related

parties;

Yes

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/No

Most of this information is disclosed in the Company’s

sustainability report under CSRD requirements.

9.1.9. structure and strategy of corporate

governance;

Yes/No

The Company’s governance structure and management

principles are published on the Company’s website and in

its financial statements. One-year operational plans are

publicly disclosed.

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.

Yes

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

Information is disclosed about the Company and the

consolidated results of its daughter companies.

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

All information is on the Company’s website; also see the

answers to 3.2.2 and 7.1.

G O V E R N A N C E R E P O R T 3 . 2

APB APRANGA, Company’s code 121933274, Ukmerges 362, Vilnius

FOR THE YEAR ENDED 31 DECEMBER 2024

(all tabular amounts are in EUR thousands unless otherwise stated)

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

All information is disclosed as provided for in 9.1 and related

answers; no shareholders or investors are discriminated in terms

of the method of receipt and scope of information. Information

is disclosed to all parties concerned at the same time.

Information is disclosed in accordance with the applicable

legislation of the Republic of Lithuania. The Company makes

information publicly available through the Nasdaq Vilnius

Information Disclosure System, thus ensuring simultaneous

disclosure to investors. Information is also immediately placed in

the Central Storage Facility.

Notifications of material events are disclosed in Lithuanian and

English, before or after the Nasdaq Vilnius Stock Exchange

trading session.

The Company also publishes the information published through

the Nasdaq Vilnius Information Disclosure System and placed in

the Central Storage Facility on the Company’s designated

investor website aprangagroup.com/en/investors, where the

information is presented in Lithuanian and English.

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

An independent audit firm audits the complete set of

consolidated financial statements for the Company and its

group of companies in accordance with the International

Financial Reporting Standards applicable in the European

Union. The audit firm also performs a limited assurance

engagement on Sustainability Statement.

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 audit firm is proposed to the general meeting of

shareholders by the Company’s management board.

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.

Not applicable

The Company’s audit firm did not provide non-audit

services to the Company during the reporting year and did

not receive remuneration from the Company for this, except

for Sustainability Statement limited assurance

engagement.

Sustainability

Statement

2024 APRANGA GROUP

SUSTAINABILITY

STATEMENT

2024 APRANGA GROUP

01General Disclosures

Basis for preparation

Governance system

Strategy

Materiality assessment

103

02Environment

Apranga Group Taxonomy Report

Climate change

Pollution

Water and marine resources

Circular economy

120

125

134

135

04Social

Our colleagues

Workers in the value chain

138

147

05Governance

Business conduct

Management of relationships with suppliers

150

153

06Annex

Appendix No. 1: List of disclosure requirements

Appendix No. 2: List of datapoints deriving from other EU legislation

155

159

General

Disclosures

Sustainability Statement 2024

GENERAL DISCLOSURES

Sustainability Statement 2024

This sustainability statement is prepared for Apranga Group companies and covers the period

from January 1, 2024, to December 31, 2024. The report includes consolidated data from Apranga

Group subsidiaries for the year 2024, and the scope of consolidation is the same as in the

Consolidated Financial Statements.

APB Apranga, (hereinafter “the Company”), was incorporated and commenced its operations

in March 1993 in Lithuania. The Company’s main office is situated in Ukmerges str. 362, Vilnius,

Lithuania. The Company has legal form of public limited liability company under the Law on

Companies of Republic of Lithuania. The principal activity of the Company and its subsidiaries

(hereinafter “the Group”) is retail trade of apparel in Baltic countries.

Of the 26 companies that make up the Group, 23 represent specific brands (Zara, Bershka,

Pull&Bear, Stradivarius, Massimo Dutti, Zara Home and Oysho) on the basis of franchise

agreements concluded with Inditex, a leader in the global apparel retail market. Three companies

(APB Apranga, SIA Apranga and OÜ Apranga) represent brands other than Inditex (single-

brand stores) as well as their own retail chains (multi-brand stores): Apranga, Apranga Galerija,

City, Mados Linija, etc. The Group uses a centralized management model, and practically all

management functions are concentrated at the Group’s headquarters in Vilnius.

The Group’s main company, APB Apranga, has been listed on the Nasdaq Vilnius Stock Exchange

since 1997. The company has been on the Baltic Main List since 2005.

The sustainability information section for Apranga Group complies with the Corporate

Sustainability Reporting Directive (CSRD), the European Sustainability Reporting Standards

(ESRS) and the Law on Reporting by Undertakings and Groups of Undertakings of the Republic of

Lithuania (lith. Lietuvos Respublikos įmonių ir įmonių grupių atskaitomybės įstatymas). It includes

our double materiality assessment (DMA). The DMA process described in IRO-1 covers impacts,

risks, and opportunities across the Group’s operations, as well as our upstream and downstream

value chains. The sections on topical standards explain how our policies, actions, targets, and

metrics extend to our value chain.

No information related to intellectual property, know-how, or innovation results has been omitted

from the sustainability statement.

For 2024, iXBRL tagging of the Sustainability Statements under CSRD is not applied, as the

European Single Electronic Format (ESEF) has not been formally adopted.

In its disclosures in this report, Apranga Group complied with the short, medium and long-term

definitions as set out in the ESRS:

a. short: the period that is used as a reference period in the company’s financial statements –

one year.

b. medium: from the end of the short reference period defined in point (a) to five years.

c. long: more than 5 years.

BASIS FOR

PREPARATION

General disclosures for the report

Periods

BP-1

BP-2

The accounting policies have been applied consistently in the financial year and for comparative

figures. Calculation factors used are listed on the pages with the relevant metrics, together with

references.

Measurement basis

GENERAL DISCLOSURES

Sustainability Statement 2024

We regularly reassess our use of estimates and judgements based on experience, the development

of sustainability reporting, and several other factors. Changes in estimates are recognised in the

period in which the estimate in question is revised. In certain parts of Energy, GHG Scope 2 and

3, as well as Waste disclosures the considerations and calculation metrics used may be subject

to measurement uncertainty. All sources, calculation methods, and underlying assumptions or

approximations are disclosed in the considerations and methodology descriptions provided next

to relevant sections. Additionally, the measurement of the metrics has not been validated by an

external body unless stated otherwise.

In 2024, we performed a double materiality assessment for the first time. It was concluded that

climate change (climate change mitigation, energy), pollution (pollution of water, microplastics),

water and marine resources (water consumption), and workers in the value chain (working

conditions, equal treatment, and equal opportunities for all) are material topics for the Group. Since

these topics were not evaluated in depth before conducting the double materiality assessment,

the Group has not yet adopted any policies or actions, nor set any metrics or targets. We plan to

adopt the necessary policies and actions and set targets and metrics during 2025.

This year marks the first time our report is being prepared under the new ESRS requirements (our

previous report was prepared in alignment to general GRI reporting principles). Consequently, the

information disclosed differs in structure and detail from last year’s report and we do not include

any comparative information.

Sources of estimation and outcome uncertainty

Changes in preparation or presentation

of sustainability information

In accordance with the European Sustainability Reporting Standards (ESRS), we recognize the

critical importance of transparency in our supply chain operations. Transparency is essential for

building trust with our stakeholders and ensuring accountability throughout our value chain.

However, we currently do not possess the precise data required to fully meet disclosure standards

in relation to value chain. The complexity and extensive nature of our supply chain present

significant challenges in providing accurate and reliable information during this reporting period.

As a result, we will not be disclosing value chain data for this reporting period (especially in relation

to Water pollution, Microplastics, Resources and Value chain employees linked metrics). This

decision is made in alignment with the ESRS transitional provision outlined in Chapter 5, “Value

Chain”. We are committed to addressing this gap and are actively working to enhance our data

collection processes. Over the next three years, we will implement robust measures to gather the

necessary information, ensuring that we can comply with these requirements in future reports.

Despite the current limitations, our business model is based on cooperation with worldwide

known and respectable suppliers who have been engaged in sustainability matters for years.

Although currently we do not possess specific information, relevant to our reporting, about the

supply chain, we expect the situation to change in the medium term. Most of our suppliers have

made significant climate commitments that align with ESRS requirements; their comprehensive

approach to reducing emissions, managing resources sustainably, and enhancing biodiversity

supports our own sustainability goals.

Our commitment to improving data accuracy and transparency reflects our dedication to

sustainable practices and continuous improvement. We believe that by investing in better data

collection and management systems, we will be able to provide more comprehensive and reliable

disclosures in the future, thereby strengthening our sustainability reporting and overall corporate

responsibility.

We plan to enhance its supply chain engagement by implementing a comprehensive supplier

policy and questionnaire. This initiative aims to ensure that all suppliers adhere to our ethical

standards and sustainability goals and provide more detailed information required to report in

the sustainability statement. The questionnaire will cover key areas such as labour practices,

environmental impact, and compliance with regulations.

These will not only improve our Corporate Social Responsibility (CSR) reporting but also foster

stronger, more transparent relationships with our suppliers, ultimately contributing to a more

sustainable and responsible supply chain.

Value chain estimates

GENERAL DISCLOSURES

Sustainability Statement 2024

Incorporation by reference

Disclosure

65-69

ESRS 2 SBM-1_06

E1-6_33

ESRS 2 GOV-1_08;

ESRS 2.GOV-1_09

ESRS 2 SBM-1_03;

ESRS 2 SBM-1_04;

S1-6_17

Board and management team members

Total revenue disclosure

Total employee number disclosure

Net revenue, used to calculate GHG intensity,

disclosure

ESRS code Page No.

There were no errors to report from previous reporting periods.

Reporting errors in prior periods

This report includes information as required by by Article 8 of Regulation (EU) 2020/852 (Taxonomy

regulation). Any other disclosures stemming from other legislation are signposted clearly

throughout the statement.

Disclosures stemming from other legislation

or other sustainability reporting standards

Key updates include:

• The inclusion of a sustainability statement in the company’s sustainability report, structured

according to the European Sustainability Reporting Standards (ESRS).

• Additional disclosures as mandated by the ESRS, covering material impacts, risks,

opportunities, policies, actions and metrics.

• Included Greenhouse Gas (GHG) Scope 3 disclosures.

GENERAL DISCLOSURES

Sustainability Statement 2024

The role of the administrative, management

and supervisory bodies

At Apranga Group we prioritize the versatility and diversity of our governing bodies by selecting

candidates with the relevant experience necessary to serve effectively. The primary criteria for

assessing candidates for the Management and Supervisory Boards include their education,

industry knowledge, and competences. All management team members and board members

have many years of experience in the retail sector (or have education and experience in other

sectors, such as finance, regulation, etc.); therefore, they have knowledge of the products and

the market in the Baltic region These criteria ensure efficient management and the effective

fulfilment of roles within our governing bodies.

To ensure that the necessary skills and expertise are developed to oversee sustainability aspects,

our governing bodies are regularly updated on the latest sustainability information. This includes

providing access to specialized training programs and workshops focused on sustainability-

related topics. Additionally, we leverage external experts who provide counsel, enabling our

governing bodies to make informed decisions. Our governing bodies are actively involved in

overseeing sustainability-related initiatives, demonstrating their competence and commitment

to these matters. During general shareholder meetings, the topic of education and applicable

skills for management and board are assessed (please see management report, page 40).

Apranga Group corporate governance model ensures effective management, oversight, and

transparent communication with the market, respecting shareholders’ rights. We prioritize

clear updates on performance and strategic decisions, building trust and confidence among

stakeholders. Our governance framework includes feedback mechanisms to continuously

improve and adapt to market conditions.

APB Apranga is the parent company, whose governing bodies makes decisions for the entire

Group.

Currently main governing bodies at APB Apranga are:

• General Shareholders’ Meeting

• Board

• General Manager

• Management team (lith. Direktoratas)

• Audit committee

GOVERNANCE

SYSTEM

GOV-1

APB Apranga governance structure and reporting lines

Highest governing

and supervisory level

General meeting

Board Audit committee

Preparation of

sustainability related

information for

annual report

General Manager of the

Company

Management team

Head of Legal

Other supporting

representatives of various

departments

Data Protection Officer

Corporate

Communications

Project Manager

Highest

executional level

Executional level

GENERAL DISCLOSURES

Sustainability Statement 2024

The General meeting of shareholders is the body that decides the fundamental issues of the

Company's activities. Its competence is defined by the Republic of Lithuania Law on Companies

and the Company's Articles of Association. Additional information on this body can be found in

Governance report of this Annual report (page 40).

The competence of the APB Apranga Board is determined by the Law on Companies of the

Republic of Lithuania and the Company's Articles of Association.

APB Apranga Board elects and dismiss the General Manager as well as in accordance with the

Company's remuneration policy, determines his salary, other terms of the employment.

Composition of the APB Apranga management team

Composition of the APB Apranga board

Number of executive directors

Number of board members

Proportion (%) of independent members of the management body

Average ratio (%) of female to male members of the management

Average ratio (%) of female to male members of the board

(calculated as an average ratio of female to male board members)

57,14%

16,67%

33%

Responsibilities overview within APB Apranga

Management team per sustainability topics:

Responsible

for monitoring

impacts, risks

and

Climate

change | E1

Pollution | E2

Water

and marine

resources | E3

Resource use

and circular

economy | E5

Own

workforce | S1

Workers in

the value

chain | S2

Business

conduct | G1

General

Manager

Finance and

Economics

Director

Buying

Director

Sales and

Marketing

director

Human

resources

director

Development

Director

Managing

Director |

Inditex Baltic

countries

APB Apranga Board and General Manager oversee the strategic direction and target setting for

Group’s sustainability. General Manager, with the management team, ensures these targets are

implemented across the Group. While we do not have a single document outlining sustainability

responsibilities, these are embedded in job descriptions and operational practices, ensuring

accountability and integration throughout the organization. Each department dedicates

additional personnel internally to work on allocated sustainability topics.

GENERAL DISCLOSURES

Sustainability Statement 2024

The Works Council at the Group is an important representative body for employees, actively

participating and expressing opinions on all major issues related to employees. The Works

Council ensures that employees' interests are represented and defended; also, it contributes to

the decision-making process. Additionally, the Works Council actively engages in discussions on

work organization, safety and health, and other important issues that affect employee well-being

and ensure the protection of employees' rights. Its activities are essential for ensuring effective

communication between employees and the employer.

APB Apranga Board is regularly informed about sustainability related topics / projects during

General Meetings, with updates provided by the Corporate Communications Project Manager

upon request, but at least once a year. These meetings enable the Board to address sustainability-

related questions, propose new measures, and evaluate the effectiveness of actions taken. On

November 5th, 2024, the agenda included a presentation on the Double Materiality Analysis

(DMA) process and results, providing the Board with detailed insights into this crucial aspect of

sustainability reporting. IROs were updated in the first quarter of 2025.

As the DMA was completed last year, identifying key impacts, risks, and opportunities (IROs),

the Board will adopt a strategy in 2025 that aligns with these sustainability IROs. This strategy

will include the identification of related targets, ensuring a focused and effective approach to

addressing the company's sustainability priorities.

Representation of employees and other workers

Information provided to and sustainability matters

addressed by the undertaking’s administrative,

management and supervisory bodies

GOV-2

Main responsibilities of the APB Apranga General Manager include:

ب The head of the company - the General manager is the sole management body of the

company.

• The head of the company acts unilaterally in relations with other persons, except in cases

where the approval of the Board or the General shareholders' meeting is required based on

the laws or the Articles of association of the Company.

• The main duty of the General manager is to organize the Company's daily activities, including

responsibility for sustainability-related strategic decisions.

Main responsibilities of the APB Apranga Management team include:

• Defining and aligning sustainability targets with strategic ambitions.

ب Guiding decision-making on daily environmental, social, and governance (ESG) matters.

• Participating in the process and approving the results of the double materiality analysis as

well as IROs oversight.

ب Overseeing the preparation and completion of the annual report.

APB Apranga Audit committee:

APB Apranga Audit Committee consists of three members, two of whom are independent. The

Audit Committee is elected for a four-year term. The members of the Committee are appointed

and removed by the APB Apranga Board, except for the independent Committee members.

Independent Audit Committee members are elected and removed by the General Meeting of

Shareholders upon the proposal of the APB Apranga Board. Additional information on this body

can be found in Consolidated Annual Report (page 69-70).

Main responsibilities of the of the Audit Committee:

ب Inform the APB Apranga General Manager about the results of the financial statements audit.

• Oversee the company’s financial and non-financial reporting process to ensure the accuracy

and transparency of financial statements and sustainability report.

ب Monitor the financial statement preparation process and provide recommendations to

ensure its reliability.

ب Monitor the effectiveness of the APB Apranga internal quality control and risk management

systems that affect the APB Apranga financial reporting.

• Oversee the audit of annual financial statements and consolidated financial statements.

• Review and monitor the independence of auditors or audit firms.

• Be responsible for conducting the selection procedure for the auditor(s) or audit firm(s).

GENERAL DISCLOSURES

Sustainability Statement 2024

As one of the leading clothing retailers in the Baltic States, we recognize our responsibility for

the impact of our actions on employees, customers, shareholders, society, and the environment.

In every market where we operate, we conduct our activities with fairness, transparency, and

responsibility, adhering to all applicable laws and the highest standards of business ethics.

We are dedicated to upholding the ethical principles that guide our operations. The principles

of Apranga Group include integrity and clear communication of our values and ethics. These

principles are integral to our commitment to transparency and respect in all relationships, both

internal and external. We expect our employees, colleagues, and contractors to adhere to these

same standards. These principles are outlined in our company policies and are available on our

website. Building on the foundation set by our "Code of Ethics and Conduct," we ensure that all

potential partners and suppliers align with these ethical standards through clear communication

and adherence to our established principles.

We recognize the importance of having a robust sustainability strategy and are planning to

develop and implement one in 2025. This strategy will include setting specific targets and

establishing a tracking system to monitor our progress. Our priority is to gradually improve our

existing governance and oversight processes, ensuring that we meet the ESRS requirements and

continuously enhance our due diligence practices.

Currently, our Group does not have any remuneration schemes that integrate sustainability-

related (including climate) performance. We recognize the importance of aligning incentives with

sustainability goals; therefore, we are committed to evaluating the potential for incorporating

sustainability-related performance metrics into our remuneration policies in the future.

Statement on due diligence

Integration of sustainability-related performance

in incentive schemes

GOV-3

GOV-4

E1.GOV-3

Key elements of due diligence

(a)

(b)

(c)

(d)

(e)

Sustainability

report points

Page No.

in the report

Integrating due diligence into

governance, strategy and business model

Engaging affected stakeholders in all

relevant stages of due diligence

Identification and evaluation

of adverse effects

Taking measures to mitigate these

adverse effects

Monitoring and communicating

the effectiveness of these efforts

ESRS 2 GOV-2:

ESRS 2 GOV-3:

ESRS 2 SBM-3

ESRS 2 IRO-1;

ESRS 2 SBM-3;

Related actions

Metrics

ESRS 2 GOV-2;

ESRS 2 SBM-2:

ESRS 2 IRO-1;

All policies, which are

mentioned in this report

96, 97

96, 101, 114, 126,

138, 150

114, 97

126, 136, 142, 151

127, 129, 136, 140,

145, 146

Effective risk management and internal controls are crucial for ensuring the long-term viability

and ethical integrity of organization. Although currently there is no documented risk management

system in place at Apranga Group, we have several steps which we take to ensure a comprehensive

and effective approach.

While working in projects which are related to sustainability, we take into consideration all

aspects, including environmental impact, social responsibility, and governance practices. During

the DMA process, which took place in 2024, we have assessed sustainability related risks together

with impacts and opportunities, which are disclosed in this report. General sustainability related

risks management system will be put in place after we develop updated strategy and set related

targets and actions.

Sustainability risk management and internal

controls over sustainability reporting

SBM-3

GOV-5

(ON RISKS)

GENERAL DISCLOSURES

Sustainability Statement 2024

* European

Parlament and

Council directive (EU)

2022/2464

Regarding sustainability reporting, we perform reviews to assess the effectiveness of our practices

and controls, ensuring they remain robust and relevant. Final report is approved by the General

Manager of the company. The company's Management team assumes responsibility for the

information presented in the sustainability report as per legal requirements*. Transparent and

reliable metrics are crucial in this process, as they allow us to accurately measure our progress

and identify areas for improvement. To further enhance our efforts, we will focus on educating

employees and work closer with our suppliers.

GENERAL DISCLOSURES

Sustainability Statement 2024

SBM-1

Strategy, business model and value chain

We integrate sustainability into our strategy through initiatives such as sustainable sourcing,

energy-efficient operations, green energy usage, and waste reduction. While the specific

sustainability focus areas of our updated strategy are yet to be confirmed, we have adhered to these

principles. The forthcoming strategy, to be updated in 2025, will be shaped by the outcomes of the

Double Materiality Assessment (DMA) process, which identified impacts, risks, and opportunities.

This process has also incorporated the interests and perspectives of our stakeholders, ensuring

that our strategy not only addresses our own operations but also considers our broader impact

on the value chain. By engaging with stakeholders throughout the DMA process, we could ensure

that their views are reflected in our strategic decisions, thereby aligning our sustainability efforts

with stakeholder expectations and addressing relevant sustainability matters comprehensively.

Business model: Group’s main activity is retail sales of clothing in Lithuania, Latvia, and Estonia.

We operate stores which are owned or leased in retail spaces in major cities in all three countries.

The business model relies on cooperation with worldwide known fashion brands whom we

represent via franchise or in other forms of agreement. The main partner is the world's leading

fashion retailer Inditex. We operate brick and mortar stores and sell through e-commerce

platforms (owned and third party). All administrative functions are concentrated in the main

office in Vilnius. Meanwhile there are small administrative offices in Riga and Tallin, to implement

local functions. Central warehouse is in Vilnius and serves as the main logistics operation point

for all three countries. From it we organize shipments to all three Baltic countries with our own or

third-party transportation companies.

Current Markets and Customers: We serve key markets such as Lithuania, Latvia, and Estonia

and represent different customer groups according to the main retail segments of our activities:

Economy, Youth, Business, Luxury, Zara, Outlets, and Footwear. During the reporting period, there

were no significant changes in the groups of products and/or services offered, nor in the markets

and/or customer groups served.

Employee Distribution: Our workforce is distributed across all Baltic countries’ regions, with most

of the administration located in Lithuania. Total number* (headcount at the end of the reporting

period) of employees – 2295 (see in financial statements page 52). In Lithuania there are 1456, Latvia

– 524, Estonia – 315. Detailed information on our employees can be found in our Own workforce

part of this report (page 140).

STRATEGY

* Related

considerations:

Number of employees

is provided in

headcount as of

December 31, 2024.

Information is

provided from internal

HR system „HRB

portal“. The numbers

align with financial

data. Employees on

maternity (paternity)

leave and duplicates

(when the same

person is working

in more than one

company in the

Group) are excluded.

100

GENERAL DISCLOSURES

Sustainability Statement 2024

Value chain

In the materiality assessment, Value chain is defined as the full range of activities, resources and

relationships related to the undertaking’s business model and the external environment in which

it operates. It encompasses the activities, resources and relationships the undertaking uses and

relies on to create its products or services from conception to delivery, consumption and end-of-

life.

Therefore, as a first step of Double materiality assessment, Company’s Value Chain and Stakeholder

map was created. It helped to identify the broad field of activity in which company operates, as

well as to agree on the scope and boundaries of the assessment.

Value chain related data available at the publicly accessible sources, such as sustainability reports

and sectoral statistics, was collected and analysed. Based on this information, the identification

of the potentially material sustainability matters and IROS was carried on. Business impact and

relation to strategy and actions is stated in Material impacts, risks and opportunities and their

interaction with strategy and business model part of this report, page 104.

Key dependencies:

• Types of goods (Clothing, footwear, household goods)

• Cotton (major source for product manufacturing by suppliers)

• Packaging materials

• Energy and water

• Fuel for transport

• Solar power plant and charging stations

• Own employees

• Finances (equity (stock market) and bank loans, guarantees, leasing and supplier credit,

insurance)

• Technological resources (e.g. IT equipment, software, warehouse management system,

e-commerce platform etc.)

• Business trips

• Buildings (5 to 10 owned buildings and over 160 leased premises)

• Product safety

The most significant assets in our business line are contracts with suppliers, our own employees

and our own stores. We ensure the stability of the company's operating model by investing in our

employees, entering preliminary contracts with suppliers and planning activities with partners

(long-term lease), as well as consistently investing in store renovations that meet the highest

standards. Therefore, we focus on dependencies which are within our and take into account those

dependencies which we cannot directly control.

Apranga Group value chain map:

Supply chain:

• Manufacturers (Manufacture and selling of the products)

• Suppliers (Creating products and producing for other manufacturers in full or in part)

• Packaging manufacturers and suppliers

• Upstream and downstream transport

• Rental of premises and shopping centers

• Resources (Energy and water supply)

• Construction works (shop installation)

• Outsourced services (cleaning of premises, couriers, IT services)

• Other services (Consulting, Advertising)

Own activities:

• Brick and mortar, and online retail

• Trading on third-party online platforms

• Storage facilities (for own operations)

• Logistics (for own operations)

• Returns (to Customers or Suppliers)

• Real estate management (not a significant part of the business)

• Repair services (direct and/or third-party management, small %)

101

GENERAL DISCLOSURES

Sustainability Statement 2024

Markets (End use):

• Consumers (Product segments: Economy, Youth, Business, Luxury, Zara, Outlets, and

Footwear)

• Third-party platforms (e.g. Farfetch)

• Shopping centers

• Shops in own premises

End of life:

• Unsold items sold in outlets

• Product consumption cycle (Efforts to prolong it)

• Energy regeneration from unsold products (less than 1%)

• Used clothing which is gathered in stores given to charity (a small proportion)

• Clothing hangers and mannequins returned to partners or sold (50/50)

• Plastic and paper waste (distributed to market) collected via “Žaliasis taškas, VšĮ” in Lithuania

• Unsold products return to supplier (producer)

• Management of operational waste

Our approach to stakeholder relations is grounded in continuous dialogue through various

channels, including surveys, expert meetings, and consumer feedback. The insights gathered

from these interactions are integral to our business decision-making process, in example we have

involved our stakeholders in DMA process last year and took into consideration their views and

opinions while evaluating most material topics (more information in DMA process description of

this report). We ensure that stakeholders are regularly informed about our company's objectives

and decisions, and we actively solicit their feedback. This ongoing engagement allows us to better

understand stakeholder needs, adapt our strategies and actions accordingly, and collaborate

effectively to achieve optimal results.

The structure of major shareholders remained unchanged last year. APB Apranga is majority

owned by investment holding MG investment, UAB.

Shareholders of the company who control more than 5% of the votes at the shareholders' meeting:

• MG investment, UAB 65.41 %

• Minvista, UAB 10.48 %

• Private or institutional investors (remaining part)

Interests and views of stakeholders

SBM-2

Stakeholder groups:

Stakeholder

group

Shareholders

and investors

(financial

institutions)

Business partners

Involvement type

& regularity (ad hoc if

not indicated otherwise)

Topics

discussed

Impact on

business decisions

Shareholders meetings

(once a year)

E-mail

Company website

Media

Meetings

Events and special

publications

Dedicated communication

channels

E-mail

Teleconference calls

Code of Conduct

Surveys and opinion polls

Company website

Sustainability themes

in relation to business:

climate, business ethics

and compliance.

Cooperation on

sustainability related

products or activities.

Comply with the law

in the markets in which

we operate.

Invest in renewable

Energy.

Setting sustainability

targets for our partners.

Profitable growth,

reputation and risk

management.

Financial results and annual

report.

Stable payment of

dividends and share price

development.

Sustainability themes

in relation to business

development.

Direct decisions for

business development.

Creation of financial value.

Measures for ESG related

investor assessments.

102

GENERAL DISCLOSURES

Sustainability Statement 2024

Own work force

Regulators

Internal company portal

HR management system

Trainings and webinars

Surveys and opinion polls

Face-to-face meetings

Information boards

in common areas

E-mail

Face-to-face meetings

Company website

Media

Compliance with laws and

regulations

Development of sustainable

business

Preparing and adhering

to new sustainability

legislation.

Complying with the local

regulations.

Good working conditions

Employee training and

development

Employee involvement in

implementing sustainability

related activities

Measures emerging

from annual employee

satisfaction survey.

Updated trainings.

Career

opportunities (both

horizontal

and vertical).

Flexible working

Hours.

Customers

Customer service office

Surveys

Internet services

Company website

Newsletters

Stores

Media

Quality products,

sustainable packaging.

Good customer service and

reliable deliveries

Transparent and reliable

information in relation to

products, good customer

service and reliable

deliveries

Sustainable value chain

Sustainability information

Customer feedback and

survey results inform

both business related

and sustainability related

decisions, such as

expanding sustainable

assortment and responsible

handling of defective

products.

Supply chain

Dedicated communication

channels

Code of Conduct

Company website

Media

Company website

Media

Sustainability oriented

partnerships.

Sustainability related

information.

Sustainable products,

environmental targets and

human rights throughout

the value chain.

Transparent and

reliable information on

sustainability related

matters.

Cooperation to promote

sustainability.

Setting sustainability

targets for our partners.

Monitoring commitment to

Code of Ethics.

Active communication via

various channels.

Society

Stakeholder

group

Topics

discussed

Impact on

business decisions

Management team and the Board are informed of stakeholders' views and interests on

sustainability through regular reports and updates from dedicated stakeholder engagement

teams. These teams gather feedback, conduct surveys, and hold consultations to ensure that

the perspectives and concerns of stakeholders are accurately communicated to the leadership,

enabling informed decision-making on sustainability matters.

Involvement type

& regularity (ad hoc if

not indicated otherwise)

103

GENERAL DISCLOSURES

Sustainability Statement 2024

In 2024, Apranga Group conducted a double materiality assessment in alignment with the ESRS.

This assessment evaluated the impact and financial materiality of various sustainability topics

relevant to our operations. This is the first time we have systematically identified and assessed our

company’s key significant topics. A comprehensive list of materiality topics and related impacts,

risks and opportunities was created as a result of this process. No in-depth resilience analysis was

conducted; however, we have indicated some strategic actions in relation to identified IROs in the

table below.

The results of this assessment are listed below, highlighting the key areas of importance.

Material topics (with sub-topics, sub-sub-topics):

• ESRS E1: Climate change (Climate change mitigation, climate change energy).

• ESRS E2: Pollution (Pollution of water, microplastics) – entity specific.

• ESRS E3: Water and marine resources (Water consumption) – entity specific.

• ESRS E5: Circular economy (Resource inflows- entity specific, waste).

• ESRS S1: Own workforce (Working conditions (working time, work-life balance, adequate

wage), equal treatment and opportunities for all (training and skills development).

• ESRS S2: Workers in the value chain (Working conditions (working time & work-life balance;

adequate wages, freedom of association), Equal treatment and equal opportunities for all

(gender equality and equal pay for work of equal value; measures against violence and

harassment in the workplace; diversity)).

• ESRS G1: Business conduct (Corporate culture and business conduct, management of

relationships with suppliers including payment practices, corruption and bribery).

We have omitted all the disclosure requirements in the topical standards for Biodiversity and

ecosystems (E4), Affected communities (S3) and Consumers and end-users (S4) as these topics

were deemed immaterial in our DMA. We understand the importance of periodically reviewing

our double materiality assessment to keep pace with changing stakeholder expectations and

emerging requirements. Therefore, in the future, we plan to review and reassess both our current

significant topics and those that were assessed as not material. This comprehensive review

process will help us identify new impacts, risks, and opportunities, ensuring our sustainability

focus and planned actions remain effective and relevant.

IROs which are stemming from value chain have an indirect impact, thus sets boundary on

ownership of said impact, risk or opportunity. In the following IRO disclosure table, we transparently

disclose all IROs which were identified during DMA. However, we do not to reflect on each of them

separately from business impact or planned actions perspective – only on those for which we

have evaluated such impact or have certain short-term plans.

By continuously updating our assessment, we can better align our efforts with the latest industry

standards and stakeholder concerns. This proactive approach will not only enhance our ability

to respond to emerging challenges but also strengthen our commitment to transparency and

accountability.

Material impacts, risks and opportunities and their

interaction with strategy and business model

MATERIALITY

ASSESSMENT

SBM-3

(+ E1.SMB-3, S1.SBM-3,

S4.SBM-3)

104

GENERAL DISCLOSURES

Sustainability Statement 2024

Climate

change

(climate

change

mitigation)

Critical Important

I: The actual negative

impact arises from the high

emission intensity in the

value chain—particularly

during raw material supply

and the production process—

as well as from the Group's

direct operations, such as

e-commerce, transportation,

and warehousing.

R: The limited availability of

GHG-reducing technologies

in the value chain may

require costly investments,

potentially driving up product

prices and posing a financial

risk to the Goup.

R/O: The financial sector

is more likely to invest (as

well as it also can influence

consumers choice) in

climate-friendly industries or

companies, presenting both

a risk and an opportunity for

the Group, depending on its

own environmental practices.

R: There is potential for

overall reputational damage

due to the significant climate

impact of this industry.

Upstream and

own operations

All time horizons This environmental challenge

necessitates a shift towards

more sustainable practices

to mitigate negative effects.

Strong focus on integrating

sustainability into core

strategies, with focus on

reducing emissions through

improved supply chain

management, adopting

eco-friendly materials, and

enhancing production

efficiency.

Additionally, moving towards

solutions which create lower

emissions in own operations

– means of transport, petrol,

energy sources.

The scarcity of sustainable

materials can lead to higher

costs and supply chain

disruptions, impacting

production schedules and

delivery times. Additionally,

limited investment in

innovative technologies

can hinder innovation and

competitiveness, resulting in

missed growth opportunities.

Focus on ensuring

continuous investment for a

strong and resilient business

model.

Assess the entire supply

chain to identify key

sources of emissions. Use

this data to establish a

baseline for measuring

improvement.

Assess highest emission

points and investigate

possible medium-term

solutions.

Set related emission

reduction targets.

Work closely with key

suppliers to promote the

development and adoption

of sustainable practices

across the supply chain.

Enhanced transparency

coming with new CSRD

aligned reporting, starting

with annual report for FY

2024

Sustainability integration

into the core business

strategy.

Clearly define emission

targets and focus on

emissions reduction

actions that offer the

greatest impact and are

within Group’s sphere of

influence.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

105

GENERAL DISCLOSURES

Sustainability Statement 2024

I: Textile and clothing

production uses a lot of

energy, which has a negative

impact. An additional

negative impact is that

ttransportation of goods is

dependent on fossil fuels.

R: Tighter environmental

regulations on energy

consumption and variations

in energy prices could lead to

higher operating expenses.

Additionally,

not transitioning to

cleaner energy can harm

a company's reputation

and relationships with

consumers, investors, and

regulators.

R/O: High energy prices can

push suppliers out of the

market and reduce market

share. The need to invest in

energy-efficient technologies

can undermine partnerships

if there is no equal access to

or understanding of these

technologies. However,

investing in energy-efficient

technologies can provide

long-term financial benefits.

R/O: While investing in non-

fossil fuel transportation

solutions or self-generated

energy can be expensive, it

offers significant long-term

financial benefits.

O: Implementing energy-

saving practices (value-

chain) can yield immediate

cost savings. Additionally,

investing in energy-efficient

technologies can enhance

efficiency and result in long-

term financial benefits

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

Climate

change

(energy)

Critical Important Upstream,

downstream,

own operations

All time horizons High energy prices may

push suppliers out, affecting

Group’s market share.

Operating expenses on

electricity might increase

due to tighter environmental

regulations.

The Group may face

potential disruptions if its

transportation partner

struggles with fuel price

fluctuations, affecting the

overall stability of the delivery

of the goods.

Need to consider external

partner's dependency

on fossil fuels, such as

diversifying transportation

partners or investing in

collaborative sustainability

initiatives.

Work closely with key

suppliers to promote the

development and adoption

of sustainable practices

across the supply chain. I.e.

Promote the use of green

energy in the value chain

by setting requirements for

suppliers.

Optimize inventory levels to

buffer against supply chain

disruptions, ensuring that

there is enough stock to

handle short-term supplier

issues.

To mitigate possible

risks, we plan to choose

partners based on their

sustainability practices and

fuel efficiency

106

GENERAL DISCLOSURES

Sustainability Statement 2024

Pollution

(pollution

of water)

(entity

specific)

Pollution

(microplastics)

(entity

specific)

Water and

marine

resources

(water

consumption

& water

withdrawals)

(entity

specific)

Critical

Informative

Important

Informative

I: Negative impacts arise from

high water consumption

and chemical use in the raw

material processing and textile

production. Such substances

enter the environment,

especially in countries where

water treatment options are

limited.

R: The need to invest in water

pollution control technologies

may require significant costs

and increase production costs.

R: In long-term supplier

selection options may be

reduced if some technologies

(manufacturing, dyeing) are

considered unacceptable due to

high water consumption.

I: Negative impact due to the

release of microplastics into the

environment in the value chain

(production processes, use and

washing of sold garments).

R/O: Opting for sustainable

design and production by

eliminating synthetic materials

could expand the product

range and attract a broader

customer base, though it would

lead to higher production

costs. However, this could lead

to higher production costs for

suppliers, potentially affecting

product pricing.

I: Negative impacts arise from

the high-water dependency

in cotton cultivation

and textile production,

particularly concerning the

use of freshwater sources like

groundwater and nearby rivers.

O: Encourage suppliers to use

water sustainably (both in

terms of consumption and the

management of contaminated

water).

Upstream

Upstream,

downstream

Upstream

Long-term

All time horizons

The rising demand for

eco-friendly products

can enhance customer

relationships, but failing

to address this demand

properly could result in a loss

of market share.

Focus on ensuring

compliance with

environmental regulations

to avoid reputational

damage and build trust with

stakeholders, especially

consumers, regulators, and

financial partners.

High water dependency in

cotton growing and textile

production can lead to supply

chain disruptions, affecting

the availability and cost of

raw materials.

To mitigate possible risks,

we plan to introduce a

questionnaire designed

for suppliers. This will

help us to identify what

our suppliers are doing

to address related risks of

pollution.

To mitigate possible risks,

we plan to introduce a

questionnaire designed

for suppliers. This will

help us to identify what

our suppliers are doing

to address related risks of

pollution.

We plan to evaluate

communication

possibilities to educate

customers about

microplastic pollution.

The Group might need

to engage more closely

with its suppliers to obtain

more accurate information

and promote sustainable

practices and reduce water

dependency – via supplier

policy and questionnaire.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

107

GENERAL DISCLOSURES

Sustainability Statement 2024

Circular

economy

(resources

inflows,

including

resource

use)

Circular

economy

(waste)

Critical

Important

Significant

I: Negative impacts rise from

the limited availability of

secondary resources, reliance

on raw materials, and the use

of complex materials that are

challenging or impossible to

recycle. Direct negative impact

due to the trade in fast fashion

clothing.

R: There are insufficient

alternatives to make positive

changes in the value chain,

and a lack of suppliers offering

clothing made from secondary

resources. However, consumer

demand for alternative

materials may rise.

I: Negative impact downstream

as sold garments ends up in

landfills or are incinerated.

Negative impact on the

company's direct operations

due to the amount of waste

generated.

R: Currently there is no

effective solution to prevent

sold garments from ending

up in landfills, and regulatory

authorities may impose strict

textile waste management

rules, impacting the entire

business model.

R: Reputational risk and

consumer backlash if waste

management is not addressed

at the end-use stage

R/O: Some suppliers require

a waste management

programme at the end-

use stage, which increases

operational costs

O: The EU Waste Directive will

propose a solution to participate

in the textile management

process by sorting textile waste

separately. This will increase

operational costs but will help to

manage waste efficiently at the

end-use stage.

Upstream

Own operations,

downstream

Long-term

All time horizons

Dependence on raw

materials and the use of

complex, non-recyclable

materials can drive up

production costs, as these

materials may become

more expensive or harder to

source.

Increasing environmental

regulations may require the

company to shift towards

more sustainable practices,

potentially leading to higher

compliance costs and

operational changes.

The Group may face higher

costs to comply with new

textile waste management

regulations, including

investments in waste

reduction technologies and

processes.

Developing a risk

management strategy

to address potential supply

chain disruptions due to

the limited availability of

secondary resources.

This could include

diversifying the supplier

base or creating

contingency plans.

Plan to work closely with

suppliers to ensure they

comply with new

regulations and adopt

sustainable practices.

Continue take-back

programs to collect

used garments from

customers for recycling

or repurposing.

Take part in creating a

system of separate textile

collection in all markets

where the company

operates in line with EU

waste regulation.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

108

GENERAL DISCLOSURES

Sustainability Statement 2024

Own

workforce:

working

conditions

(working

time &

work-life

balance)

Own

workforce:

working

conditions

(adequate

wages)

Significant

I: Potential negative impact

on employees due to the

specific nature of working

hours (non-traditional

working hours) and changing

shifts.

R/O: Risk of deterring new

employees due to unstable

working hours, but also an

opportunity to offer a flexible

work schedule.

R/O: In case of introduction

of new national legislation

on shop opening hours (e.g.

weekends, Sundays or late

evenings) it can have turnover

losses due to shorter working

hours; however, offering

flexible hours can attract

individuals who prefer or

need non-traditional work

schedules, such as students

or parents.

I: There may be a negative

impact on employee well-

being, especially in the

medium and long term, if

wages do not reach adequate

wage limits and wage growth

is not linked to average wages

(or purchasing power).

R: Increase of operating

costs due increased market

average wage.

O: Competitive wages and

growth opportunities can

lead to higher employee

retention, reducing turnover

costs, and improve the

company's reputation and

employer image.

Own operations

All time horizons

Attracting new employees is

difficult due to the perceived

instability of the work

schedule.

Increased Turnover:

Employees may leave

for more stable job

opportunities, leading to

higher turnover rates.

The Group may face

difficulties in attracting new

talent and retaining current

employees if the wages are

perceived as inadequate.

This perception can deter

potential hires and lead

to higher turnover rates.

Additionally, the need to

train new employees can

further impact productivity,

as these training programs

require time and resources,

temporarily reducing overall

efficiency.

Manage employee turnover

effectively:

Provide resources to help

employees manage their

work-life balance.

Provide motivational salary

programs.

Provide additional benefits,

such as private healthcare

fund.

Carry out employee

satisfaction survey

Wage policy: Review a

wage growth strategy tied

to performance and market

conditions to motivate

employees and align their

interests with our goals.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

109

GENERAL DISCLOSURES

Sustainability Statement 2024

Own

workforce:

equal

treatment and

opportunities

for all

(training

and skills

development)

Workers in

the value

chain:

working

conditions

(working

time &

work-life

balance)

Significant

Critical

Significant

Important

I: Possible positive impact of

internal training programs

and career development

programs.

R: Increased operating costs

due to the investment in

enhanced training programs

and the development

of partnerships with

educational institutions.

O: Improvement of existing

training programs will help

employees gain better skills

and knowledge, which can

lead to higher productivity

and job satisfaction.

O: Partnerships with

educational institutions

can attract students who

are looking for work-study

opportunities, thereby

expanding the talent pool.

I: Potential negative impacts

on value chain workers at all

levels, excluding Tier 1, due

to the lack of regulations

and guidelines to mitigate

excessive working hours,

which is a significant issue

within the global fashion

industry.

R: Disregarding work-life

balance within the value

chain threatens its stability,

potentially jeopardizing

operations and performance.

R/O: Regulation in this area

enhances the stability of

the value chain, although it

may also lead to increased

production costs.

Own operations

Upstream

Short-term

Long-term

Balancing the increased

costs with the expected

benefits will be crucial to

ensure the initiatives are

sustainable.

Higher production costs due

to increased regulation may

be passed down the supply

chain, potentially leading

to higher prices for the

purchasing company. Thus,

company might need to

adjust operational strategies

to accommodate changes in

supplier practices and costs.

Evaluate existing training

programs to identify

strengths and areas for

improvement.

Develop new training

content based on the

assessment.

Set up metrics to measure

the effectiveness of the

training programs.

Regularly review and

update the training content

based on feedback and

performance data.

Communicate the new

training opportunities

to current and potential

employees and highlight

the benefits of these

programs in recruitment

materials.

Create and introduce a

supplier code of conduct

and distribute

comprehensive supplier

questionnaires to direct

(Tier 1) suppliers to gather

information in relation to

working conditions of value

chain workers. Use the

responses to assess

compliance and identify

areas for improvement.

Regularly monitoring

suppliers to ensure ongoing

compliance and address

any issues promptly.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

110

GENERAL DISCLOSURES

Sustainability Statement 2024

Workers in the

value chain:

working

conditions

(adequate

wages,

freedom of

association,

including the

existence of

work councils,

collective

bargaining,

health and

safety)

Workers in

the value

chain: equal

treatment

and

opportunities

for all (gender

equality and

equal pay

for work of

equal value,

measures

against

violence and

harassment

in the

workplace,

diversity)

Critical

Important

I: Potential negative impact

on workers’ rights in the

garment industry due to the

absence of commitments

and processes to ensure

that suppliers respect

fundamental labour rights,

including the right to

assembly and collective

bargaining, across the entire

value chain (beyond just

Tier 1).

R: Increased regulation may

lead to higher production

costs and pose a reputational

risk due to potential negative

consumer reactions if issues

such as fair pay, health and

safety, and fundamental

labour rights (including

the right to assembly and

collective bargaining) are

not adequately addressed

throughout the entire value

chain.

I: Potential negative impact

on women working in

the garment industry

arise from the absence of

commitments and processes

to prevent discrimination and

ensure a harassment-free

environment throughout the

value chain.

R: Increased regulation may

lead to higher production

costs. Additionally, there is

a reputational risk due to

potential negative consumer

reactions if the issue is not

adequately addressed.

Upstream

All time horizons

A need to adjust pricing

strategies to maintain

profitability while managing

increased costs.

Incorporating these risks

into strategic planning and

decision-making processes

necessitates adjustments to

internal risk management

procedures to better prepare

for potential impacts.

The Group will need to revise

its financial forecasts and

plans to account for the

higher costs, ensuring that it

maintains financial stability

and meets its financial goals.

Create and introduce a

supplier code of conduct

and distribute

comprehensive supplier

questionnaires to direct

(Tier 1) suppliers to gather

information in relation to

working conditions of value

chain workers. Use the

responses to assess

compliance and identify

areas for improvement.

Regularly monitoring

suppliers to ensure ongoing

compliance and address

any issues promptly.

Create and introduce a

supplier code of conduct

and distribute

comprehensive supplier

questionnaires to direct

(Tier 1) suppliers to gather

information in relation to

equal treatment and

opportunities for value

chain workers. Use the

responses to assess

compliance and identify

areas for improvement.

Regularly monitoring

suppliers to ensure ongoing

compliance and address

any issues promptly.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

111

GENERAL DISCLOSURES

Sustainability Statement 2024

Business

conduct

(Corporate

culture and

business

conduct)

Important Important I: Non-compliance with the

company's Code of Ethics

and cultural principles may

negatively affect direct

operations and the entire

value chain.

R: A negative or

discriminatory company

culture can have profound

impacts on both potential

employees and business

relationships. For the

workforce, particularly the

younger generation, such a

culture can deter talented

individuals from joining

the company, leading to

challenges in attracting and

retaining top talent. Moreover,

partners may be unwilling to

associate with a company that

does not uphold inclusive and

respectful cultural principles,

leading to a breakdown in

collaborations and potential

loss of business opportunities.

O: A positive and supportive

work culture, backed

by appropriate internal

regulations, can enhance trust

among business partners,

the community, and other

stakeholders.

Upstream, own

operations

All time horizons Troubles in attracting new

talent can result in a less

dynamic and innovative

workforce, ultimately

affecting the company's

competitiveness and growth.

Strong corporate culture

can lead to more robust

and enduring business

relationships, increased

community support, and

greater overall stakeholder

engagement and

satisfaction.

Conduct regular training

sessions for employees

at all levels to ensure

understanding and

adherence to the

company’s Code of Ethics

and cultural principles.

Encourage open

communication and

feedback from employees

to continuously improve

the work environment.

Regularly review and

update internal regulations

to ensure they are aligned

with best practices and

legal requirements.

Maintain transparent

communication with

business partners about the

company's commitment

to ethical practices and

cultural principles.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

112

GENERAL DISCLOSURES

Sustainability Statement 2024

Business

conduct

(Management

relationships

with suppliers

including

payment

practices)

Important Important I: Improper management of

supplier relationships can lead

to actual negative impact on

Environmental, Social, and

Governance (ESG) areas.

R: Neglecting supplier

relationships and delaying

payments can lead to

diminished or halted supplies

and may also result in the

cancellation of franchise or

distribution agreements.

R: Failure to manage supplier

relationships and late

payments can lead to reduced

or halted supplies, termination

of agreements, late deliveries,

interest charges, and the end

of business partnerships.

O: Making timely payments

and effectively managing

relationships can help

establish strong and reliable

connections with suppliers.

Upstream Medium and

long-term

Late payments can result in

interest charges and strained

business partnerships,

leading to late deliveries

and potential termination of

relationships.

Ensure all payments to

suppliers are made on time

to build trust and reliability.

Maintain open

and transparent

communication with

suppliers to address any

issues promptly.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

113

GENERAL DISCLOSURES

Sustainability Statement 2024

Business

conduct

(corruption

and bribery)

Informative Important I: Non-compliance with the

company's Code of Ethics

and Conduct can negatively

impact direct operations and

the entire value chain. While

the impact on people and the

environment may be limited,

it is significant from a risk

management perspective.

R: Failure to comply with legal

requirements and incidents

of corruption and bribery can

damage public trust, compel

partners to end business

relationships, lead financial

institutions to downgrade

the company's reliability, and

worsen financial conditions.

R: Incidents would negatively

affect public trust, partners

would be forced to terminate

business relationships,

financial institutions would

worsen the company's

reliability indicators, and

financial conditions would

deteriorate.

O: Strengthening

organizational resilience

through the prevention

of bribery and corruption,

implementing strong

and preventive internal

documentation, along

with continuous training

to improve employees’

awareness and knowledge of

good practices, helps them

recognize risks.

Upstream, own

operations,

downstream

All time horizons Non-compliance can lead

to disruptions in daily

operations, as the company

may face legal actions,

fines, and increased

scrutiny from regulators.

The company may

experience financial

strain due to downgraded

reliability indicators from

financial institutions,

leading to higher

borrowing costs and

reduced access to capital.

Loss of public trust

(including consumers) can

reduce sales and market

share, impacting the

entire value chain from

production to distribution.

Provide continuous

training for employees

on compliance, ethical

behaviour, and recognizing

risks related to bribery and

corruption.

Maintain transparency

with stakeholders about

the company's compliance

efforts and any incidents

that occur.

Perform regular risk

assessments to identify

potential areas of non-

compliance and develop

mitigation strategies.

ESRS

DMA outcome overview Our related actions

Topic

Impact

assessment

Financial

assessment

Impacts (I), risks (R)

and opportunities (O)

Origin of

the impact

Time horizon

considered

(short-, medium-,

long-term)

Impact on business,

value chain, strategy

or decision making

Actions taken

or planned

114

GENERAL DISCLOSURES

Sustainability Statement 2024

The materiality assessment process was conducted in accordance with the double materiality

principle as defined by the EU Corporate Sustainability Reporting Directive. This assessment was

performed by APB Apranga Management team, Heads of departments and other responsible

personnel with consultations provided by external experts, in accordance with the ESRS and the

May 2024 version of the EFRAG implementation guidelines.

Both impact and financial materiality were assessed during the process. The topic is considered

material from the perspective of the impact when it concerns the actual or potential, positive, or

negative impact of the Group to the environment or people in the short to long term.

Meanwhile, financial materiality means that a topic is considered material from a financial

perspective if it has, or is likely to have, a financial impact for the Group, i.e. when it presents

financial risks or opportunities.

The evaluation was carried out in three stages:

1. Perception of context and scope. The scope of the assessment was determined and agreed

considering the main activities of the company, value chain and stakeholders.

a. Scope of the assessment: value chain and stakeholder maps have been created.

b. Time perspectives have been applied. Since the assessment of the materiality of the

enterprise must be carried out in the short, medium, and long term, the following

periods have been defined:

i. Short-term: 1 year (reporting period, up to one year).

ii. Medium term: end of short term to 5 years.

iii. Long-term: More than 5 years.

2. Compilation of a list of potentially material sustainability topics. ESRS 1 Annex A provides a

list of sustainability topics that must be considered in the company’s materiality assessment.

During this analysis, sector-specific expert pre-evaluation was used to determine whether

each topic from the list is significant for the company. The significance of each topic was

assessed based on the company’s responses to the pre-assessment questionnaire, publicly

available information, scientific articles, experts’ consensus, and industry-related research.

The value chain perspective was also considered—ESRS does not require detailed information

on every participant in the value chain, but it is crucial to include essential information.

When evaluating significant impacts, risks, and opportunities (IROs), attention was given to

relationships that may be associated with significant IROs. For example, for relations with:

a. participants who are involved in high-impact zones, i.e. the actual or potential

effects are likely to occur, or

b. participants on whom the business model of the enterprise is highly dependent in

relation to goods and services.

3. Assessment of materiality. The aim of this phase was to identify the impact and financial

significance of potentially significant topics selected in the second step and to identify actual

and potential sustainability impacts, risks, and opportunities (IROs).

Impact materiality assessment was conducted considering the severity and likelihood of actual

and potential impacts across the value chain.

Severity

Severity of the impacts were assessed based on three parameters:

• Scale to determine how grave or beneficial the negative or positive impact respectively is for

people or the environment.

• Scope to determine how widespread the positive or negative impacts are.

• Irremediability to determine whether and to what extent the negative impacts could be

remediated. Irremediability was not considered for positive impacts.

Likelihood

The likelihood of an impact materialising was assessed considering short-, medium and long-term

perspectives, as described earlier. In the case of actual impacts the likelihood was not considered.

Also, the likelihood was not considered in case of any kind – actual or potential -impacts on human

rights. In this case, the materiality was determined only by the severity of the impact.

Disclosures on the materiality assessment process

IRO-1

(+E1.IRO-1, E2.IRO-1,

E3. IRO-1, E5.IRO-1,

G1.IRO-1)

115

GENERAL DISCLOSURES

Sustainability Statement 2024

Impact materiality categories

Based on the sum of the severity and likelihood scoring, the actual and potential impacts were

divided into four categories:

• Informative

• Material

• Significant

• Critical

Impact materiality assessment approaches and sources

Applied approaches Used resources

• Value chain as the ‘hot spot’: Since the

company is a retailer and does not have

production itself, most of the environmental

impact was associated with its value chain.

These hot spots were identified in the pre-

assessment and the scores were allocated

based on the potential impact that concern

this hot spot.

• Conservative approach: The severity

parameters were assessed by applying

a conservative approach, i.e. considering

the potential non-compliance or most

significant impact that can happen. Not

all the company’s suppliers have publicly

disclosed sustainability information.

Therefore, known impacts associated with

fashion or clothing industry was attributed

to the company’s value chain.

• Likelihood: For the likelihood assessment,

the company’s own policies and mitigation

measures to address impacts of the

environmental topics were considered. In

case there were no established policies

or disclosed measures, the likelihood was

scored 0 (present state condition)

Severity and likelihood parameters were

assessed based on various information and

sources, including:

• Apranga Group sustainability reports and

existing policies.

• Geographical location of the main suppliers

and industry clusters.

• Annual reports and material topics of

suppliers, where applicable (i.e. “Inditex”.

• Disclosed information by industry

stakeholders on environmental impacts

(e.g. CDP, Global Fashion Agenda, SASB,

ENCORE, MSCi sectoral analysis, EURATEX

documentation and statistics, IAF

resources).

• STTI White Paper on the Definition and

Application of Commercial Compliance and

other resources.

• Research and reviews of international

organisations on environmental impacts

(e.g. UNEP, European Environment Agency,

McKinsey, Ellen McArthur Foundation), such

as:

• “Remake Fashion Accountability Report

2024”,

• “The intersections of environmental and

social impacts of the garment industry

(August 2022)”,

• “Fair Wear Fair Working Hours Guide”

• “The circular economy: a ‘triple play’

solution for achieving China’s climate

objectives” report,

• “Unlocking the potential of a nature-

positive, circular economy for Europe”,

• “An innovation pathway to decarbonization:

circular economy solutions for policymakers

and industry”

• “Patagonia Annual Benefit Corporation

Report”

Environmental impacts:

116

GENERAL DISCLOSURES

Sustainability Statement 2024

Applied approaches

Used resources

• Sector’s specifics “hot spots” – Apranga

Group business and governance

model largely depends on the sector

specifics and relations in the value chain.

Therefore, sectoral benchmark and

governance practice across the value

chain was evaluated (e.g. supplier policies,

commitments and governance practice of

the largest suppliers).

• National laws and business environment

– although Apranga Group activity

depends on the broad value chain,

operational process is specific to the Baltic

region. Group’s activity was evaluated

in the perspective of the local business

environment, as well as the national

and applicable European policies and

requirements.

• Group’s engagements – “current state”

of the company was based on provided

policies, national engagements and

participation in business associations.

• Conservative approach: The severity

parameters were assessed by applying a

conservative approach, i.e. considering

the potential non-compliance or most

significant impact that can happen. In

case some sub-sub-topics could have

been associated with both negative and

positive impacts (e.g. working time/work-

life balance) depending on the sub-group

of the stakeholder, only the negative impact

was assessed.

• Impact area ‘hot spots’: In the pre-

assessment, the hot spot of a specific (sub-)

sub-topic was identified and the scores

were allocated based on the potential

impact that concern this hot spot (e.g.

some value chain employee topics focused

on raw material production, some more

specifically on the garment production)

• Value chain impact likelihood: For the

likelihood assessment, the company’s

own policies and mitigation measures

to address impacts on the value chain

employees were considered. In case there

were no established policies or disclosed

measures, the likelihood was scored 0

(present state condition).

Severity and likelihood parameters were

assessed based on various information and

sources, including:

• Apranga Group sustainability reports.

• Existing policies and governance structure,

including Apranga Group Code of Conduct.

• Apranga Group Sustainability Policy.

• Activities of Lithuanian Trade Enterprises

Association.

• Annual reports and material topics of

suppliers, where applicable.

• The Law on the Protection of Whistle-

blowers of the Republic of Lithuania under

the EU Whistleblowing Directive.

• The assessment was also informed

by previous and current stakeholder

engagement.

Severity and likelihood parameters were

assessed based on various information and

sources, including:

• Apranga Group sustainability reports and

existing policies.

• Annual reports and material topics of

suppliers, where applicable

• Industry ratings and materiality maps (e.g.

SASB, MSCI).

• Research and reviews of international

organisations on social and human rights

impacts of the garment and retail industry

(e.g. UN, EU, ILO).

• Disclosed information by industry

stakeholders on social and human rights

impacts, including Business & Human

Rights Resource Centre – Apparel Company

Dashboards; Corporate Human Rights

Benchmark; Fashion Checker; Clean

Clothes Campaign; Collective Fashion

System.

• The assessment was also informed

by previous and current stakeholder

engagement

Governance impacts:

Social impacts:

As a clothing retailer, Group sells products made of natural, synthetic or mixed materials derived

from land use, with impacts primarily stemming within its value chain. Suppliers source products

globally, and land use practices critically determine the resilience of these locations to adverse

climate effects. Given the extensive scale of the value chain and the numerous stakeholders

involved, large-scale changes in land management practices are essential. Climate change

adaptation has been identified as having a significant negative impact due to intensive agricultural

practices upstream in the value chain. This impact extends beyond local areas, potentially affecting

several countries within the region. While measures for sustainable land management exist,

their application varies significantly across different regions. This inconsistency is often due to a

On climate change adaptation

117

GENERAL DISCLOSURES

Sustainability Statement 2024

lack of capacity and infrastructure to support land managers in implementing new techniques.

Consequently, this effort is costly and requires the collaboration of multiple stakeholders.

Financial materiality assessment was conducted considering the magnitude of financial effects

and likelihood of occurrence of risks and opportunities across the value chain in the short-,

medium- and long-term perspective. Internal stakeholders of the company took the leading role

in assessing and identifying sustainability-related risks and opportunities.

Sustainability-related risks and opportunities can arise from sustainability impacts that the

company is causing and/or dependencies on resources (including relationships).

To assess actual or potential risks and opportunities, two parameters were assessed:

1. Effects on relationships were assessed to determine whether and how likely a company will

be able to rely on the relationships needed on the same terms or are they possibly changing

due to sustainability related factors.

2. Continuous use of resources was assessed by considering different aspects affecting

resource availability, including changes on the market (supply, demand, pricing), technological

changes, policy/regulatory constraints etc.

Both aspects were evaluated on a qualitative scale that determines the magnitude and likelihood

of the risk/opportunity. Additionally, two types of quantitative values were assigned to the

assessment scores: a) percentage of revenue and b) percentage of EBT. We have not yet assessed

if there are risks of material adjustment within next annual reporting period to carrying amounts

of assets and liabilities reported in related financial statements.

Financial materiality categories

• No risk

• Informative

• Important

• Significant

• Critical

Identification of material topics

The topics were considered material if:

• An impact or financial assessment result is Critical.

• Both impact and financial assessment results are Significant.

• Additional topics that are recognized as relevant to the Group’s business strategy (such as

Own workforce and Governance).

Financial materiality assessment approaches and sources

Stakeholder involvement

The assessment of both impact and financial materiality was carried out with the participation

of stakeholders. Stakeholder engagement approaches (i.e., different levels of engagement) have

been developed according to the "AA1000 Stakeholder Engagement Standard".

ESRS identifies two types of stakeholders who are relevant to the impact and financial materiality

assessment: affected stakeholders and users of sustainability information. Some, but not all,

interested parties may belong to both groups.

At the different stages of Apranga Group value chain, significant stakeholders were identified at

the stage of perception of context and scope. The preliminary assessment of materiality and the

launch of the main impact and financial materiality assessment highlighted on which topics (sub-

topics and sub-sub-topics) and which stakeholders' involvement is necessary. Based on this logic,

a revised plan for their inclusion was drawn up.

Point of view of stakeholders was checked in two ways:

a. Face-to-face engagement – at this stage, face-to-face interviews and focus groups

with stakeholder groups were organised. The sample and representative persons of the

groups were identified by the responsible persons of Apranga Group (e.g. employees were

recommended by the representatives of the human resources division of the company,

representatives of financial institutions – by the head of finance). This method was selected

where a more detailed opinion was needed, overlapping through several ESRS topics and

sub-topics, and when there is insufficient publicly available data of quality. This method of

118

GENERAL DISCLOSURES

Sustainability Statement 2024

inclusion provided more detailed information than questionnaires.

b. Analysis of documents and available sources – at this stage, documents indicating actions

and obligations to certain stakeholders were analysed, e.g. sustainability reports, supplier

policies, results of questionnaires conducted. This method was chosen to understand their

opinions and expectations on a company-wide scale or when individual answers were not

available or relevant.

Different approaches to the involvement of stakeholders were used considering:

• Whether the relationship with the interested party is linked to a zone of great impact or to the

greatest dependence. This was assessed during the preliminary assessment and the main

assessment.

• The quality of information on the point of view of the stakeholder group.

The following stakeholders were involved in the double materiality analysis (as well as the method

of their involvement):

• Shareholders (interviews)

• Regulators (interviews)

• Banks (interviews and analysis)

• Environment (analysis)

• Media (interviews and analysis)

• Employees (interviews and analysis)

• Business partners (analysis)

• Value chain employees (analysis)

• Consumers (analysis)

Stakeholder views were used to validate, contradict or deny the initial assessment hypothesis.

If stakeholder inputs suggested additional information, it was re-assessed with other related

stakeholders and experts to avoid biased views (i.e. Employee inputs were double-checked with

HR representatives and other employees).

Sustainability Statement 2024

Environment

120

ENVIRONMENT

Sustainability Statement 2024

The EU Taxonomy Regulation (EU) 2020/852 is a classification system that establishes criteria

for identifying environmentally sustainable economic activities. It aims to direct capital towards

investments that support the European Green Deal and the EU’s transition to a climate-neutral

and resilient economy.

To be classified as an environmentally sustainable activity under the EU Taxonomy, an economic

activity must first be taxonomy-eligible, meaning it falls within the scope of the activities defined

by the Taxonomy regulation. For an activity to be taxonomy-aligned, and thereby environmentally

sustainable, it must meet technical screening criteria, contribute substantially to at least one of

the six environmental objectives, and comply with the Do No Significant Harm (DNSH) principle

while also adhering to minimum safeguards.

The Taxonomy regulation has been expanded on through Delegated Acts that specify the list of

eligible activities, relevant technical screening criteria and DNSH requirements as well as reporting

obligations.

APRANGA GROUP

TAXONOMY REPORT

As a first step of Taxonomy assessment process, Apranga Group conducted eligibility screening to

determine which of our business activities fall into the scope of the Taxonomy regulation.

To ensure consistency and alignment with market practices and recommendations, Apranga Group

has established a materiality threshold. This approach allows for a practical and proportionate

assessment of eligibility, ensuring that only activities with a meaningful financial impact are

reported under the EU Taxonomy framework.

The Group’s core business activities remain outside the scope of the EU Taxonomy. The delegated

acts do not define either Apranga’s primary or secondary economic activities as taxonomy-

eligible. As a result, Group do not generate any revenue from taxonomy-eligible activities, and

no further analysis is required for this reporting period (see financial statements, page 4).

In 2023, the Group identified certain long-term asset additions as potentially taxonomy-eligible,

including:

1. 7.3. Installation, maintenance, and repair of energy efficiency equipment ;

2. 7.6. Installation, maintenance, and repair of renewable energy technologies;

3. 6.5. Transport by motorbikes, passenger cars, and light commercial vehicles.

Following a detailed reassessment in 2024, the eligibility of these categories was re-evaluated

according to the following arguments:

• Energy efficiency and renewable energy investments were minimal in 2024 and therefore

were not considered as taxonomy-eligible. As a result, these investments are not reported

this year.

• Vehicle acquisitions previously identified as taxonomy-eligible were re-assessed to not meet

the required criteria. The assessment determined that the purchased vehicles were not used

for income-generating commercial activity, making them non-eligible under the Taxonomy

framework (see financial statements, page 4). There were no such acquisitions in 2024 and

the category was not assessed.

Assessment Process and Results

Threshold Setting

Revenue

Capital Expenditures (CapEx)

121

ENVIRONMENT

Sustainability Statement 2024

In 2024, the Group reassessed its taxonomy-eligible OpEx and confirmed that expenses related to

previously identified activities, such as vehicle repairs and air-conditioning maintenance, remained

below 1% of total OpEx. As a result, the taxonomy-eligible OpEx is reported as 0%.

Following 2024 Taxonomy assessment, we confirm that none of the Group’s economic activities

or investments (see financial statements, page 4) meet the eligibility criteria outlined in the

delegated acts. Compared to the previous reporting period, a detailed reassessment was

conducted, leading to the conclusion that certain investments previously classified as taxonomy-

eligible do not fully meet the eligibility criteria under the latest regulatory interpretation.

The key reasons for this revision include:

• Careful review of Apranga Group’s activity and scope of the investments, focusing on potential

areas where Group could do have eligible activities and substantial contribution in the future.

• Alignment with best practices in sustainability reporting, ensuring accuracy and compliance

with ESRS environmental disclosure requirements.

The Group will continue monitoring potential eligibility in future reporting periods.

Since none of the Group's current activities meet the eligibility criteria, the financial indicators

related to taxonomy-aligned revenue, capital expenditures (CapEx), and operating expenditures

(OpEx) are reported as 0% for the reporting period.

Operational Expenditures (OpEx)

Conclusions and future plans

122

Sustainability Statement 2024

ENVIRONMENT

EU TAXONOMY REPORT

Economic Activities

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Of which enabling

Of which transitional

Turnover of environmentally

sustainable activities

(Taxonomy aligned) (A.1)

A.2 Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

Turnover of Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

A. Turnover of Taxonomy-eligible

activities (A.1 + A.2)

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy-non-

eligible activities

Total (A + B)

Revenue from main operations (mln EUR): 293

*2023 activities were re-assessed as non-eligible, therefore data is incomparable.

NACE code

(mln. Eur) % % % %

% % % Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Percentage E T

Absolute

turnover

Proportion

of turnover

Climate change

adaptation

Climate change

adaptation

Pollution

Climate change

mitigation

Climate change

mitigation

Water and

marine resources

Water and

marine resources

Circular economy

Biodiversity

and ecosystems

Biodiversity

and ecosystems

Minimum

safeguards

Category

(enabling activity)

Category

(transitional activity)

Proportion

of Taxonomy-

aligned or

-eligible

turnover,

year 2023*

Substantial contributions

Do no significant harm (Y/N)

Percentage share of revenue generated from products or services related to

taxonomy-aligned economic activity. Information disclosed for the year 2024.

A. TAXONOMY-ELIGIBLE ACTIVITIES %

0,00

0,000,00

0,00

0,00 0,00

100,00

100,00293,00

293,00 100,00 100,00

100,00

0,00

0,000,00

123

Sustainability Statement 2024

ENVIRONMENT

Economic Activities

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Of which enabling

Of which transitional

CapEx of environmentally

sustainable activities

(Taxonomy aligned) (A.1)

A.2 Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

CapEx of Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

A. CapEx of Taxonomy-eligible

activities (A.1 + A.2)

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-non-eligible

activities

Total (A + B)

CapEx (mln EUR): 25,43

NACE code

(mln. Eur) % % % %

% % % Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Percentage E T

Absolute

CapEx

Proportion

of CapEx

Climate change

adaptation

Climate change

adaptation

Pollution

Climate change

mitigation

Climate change

mitigation

Water and

marine resources

Water and

marine resources

Circular economy

Biodiversity

and ecosystems

Biodiversity

and ecosystems

Minimum

safeguards

Category

(enabling activity)

Category

(transitional activity)

Proportion

of Taxonomy-

aligned or

-eligible

CapEx, year

2023*

Substantial contributions

Do no significant harm (Y/N)

Percentage share of capital expenditures related to products or services associated

with taxonomy-aligned economic activity. Information disclosed for the year 2024.

A. TAXONOMY-ELIGIBLE ACTIVITIES %

0,00

0,000,00

0,00

0,00 0,00

100,00

100,0025,43

25,43 100,00 100,00

100,00

0,00

0,000,00

*2023 activities were re-assessed as non-eligible, therefore data is incomparable.

124

Sustainability Statement 2024

ENVIRONMENT

Economic Activities

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Of which enabling

Of which transitional

OpEx of environmentally

sustainable activities

(Taxonomy aligned) (A.1)

A.2 Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

OpEx of Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

A. OpEx of Taxonomy-eligible

activities (A.1 + A.2)

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-non-eligible

activities

Total (A + B)

OpEx (mln EUR): 111,20

NACE code

(mln. Eur) % % % %

% % % Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Percentage E T

Absolute

OpEx

Proportion

of OpEx

Climate change

adaptation

Climate change

adaptation

Pollution

Climate change

mitigation

Climate change

mitigation

Water and

marine resources

Water and

marine resources

Circular economy

Biodiversity

and ecosystems

Biodiversity

and ecosystems

Minimum

safeguards

Category

(enabling activity)

Category

(transitional activity)

Proportion

of Taxonomy-

aligned or

-eligible

OpEx, year

2023*

Substantial contributions

Do no significant harm (Y/N)

Percentage share of operating expenses related to products or services associated

with taxonomy-aligned economic activity. Information disclosed for the year 2024.

A. TAXONOMY-ELIGIBLE ACTIVITIES %

0,00

0,000,00

0,00

0,00 0,00

100,00

100,00111,20

111,20 100,00 100,00

100,00

0,00

0,000,00

*2023 activities were re-assessed as non-eligible, therefore data is incomparable.

125

ENVIRONMENT

Sustainability Statement 2024

Climate change is a critical issue that affects everyone, impacting ecosystems, economies,

and communities worldwide. For the textile and clothing industry, which directly supports

the successful clothing retail business of Apranga Group, these challenges are particularly

pronounced. The industry is energy and resource intensive, contributing to the increase in global

emissions, which also determines the overall sector's impact on climate change. The greatest

GHG emissions stem from the value chain—primarily from the purchase of products, including

their manufacturing processes. These emissions account for the majority of Apranga Group's

impact. Other direct operations, such as e-commerce, transportation, and warehousing, also

contribute to GHG emissions through fuel and energy consumption, further affecting Apranga

Group's environmental footprint. The limited availability of greenhouse gas-reducing technologies

can drive up costs, while the financial sector's preference for climate-friendly companies presents

both risks and opportunities. Additionally, tighter environmental regulations and fluctuating

energy prices can increase operating expenses. Understanding these factors is crucial not only

for promoting a more sustainable future, but also to ensure a stable business. In this chapter,

we will disclose metrics and mitigation measures related to these risks and impacts. Also, we

are in the process of developing a supplier policy that will address some environmental topics,

particularly in relation to our tier 1 suppliers. Together with the policy we will implement a supplier

questionnaire to gather information on our suppliers' environmental practices, including water

pollution, microplastics, water consumption and other.

During our double materiality analysis, we identified climate-related risks that are critical to our

business (during DMA only transition risks were identified). However, we have not yet conducted

a resilience analysis, which requires a scenario-based climate risk evaluation. As a result, we

are currently unable to provide details on the financial effects of physical and transition risks or

potential climate-related opportunities. We plan to define the scope of this analysis to understand

how climate change could impact our business. Given our current development stage, we aim to

begin this analysis within the next two years. Once complete, we will share the results in a future

report.

CLIMATE CHANGE

Climate risk and resilience

E1 SBM-3

Climate change risk as

identified in DMA

Involvement

type & regularity

The limited availability of GHG-reducing technologies in

the value chain may require costly investments, potentially

driving up product prices and posing a financial risk to the

company.

The financial sector is more likely to invest in climate-

friendly industries or companies, presenting both a risk

and an opportunity for the company, depending on its own

environmental practices.

Tighter environmental regulations on energy consumption

and variations in energy prices could lead to higher

operating expenses.

High energy prices can push suppliers out of the market

and reduce market share. However, investing in energy-

efficient technologies can provide long-term financial

benefits.

While investing in non-fossil fuel transportation solutions

or self-generated energy can be expensive, it offers

significant long-term financial benefits.

Transition risk

126

ENVIRONMENT

Sustainability Statement 2024

While we have not yet defined specific actions or targets, we have acted by calculating our

greenhouse gas emissions for Scope 1, Scope 2, and Scope 3. This data provides an important

baseline for understanding our current carbon footprint and identifying key areas for improvement.

However, we currently do not have policies in place as required to manage our material impacts,

risks, and opportunities related to climate change mitigation. This means we have not yet

established formal guidelines or strategies to systematically identify, assess, manage, and

remediate the effects of climate change on our operations. The company has not adopted any

environment-related policies as it currently lacks a defined strategy, clear goals, or targets in

this area. Developing these policies will be crucial for effectively addressing our environmental

responsibilities and aligning with regulatory expectations.

Over the next year, we are committed to developing a climate change mitigation strategy. This

strategy will leverage our emissions data to:

• Identify key actions: pinpoint areas where we can achieve the most significant reductions in

our carbon footprint.

• Allocate resources: ensure that we have the necessary resources to implement these actions

effectively.

• Set measurable targets: establish specific, measurable targets based on our emissions data

to track our progress and ensure accountability.

Together with this strategy and target setting, developing an environmental policy will also be

one of our key actions. We will provide detailed information on these initiatives in our next annual

report.

Policy, actions and targets

E1-3

E1-4

E1-2

Disclosure on Transition Plan

Corporate Sustainability Reporting Directive (CSRD) requires companies to disclose a transition

plan which is expected to detail how we will adjust our strategy and business model to align with

the transition to a sustainable economy, limit global warming to 1.5°C in accordance with the Paris

Agreement, and achieve climate neutrality by 2050 as per Regulation (EU) 2021/1119 (European

Climate Law).

Currently, Apranga Group does not have a formal transition plan in place. We recognize the

importance of developing such a plan to ensure our operations are compatible with the global

objectives of climate change mitigation and sustainability. We are in the process of evaluating our

current practices and exploring strategic adjustments that will enable us to meet these critical

environmental goals. In medium term (until 2030) we plan to have transition plan in place.

Meanwhile, we plan to:

• Conduct a comprehensive assessment of our carbon footprint and identify key areas for

improvement.

• Continuously engage with stakeholders to better understand their expectations and

incorporate their feedback into our sustainability strategy.

• Set interim targets and milestones to track our progress towards developing a robust

transition plan.

As we do not currently have a specific transition plan, so there is no direct impact on our own

workforce in terms of transition or job losses resulting from the implementation of such a plan.

We understand the urgency of addressing climate change and are dedicated to taking the

necessary steps to develop a comprehensive transition plan in the coming years. We will provide

updates on our progress in future reports.

E1-1

(+ S1.SBM-3)

127

ENVIRONMENT

Sustainability Statement 2024

As part of our commitment to sustainability, we are taking steps to ensure that our operations and

those of our partners align with our environmental ambitions. A key initiative involves encouraging

our partners to purchase green energy for use in leased facilities (majority of premises in Group

operations are leased). We track the proportion of electricity sourced from renewable energy and

monitor the adherence of our partners to this policy. By doing so, we aim to foster a culture of

sustainability and reduce our overall carbon footprint. In addition, Apranga Group has installed a

solar power plant on the roof of its administration and logistics centre in Vilnius, further enhancing

our commitment to renewable energy and sustainability. As Apranga Group is classified under

NACE Code 4771, which covers the retail sale of clothing and is considered a high climate impact

sector, these efforts are especially important. This section provides detailed insights into our

energy metrics and the measures we have implemented to promote green energy usage. The

data is sourced directly from our own premises, shopping center managers, and fuel purchase

invoices.

Energy

E1-5

Energy consumption and mix Total

Fuel consumption from crude oil and petroleum products

Fuel consumption from coal and coal products

1722,06

1004,69

1785,01

275,99

4787,75

81,25

0,39

1 010,52

4,91

23,28

282,39

1,37

13798,22

2024

[MWh]

[%]

[MWh]

[%]

[MWh]

Lithuania

1633,06

173,84

811,79

38,88

2657,56

20,95

55,53

0,44

9369,10

Latvia

51,67

712,14

764,77

77,03

1605,60

1 010,52

18,39

29,23

198,36

3,61

2679,08

Estonia

37, 34

118,71

208,46

160,08

524,59

81,25

3,40

21,98

28,50

1,19

1750,04

Fuel consumption from natural gas

Fuel consumption from other fossil sources

Total fossil energy consumption (MWh)

Total non-fossil non-renewable* energy consumption

Share of non-fossil non-renewable* energy

consumption

Consumption of purchased or acquired electricity, heat,

steam, and cooling (fuel sources unknown)

Share of unknown fuel sources in total energy

consumption

Share of fossil sources in total energy consumption

Consumption from nuclear sources

Share of consumption from nuclear sources in total

energy consumption

Fuel consumption for renewable sources, including

biomass (also comprising industrial and municipal waste of

biologic origin, biogas, renewable hydrogen, etc.)

Total renewable energy consumption (MWh)

(calculated as the sum of lines 8 to 10)

14405,12

70,04

20567,03

[MWh]

9973,92

78,62

12687,01

2679,08

48,77

5493,56

1752,11

73,42

2386,46

Share of renewable sources in total

energy consumption

Total energy consumption

[MWh] 604,82 - - 604,82

The consumption of self-generated non-fuel

renewable energy

2,07[%] - - 2,07

Consumption of purchased or acquired electricity, heat,

steam, and cooling from renewable sourcesw

128

ENVIRONMENT

Sustainability Statement 2024

Energy intensity per net revenue 2024

The energy intensity is calculated as the total energy consumption divided by the revenue in EUR million.

293 MEUR

20567,03 MWh

70,19 MWh/MEUR

Net revenue*

Total energy consumption

Energy intensity per net revenue

Total energy refers to all energy consumed by Apranga Group across Scope 1 and 2 activities,

including fuels, electricity, and district heating. This total energy consumption is categorized

into fossil and renewable sources. Non-renewable energy sources include direct and estimated

consumption of electricity, district heating, diesel, and petrol. Renewable energy sources

encompass solar power and other sustainable alternatives. Energy consumption is initially

recorded in various units (e.g., liters, kWh) and later converted into megawatt hours (MWh) for

consolidation. National inventory reports (2024) and residual mixes published by the Association

of Issuing Bodies (AIB) (2024) are used in the calculations.

To ensure accurate reporting, additional energy categories have been introduced:

• Non-fossil non-renewable energy consumption – This category accounts for energy sources

such as peat and waste heat used for heating, which do not fall under provided fossil or

renewable classifications.

• Consumption of purchased or acquired electricity, heat, steam, and cooling (fuel sources

unknown) – This category has been added specifically for Latvia, where the exact fuel mix of

purchased heat is not available.

Methodology and accounting policies

Energy intensity based on net revenue

* Apranga Group

is classified under

NACE Code 4771,

which pertains to the

retail sale of clothing.

Since this sector is

considered to have a

high climate impact,

we disclose only the

total net revenue. See

financial statement

page 4.

129

ENVIRONMENT

Sustainability Statement 2024

In our GHG disclosures, we have not provided comparative data from the previous year due to

changes in our calculation methods, including updates to emission factors, which render the data

non-comparable. As a result, 2024 will be counted as the baseline year for our GHG calculations.

Additionally, as we will be reviewing our strategy in 2025, we will set our goals and targets

accordingly. These will be presented in future annual reports, ensuring that our progress and

commitments are transparently communicated.

Currently, the company does not implement internal carbon pricing schemes within its

sustainability management framework.

Emissions

E1-6

Operational control

Scope 1 GHG emissions

Scope 2 GHG emissions

Significant scope 3 GHG emissions

Total Gross indirect (Scope 3) GHG emissions (tCO2eq)

Gross Scope 1 GHG emissions (tCO2eq)

1 Purchased goods and services

2 Capital goods

4 Upstream transportation and distribution

5 Waste generated in operations

6 Business travel

7 Employee commuting

8 Upstream leased assets (omitted)

9 Downstream transportations

10 Processing of sold products (omitted)

11 Use of sold products

12 End-of-life treatment of sold products

13 Downstream leased assets (omitted)

14 Franchises (omitted)

15 Investments

Total GHG emissions (location-based) (tCO2eq)

Total GHG emissions (market-based) (tCO2eq)

Total GHG emissions

3 Fuel and energy-related activities

(not included in Scope1 or Scope 2)

Percentage of Scope 1 GHG emissions from regulated

emission trading schemes (%)

Gross location-based Scope 2 GHG emissions (tCO2eq)

Gross market-based Scope 2 GHG emissions (tCO2eq)

2024

% of Total

(market-based)

397,78

0,00

2 901,85

554,52

308,32

78,31

225 377,87

221 216,23

5,75

0,00

2 192,10

1 181,80

173 442,60

4 632,76

124,66

5 958,11

9,77

247,20

1 147,50

9 082,79

16 814,84

6 731,19

Lithuania Latvia Estonia

4,20

0,00

1 150,43

346,42

142,13

5,58

Total

407,73

0,00

6 244,38

2 082,74

218 725,76

0,242

0,0

0,14

0,0

0,1

0,0

173 442,60

4 632,76

575,11

5 958,11

93,66

247,20

1 147,50

9 082,79

16 814,84

6 731,19

0,18

0,00

2,77

Note: The impact

of cooling has been

included in the

calculation of electricity

consumption.

Category

calculated

using

primary

data (%)

of Total

(market

based)

Scope 3

calculated

using

primary

data (%)

0,94

98,87

0,245

78,40

2,09

0,26

2,69

0,04

0,11

0,52

4,11

7,60

3,04

130

ENVIRONMENT

Sustainability Statement 2024

GHG intensity per net revenue

Total GHG emissions (location-based)

per net revenue (tCO2eq/Monetary unit)

Net revenue*

Total GHG emissions (market-based)

per net revenue (tCO2eq/Monetary unit)

2024

769,21 tCO₂-eq/MEUR

293 MEUR

755,00 tCO₂-eq/MEUR

GHG intensity is calculated as the total GHG emissions divided by the revenue in EUR million.

All emissions are accounted in accordance with the methodology set out in the Greenhouse Gas (GHG)

Protocol Corporate Standard.

Scope 1 and 2 emissions are reported at the country level for Lithuania, Latvia, and Estonia. Scope 3 emissions

are disclosed at a consolidated Group level, as business operations and impacts across these countries

are similar. Separating emissions by country would not provide additional insights, particularly given the

complexity of allocation—e.g., centralized ordering and warehousing.

Direct Scope 1 emissions include all direct emissions from Apranga Group owned or controlled sources,

covering fuel combustion and fugitive emissions from purchased refrigerants. Fuel volumes are multiplied by

the latest available emission factors from the 2024 National Inventory Reports (NIR) of Lithuania, Latvia, and

Estonia. Refrigerant leakage volumes are multiplied by emission factors from the Intergovernmental Panel

on Climate Change (IPCC AR6).

Scope 2 GHG emissions include indirect emissions from the acquired electricity and heating consumed by

Apranga Group (downstream). Scope 2 emissions are calculated using both location-based and marketbased

approaches. Scope 2 GHG emissions amount to 2 082,74 tCO2e. Out of this, 0.73% - 15.13 tCO2e is

attributed to renewable electricity. Since the origin of the renewable electricity was unknown, a conservative

approach was taken by assuming it was sourced from biomass, incorporating potential biogenic CO₂

emissions.

Apranga Group operates in both owned and leased premises, with the majority of its spaces leased from

shopping centers or other real estate owners. In owned premises, electricity is exclusively purchased from

renewable sources through direct contracts with electricity suppliers, using Renewable Energy Certificates

(RECs). In leased spaces, green electricity is also purchased whenever possible. As a result, renewable energy

—both purchased and locally produced—accounts for 80.28% of the group’s total electricity consumption.

For Scope 1 and 2 calculations the external Greenspect tool (https://sustinere.eu/climate-impact/) was used.

The model of Greenspect is validated by Bureau Veritas. For the calculations, the most recent available

emission factors, were selected, sourced from reports published in 2024, with the exception of the emission

factors for heating in Tartu and Tallinn, which are based on 2023 data. These factors, including location-

specific ones, were chosen to ensure accuracy and relevance.

For electricity, emission factors for each country are sourced from the Association of Issuing Bodies (AIB, 2024),

European Residual Mixes 2023. For the market-based approach, when certificates of origin for renewable

energy are unavailable, we assumed biomass as the energy source. This assumption ensures that potential

biogenic emissions are included in the calculations. The emission factor is derived from the academic paper

Giuntoli J, Agostini A, Edwards R, Marelli L, Solid and gaseous bioenergy pathways: input values and GHG

emissions and is calculated according to the methodology set in COM(2016) 767, EUR 27215 EN.

On-site production emission factors are derived from Bastos, J., Monforti-Ferrario, F., & Melica, G. (2024).

Covenant of Mayors for Climate and Energy: Greenhouse gas emission factors for local emission inventories.

Publications Office of the European Union.

For heating emissions, supplier-specific emission factors are used for Estonia, while country-average district

heating emission factors are used for Latvia and Lithuania. Specifically, Estonia's emissions are calculated

using heat indicators from Gren and Utilitas, obtained from their respective websites or through direct

contact. Lithuania's emissions data is sourced from The National Energy Regulatory Council's Heat sector

overview for 2023. Latvia's emissions data is derived from the Republic of Latvia Cabinet Regulations No. 42,

Calculation methodology of greenhouse gas emissions.

Apranga Group obtains heating either through direct purchases or by paying for consumption under

agreements with landlords of rented spaces.

GHG Intensity based on net revenue

GHG methodology and accounting policies

Scopes 1 and 2

* Apranga Group

is classified under

NACE Code 4771,

which pertains to the

retail sale of clothing.

Since this sector is

considered to have a

high climate impact,

we disclose only the

total net revenue. See

financial statement

page 4.

131

ENVIRONMENT

Sustainability Statement 2024

Scope 3 includes and accounts for other indirect emissions within Apranga Group’s value chain that are not

covered elsewhere. The reporting of indirect Scope 3 emissions is based on the GHG Corporate Value Chain

(Scope 3) Standard, which divides the Scope 3 inventory into 15 categories (C1–C15).

For Apranga Group, 10 out of these 15 categories are relevant based on screening criteria, including factors

such as size, spending, revenue analysis, and other considerations: Category 1 (purchased goods and

services), Category 2 (capital goods), Category 3 (fuels and energy-related emissions), Category 4 (upstream

transportation and distribution), Category 5 (waste generated in operations), Category 6 (business travel),

Category 7 (employee commuting), Category 9 (downstream transportation and distribution), Category 11

(use of sold products), and Category 12 (end-of-life treatment of sold products).

Apranga Group does not report Scope 3 emissions for Categories 8 (upstream leased assets), 10 (processing

of sold products), 13 (downstream leased assets), 14 (franchises), or 15 (investments). Emissions categories

excluded from reporting are also detailed, with justifications for their exclusion.

Scope 3 emissions are calculated using a combination of methods, prioritizing actual data whenever possible.

Where available, supplier-specific data, product lifecycle assessments (LCAs), and scientific papers are used

for the most accurate calculations. However, when the quality of activity data is insufficient, a spend-based

methodology is employed. For spend-based approach EXIOBASE database and relevant emission factors are

used.

The quality of Scope 3 emissions data in GHG calculations improves with the use of more specific methods,

while less specific methods tend to result in lower-quality data. Activity-based assessment indicates the use

of primary data when based on direct measurements or supplier-specific data, whereas spend-based and

average-data methods rely on secondary data, such as industry averages or financial data converted into

emissions estimates. A detailed overview of the calculation methods used is provided in the table below.

Scope 3 GHG emissions

Scope 3

category

Calculation

method

Assessment

of relevance

Description of

underlying data

Upstream GHG emissions from purchased

products, such as retail fashion goods,

are estimated by multiplying the quantity

of products purchased (number of units)

by appropriate manufacturing-phase

emission factors. These emission factors

are sourced from the ADEME (Agence de

la Transition Écologique) database and

scientific literature on product lifecycle

assessments (LCA).

Where activity-based data is unavailable,

a spend-based approach is used. In

these cases, spending on the products

is multiplied by corresponding emission

factors from the EXIOBASE database.

Upstream GHG emissions from

capital expenditures are calculated by

multiplying categorized spending on

items/services such as trade equipment,

repairs, buildings, and other capital goods

by the relevant emission factors from the

EXIOBASE database.

For electricity, only grid loss-related

emissions are calculated for each country,

as fuel mix data necessary for well-to-

tank emissions calculations is unavailable.

For heating, a more comprehensive

approach was possible for Estonia, where

both grid loss and well-to-tank emissions

were calculated using supplier-specific

data. However, for Lithuania and Latvia,

only grid loss emissions were calculated

for heating, based on information from

various available reports, including the

CEER Report on Power Losses, data from

Litgrid's 2023 National Electricity Demand

and Generation report, AS Rīgas Siltums'

'Vidēja termiņa darbības stratēģija 2024-

2030', and data gathered from VERT.

The category is

considered relevant.

The category is

considered relevant.

The category is

considered relevant.

Activity based

assessment

Spend-based

1 Purchased

goods and

services

2 Capital

goods

3 Fuel and

energy-related

activities (not

included in

Scope1 or

Scope 2)

132

ENVIRONMENT

Sustainability Statement 2024

Scope 3

category

Calculation

method

Assessment

of relevance

Description of

underlying data

The data is based on the Unified

Product, Packaging and Waste Record

Keeping Information System applied in

the Lithuanian market. Due to the lack

of comparable systems in Latvia and

Estonia, waste data for these countries

is estimated based on Lithuania's

waste type intensity per revenue. This

methodology was selected as the most

accurate available option. Emissions

are then calculated using Estonia’s

national GHG footprint calculation model

(2024), https://kliimaministeerium.

ee/rohereform-kliima/rohereform/

organisatsioonide-khg-jalajalg#mudel.

Employee air travel emissions data

is obtained from the travel agency.

Emissions from hotel stays are calculated

by multiplying the number of nights

stayed in each country by the relevant

emission factors from the UK Government

Conversion Factors for Greenhouse Gas

(GHG) Reporting.

To estimate the impact of employee

commuting, external experts conducted a

benchmark analysis and used the average

emissions per employee (tCO2e/per

employee commute) derived from that

benchmark. Benchmarking data is based

on same sector companies in Baltics as

well as in Europe.

Emissions are calculated based on

financial spending in EUR, with the

corresponding spend-based emission

factors sourced from the EXIOBASE

database.

The category is

considered relevant.

The category is

considered relevant.

Average-method

The category is not

considered relevant

because emissions

from rented premises

are accounted for

under Scope 2 in

Apranga’s GHG

calculations. Since

there are no other

significant leased

assets, C8 is not

relevant.

The category is

considered relevant.

The category is not

considered relevant

because Apranga

sells only finished

products and does

not supply goods for

further production by

other companies.

Activity based

assessment

Spend-based

Activity based

assessment

Spend-based

N/A

Spend-based

N/A

5 Waste

generated in

operations

6 Business

travel

7 Employee

commuting

8 Upstream

leased assets

9 Downstream

transportations

10 Processing

of sold

products

Emissions are calculated based on

financial spending in EUR, multiplied by

relevant spend-based emission factors

sourced from the EXIOBASE database.

The category is

considered relevant.

Spend-based

4 Upstream

transportation

and

distribution

133

ENVIRONMENT

Sustainability Statement 2024

Scope 3

category

Calculation

method

Assessment

of relevance

Description of

underlying data

GHG emissions from the end-of-life

of sold products are estimated by

multiplying the quantity of products sold

by the appropriate end-of-life emission

factors. These emission factors are

sourced from the ADEME (Agence de

la Transition Écologique) database and

relevant scientific literature on product

lifecycle assessment (LCA).

The category is

considered relevant.

Activity based

assessment

12 End-of-life

treatment of

sold products

The category is not

considered relevant

because Apranga

does not lease assets

to other companies.

The category is not

considered relevant

because Apranga

does not lease assets

to other companies.

The Category is not

considered relevant.

Although Apranga

Group holds shares

in the investment

company UAB

Verslo Trikampis,

this investment

is not related

to the group's

core activities.

Additionally,

with only a 6.5%

ownership stake and

no controlling rights

over the project, it

is not considered

relevant for the

Scope 3 calculations.

N/A

13 Downstream

leased assets

14 Franchises

15 Investments

GHG emissions from the use of sold

products are estimated by multiplying

the quantity of products sold by the

appropriate use-phase emission factors.

These emission factors are sourced from

the ADEME (Agence de la Transition

Écologique) database and other relevant

scientific literature on product lifecycle

assessment (LCA).

The category is

considered relevant.

Activity based

assessment

11 Use of sold

products

134

ENVIRONMENT

Sustainability Statement 2024

Water pollution is an important issue in the clothing production process, as our value chain relies

heavily on water-intensive processes. High water consumption and chemical use in raw material

processing and textile production cause significant negative impacts. Addressing these issues is

crucial as we work towards enhancing our commitment to sustainability and responsible

business practices.

Currently, the Group does not have formal policies in place to manage our material impacts, risks,

and opportunities related to pollution prevention and control. This is because we lack a defined

strategy, clear goals, or targets in this area as the double materiality assessment was conducted

first time. Additionally, we do not have any set targets specifically related to water pollution,

and we are unable to quantify the adverse impacts of pollution from value chain. However, we

acknowledge other potential impacts, such as microfiber release during fabric manufacturing

and home washing, textile scraps ending up in landfills or being incinerated during assembly, and

waste generation from our operations and from unwanted, outworn, or dysfunctional clothing at

the end of their life cycle. These waste management processes can contribute to water pollution

through leachate from landfills contaminating groundwater and surface water, and airborne

pollutants from incineration settling into water bodies.

POLLUTION

Water pollution and microplastics

E2-2

E2-3

E2-1

Water dependency is an important issue in the clothing production process due to the industry's

reliance on water-intensive processes. Although water use is not material topic in our own

operations, negative impacts arise from the high-water dependency in cotton cultivation and

textile production, particularly concerning the use of freshwater sources like groundwater and

nearby rivers. This dependency not only strains local water resources but also contributes to

environmental degradation and affects the sustainability of water supplies. Addressing water

onsumption and its impacts is essential for promoting responsible business practices and

ensuring the long-term viability of the clothing retail sector. Recognizing the importance of this

issue, we are committed to improving our approach and will continue to develop strategies to

address these critical issues in value chain.

WATER AND MARINE

RESOURCES

Currently, Apranga Group does not have any formal policies, related actions or targets in place

specifically related to water and marine resources. This is because we lack a defined strategy, clear

goals, or targets in this area. We rely on information provided by our suppliers and their actions

to manage these aspects. In example their focus on reductions in water consumption within our

supply chain. We will continue to work closely with our partners to obtain more data on water

usage in the future.

Water consumption

E3-2

E3-3

E3-1

135

ENVIRONMENT

Sustainability Statement 2024

Functioning circular economy is crucial for the clothing retail sector, aiming to reduce waste and

maximize resource use. As a retailer, we do not source raw materials directly but trade in ready-

made garments. However, together with same sector players, we face similar challenges such as

dependence on upstream suppliers for raw material sourcing, limited availability of secondary

resources, and the use of complex, hard-to-recycle materials in the products we sell. Many sold

garments end up in landfills or are incinerated, and we lack effective solutions to prevent this.

By addressing these challenges and leveraging opportunities, we aim to improve our practices

and contribute to a more sustainable future. Additionally, the EU Waste Directive and extended

producer responsibility will have a significant impact on the implementation of circular economy

principles in all markets.

CIRCULAR ECONOMY

Currently, the Group does not have formal policies or targets in place to manage our material

impacts, risks, and opportunities related to resource use and the circular economy due to novelty

of the subject area. However, we do acknowledge the importance of addressing these issues,

therefore already have certain actions in relation to waste in place. Actions addressing some of

the impacts and risks are disclosed further in the report. In addition, we strive to identify and

implement effective strategies, including policy setting to manage our resource use and contribute

to a circular economy but timeframe to do so will depend on the availability of resources. We will

provide updates on our progress in future reports.

In our commitment to transparency and sustainability, we provide the following detailed

description of our resource inflows. This information covers the main products, materials,

property, plant, and equipment used in our operations and along our upstream value chain. Due

to limitations in obtaining relevant information from our suppliers we are using the transitional

provisions (as mentioned in the General information part of the report).

Products

Our main products include clothing, shoes, and accessories. The Group sells finished products

and takes no part in manufacturing. Since clothing accounts for more than 90% of total products

sold, its packaging is important for protection and transportation. The main packaging materials

used are plastic and cardboard.

• Total weight of products during reporting period: 3 886 tonnes (without packaging, which is

disclosed in the waste section). Total weight is calculated in the import documents declared

by manufacturers. In some cases, estimations are made by attributing fixed weight for similar

items. There is no possibility to distinguish the percentage of products made of recycled

materials as this information would not be accurate. Nevertheless, some of the manufacturers

do offer selection of products and product lines made of recycled materials.

Materials

• Primarily used materials in sold products (clothing) are natural and synthetic textiles. We do

not currently utilize any critical raw materials.

• Information on the percentage of biological materials used in products or packaging that are

sustainably sourced is currently not available to disclose.

• Water usage in our own operations is not significant due to the low quantity used only in

domestic water use (shopping centers, offices).

• The main properties are store premises (owned and leased), administrative and logistics

buildings. Majority of our stores are leased.

Policies

Resources inflows, including resource use

E5-3

E5-4

E5-1

A significant portion of our waste in our operations is generated due to the repackaging process

that occurs during the logistics process after suppliers deliver goods to the central warehouse or

stores, as well as during the distribution of goods to stores. Reverse logistics plays a crucial role

in our operations as we collect and transport plastic, paper waste (used for own purposes), and

wooden pallets to a central warehouse for recycling. Unsold products are also returned to central

warehouse, from where it is directed to outlets. We also collect and reuse cardboard boxes and

wooden hangers from our warehouse and in the retail chain. However, in some rented locations

Waste and circular initiatives

E5-5E5-2

136

ENVIRONMENT

Sustainability Statement 2024

Waste split

Mass of non-recycled

waste (tonnes)

Hazardous waste*

Non-recycled

waste ratio (%)

Non-hazardous waste**

Mass of recycled waste

912,34

72,08

353,39

0,32 912,02Mass of non-recycled waste

• Collection of clothing in Inditex chain stores. Dedicated collection points were established in

some stores (such as Zara, Bershka, Pull and Bear, Stradivarius, Massimo Dutti, Zara Home,

and Oysho) across the Baltic States. Customers can drop off their used clothing, which is then

sorted and processed for recycling or reuse. In relation to this programme, collaboration with

local NGO’s and recycling facilities ensures that the collected textiles are processed efficiently.

• Participation in the Textile Waste Management System in Latvia. To effectively manage textile

waste, agreements are signed with certified waste management companies in Latvia. These

companies, for a fee, handle a specified amount of textile waste generated from products

placed on the market. This approach ensures that the waste is managed in an environmentally

responsible manner, reducing landfill use and promoting recycling and reuse. This ensures

that activities comply with local and EU regulations regarding textile waste management.

This includes adhering to the mandatory textile waste collection requirements set to be

enforced across the EU.

Considerations and methodology:

• The data is based on the Unified Product, Packaging, and Waste Record-Keeping Information

System applied in the Lithuanian market. This system accounts for packaging waste released

to the market (given to customers) and packaging waste used for internal purposes. It

also includes waste reports generated on-site. However, it does not cover municipal waste

generated in administrative buildings or stores, as these quantities are considered insignificant

and are therefore not accounted for. Additionally, it does not provide information on what

processes are applied to recycled (i.e. preparation for reuse) or non-recycled (i.e. incineration

etc.) waste, thus such information is not possible to disclose.

• The Group has the most reliable waste data in Lithuanian operations. Therefore, the decision

was made to ensure the accuracy to use the Lithuanian data as the base and to calculate

Latvian and Estonian data proportionally. Although we have some information about waste

generation in Latvia and Estonia it would not be as all-encompassing as using Lithuania data

as base and accordingly for Latvia and Estonia, the data is calculated as a percentage based

on Lithuanian data. We will work on enhancing the data quality in the future.

Our actions***

*** Actions are

disclosed in best

possible detail

as is currently

available in the

Group – information,

which was not

collected during

the reporting year,

such as quantitative

and qualitative

information

regarding the

progress of actions or

comparison to prior

periods, as well as

related CAPEX and

OPEX investments,

is not disclosed. As

it is the first year of

reporting according

ESRS standards,

we will put effort

to include more

relevant information

in the future reports

based on a good

practice.

and shopping centres, we often face challenges in identifying all amount of waste generated as

there are cases when we use paper and plastic sorting facilities of the shopping centre and have

no possibility to receive data of the waste treated. Waste in leased assets is usually handled by

third party service providers who interact directly with the lessor only.

To address these challenges, we are actively seeking ways to improve our waste tracking and

management processes across all locations. This includes working with our landlords and property

managers to gain better visibility into waste disposal practices and exploring partnerships with

waste management services that can provide comprehensive reporting. Our goal is to enhance

our waste reduction efforts and ensure responsible disposal practices throughout our entire

operational footprint.

• Total amount of waste generated (in tonnes): 1265,73

• Information on composition of the waste:

* Non-hazardous

waste: glass, plastic,

paper, PET, and other

materials.

* Hazardous waste:

IT and telecommuni-

cations equipment,

screens and monitors

with a surface area

greater than 100 cm²,

as well as batteries

and accumulators.

Sustainability Statement 2024

Social

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Sustainability Statement 2024

At Apranga Group, our employees are the foundation of our business success. We take pride in

having an energetic and diverse team, which includes many young professionals. The Group often

provides young people with their first work experience, as the sector’s flexible working hours are

attractive to students. Our goal is to equip these young professionals with the tools, opportunities

and knowledge necessary for successful operations, professional growth and to draw attention

to the opportunities to continue their careers within our Group. We aim to foster an environment

that inspires people who love fashion consider a long-term career with us.

Given that employees in the trade sector, particularly salespeople, constitute most of our

workforce, the impact on this group is considered the most significant. The average salary in this

sector is lower than the national average, therefore one of key topics and focus of our efforts is

remuneration and competitive wage. Working hours, which include evenings and weekends, are

evaluated with the aim of mitigating any negative effects by offering favourable work schedules

or, when possible, allowing employees to choose their workplace (store).

The interests, views, and rights of our employees are taken into consideration while responding

and creating mitigation measures to above and in the beginning of the report listed impacts, risks

and opportunities (see page 104). Especially regarding potential positive impact of our internal

training and career development programs, we focus on improving our programmes to better

reflect the needs of our employees (see detailed in formation on this sub-topic in page 142). This

reflects our commitment to respect and upholding human rights within our organization.

Currently, none of our operations are at significant risk of incidents involving forced labour,

compulsory labour or child labour.

OUR COLLEAGUES

S1.SBM-3

There are several documents which oversee various rights and responsibilities of employees at

Apranga Group. One of main internal documents is Rules of Procedure ( l i e t . D a r b o t varko s t a i s y k l ės),

which establishes the Group’s values, work procedures, general duties, rights and responsibilities

of employees and the employer. This document aims to ensure the smooth operation of the Group,

proper work organization and create a suitable and safe working environment. All employees are

introduced to this document (with signature) upon starting their work. Implementation of this

document falls under responsibility of Head of Human resources department.

In the rules these are the main covered topics:

• Company values,

• Conclusion of Employment contract,

• Internal documents procedures,

• Work and resting time,

• Working environment, safety and health requirements,

• Work equipment,

• Salary, incentives and benefits,

• Ensuring equal opportunities,

• Liability for violations of labour duties.

Certain topics related to employees are addressed within the company’s Code of Ethics and

Conduct (as disclosed in Governance section of this report, page 150). These topics include

ethical behaviour, compliance with labour laws, and guidelines for maintaining a respectful

and safe work environment. Additionally, the Code of Ethics and Conduct specifically covers the

following grounds for discrimination: nationality, culture, race, religion, political views, financial

situation, education, age, sexual orientation, marital status, gender, appearance, and physical and

intellectual abilities. It explicitly states that any discriminatory behaviour towards employees or

other persons is not tolerated.

Additional internal documents in relation to own workforce are:

• Violence and Harassment Prevention Policy. This policy aims to safeguard the honour, dignity,

and physical or psychological integrity of all employees, ensuring they are not subjected to

actions that seek to harm or diminish them. This policy clearly states how to recognise such

behaviour and what actions should be taken by the employee as well as mechanisms of

complaint. This policy is implemented by Head of Human resources department.

Policies, actions and targets

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S1-5

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Sustainability Statement 2024

• General Instructions for Occupational Safety and Health. This document states that

employees must adhere to the company’s safety and health regulations and Lithuanian laws,

ensuring their own and colleagues’ safety by following supervisors’ instructions.

Our internal documents are not explicitly aligned with relevant internationally recognized

instruments, including the UN Guiding Principles on Business and Human Rights. However, at

Apranga Group we ensure compliance with existing labour laws and regulations at both the

national level and within the framework of European Union regulations, thereby upholding high

standards of worker protection and rights. Although our internal documents do not explicitly

address trafficking in human beings, forced labour or compulsory labour and child labour, all these

actions are forbidden by national laws, and our Group's activities meet the highest operational

standards. Additionally, we ensure that by following national laws, i.e. in relation to GDPR, such as

Republic of Lithuania “Law on legal protection of personal data” (liet. LR “Asmens duomenų teisinės

apsaugos įstatymas”) we do not cause or contribute to material negative impacts, particularly in

procurement, sales, and data use.

Actions, which Group has implemented in 2024, are described next to separate sub-topics further

in this chapter (i.e. conducting surveys as part of Engagement activities, providing trainings for

employees as disclosed under Trainings sub-topic). Actions are disclosed in best possible detail as

is currently available in the Group – information, which was not collected during the reporting year,

such as quantitative and qualitative information regarding the progress of actions or comparison

to prior periods, as well as related CAPEX and OPEX investments, is not disclosed. As it is the first

year of reporting according ESRS standards, we will put effort to include more relevant information

in the future reports based on a good practice.

However, we have not yet set any specific targets related to our own workforce as we did not have

a defined strategy - we plan to take this step and adopt our new strategy in 2025. In preparation

for setting these targets, we currently monitor employee turnover rates and evaluate feedback

through exit surveys. This approach allows us to gather valuable insights and ensure that our

future targets are well-informed and aligned with our overall strategic goals. All related company

actions are disclosed in IRO table (see page 104). Additionally, information on engagement with

own workforce and channels for own workforce to raise concerns are disclosed in Engagement

sub-topic of this section.

Currently, we do not have any commitments related to inclusion or positive actions for vulnerable

groups.

Engagement

In Apranga Group we have an organ called Work Council, which is directly run by employee

representatives, established to ensure that the voices of employees are properly represented, and

their interests are protected within the organization. The Council is elected for a term of three

years. Elections and activities are carried out in accordance with the requirements of the Labour

Code of Republic of Lithuania. It serves as a bridge between the workforce and management,

facilitating communication and collaboration to continuously improve working conditions,

meet employee expectations and increase operational efficiency by identifying areas that need

improvement, proposing and implementing initiatives, and ensuring that employee concerns are

addressed promptly and effectively.

In 2024, the Works Council successfully implemented several key initiatives that had a significant

impact on the organization:

ب Additional Equipment at Points of Sale: Enhanced inventory management by providing

additional equipment or installing elevators in both auxiliary premises and sales halls, which

facilitate the work of employees with the supply of goods. This equipment eliminates the

need for heavy lifting, thus ensuring more favourable working conditions for our employees.

ب Assisted Delivery of Goods: Introduced a system where an additional person accompanies

the driver to assist with the acceptance of goods at points of sale, ensuring smoother and

more efficient deliveries.

ب Coordination of Product Delivery Schedules: Aligned product delivery schedules with store

hours and employee work schedules, ensuring a sufficient number of employees to achieve a

balanced workload during delivery and increasing overall efficiency.

To gather valuable insights from our employees, we conduct surveys as needed, without adhering

to a fixed schedule. These surveys are typically used when consultation is required on specific

business-related or employee well-being topics. The Human Resources department, led by

the Head of HR, is responsible for organizing these surveys. This includes designing the survey,

administering it, collecting responses, and analysing the results (effectiveness of engagement is

S1-3S1-2

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Sustainability Statement 2024

Apranga Group operates in the retail sector, which has a significant impact on the structure of our

employees according to responsibilities. The majority of our employees are salespeople, who play

a crucial role in our day-to-day operations and customer interactions. It is worth noting that the

majority of our employees are women, which correlates with the demographic trends of the retail

industry.

Characteristics

Information on employees by contract type:

Country Lithuania Latvia Estonia

No of permanent employees

(head count)

Men Men MenWomen Women Women

1338

558

780

467

132

335

298

200

118

No of temporary employees

(head count)

No of full-time employees

(head count)

No of part-time employees

(head count)

Total No. of employees by country (per gender):

Country Lithuania Latvia Estonia

Gender Men Men MenWomen Women Women

1338 467 298

1456 524 315

118 57 17Number of employees

Total No. of employees

per country

not assessed). The insights gained from these surveys are then used to make informed decisions

that enhance our workplace environment and address employee concerns effectively; as well

as employee feedback is continuously integrated into our organizational strategies, fostering a

culture of continuous improvement and engagement.

The Exit Survey is a regularly conducted online survey completed by employees upon their

departure from the organization. This survey serves the dual purpose of gathering information and

feedback. Participants have the option to complete the survey anonymously or to provide their

name. Quarterly and annual summaries of the survey data are compiled to facilitate comparison

and to monitor trends over time, as well as take necessary measures informed by the survey results.

Channels for own workforce to raise concerns

Detailed process of complaints raised in relation to breach of Code of Ethics and Compliance and

other internal rules is described in Governance section, page 152.

In relation to actions related to violence and harassment in the workplace employees can raise

their complaints according to the process as described in Violence and Harassment Prevention

Policy, which is an internal document, applied to all employees in Apranga Group companies,

which are based in Lithuania. Similar policies will be adopted in 2025 also in Latvian and Estonian

operations.

Employees are introduced to internal documents and through this they become aware of the

existing channels to raise concerns.

Number of non-employees:

Lithuania Country Latvia Estonia

314 0 339

0 0 0No of self-employed people

No of people provided by

undertakings primarily engaged

in “employment activities”

S1-7S1-6

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Sustainability Statement 2024

Employee turnover:

Lithuania Country Latvia Estonia

86,3% 82,7% 63,3%

1232 434 197

Number of employees who have

left the undertaking

Percentage of employee turnover

The employee turnover metric is a critical tool for our business as it provides valuable insights into

the stability and satisfaction of our workforce. We strive to meet the needs of all our employees

by creating a supportive and engaging work environment. However, given the nature of our

industry, we recognize that many young people will join us, and only some will pursue long-term

careers within our organization. This is a common trend in the retail sector, which at the same time

influences and leads to higher employee turnover than in other sectors.

In this context, we closely monitor employee turnover to identify any abnormal changes compared

to the long-term average. By tracking this metric, we have the opportunity to preventively

model potential organizational problems in the short or long term, and review internal policies

and practices. For instance, a sudden increase in turnover could signal dissatisfaction among

employees, changes in market conditions, or shifts in the competitive landscape. It should be

noted that in Lithuania the indicators are relatively lower because back office (administration) is

included, where the change is smaller.

Quantitative data provided in the following tables of this chapter is aligned with the management

report (page 52) and is provided as it was at the end of the reporting period to ensure integrity of

the report (unless indicated otherwise).

On gender: Currently, we do not collect data on non-binary individuals. This limitation means that

our gender diversity metrics only include data for male and female employees. As a result, our

reports may not fully represent the diversity within our workforce.

Limitation: Existing data collection systems and processes are not yet equipped to capture non-

binary gender information. In all three Baltic countries, the legal recognition of gender primarily

includes male and female, and the legal framework for recognizing non-binary genders is not fully

established. To enhance diversity and inclusion, we plan to update our data collection systems to

include non-binary gender options, ensure compliance with legal and regulatory requirements,

and provide training and resources to support inclusive data collection practices.

On total number of employees and contract type: Number of employees is provided in headcount

as of December 31, 2024. Information is provided from internal HR system „HRB portal“. The

numbers align with management report (page 52). Employees on maternity (paternity) leave

and duplicates (when the same person is working in more than one company in the Group) are

excluded. More than half of permanent employees due to specifics of our sector (retail) work part-

time.

On non-employees: The number of non-employees is provided in headcount method throughout

the year in each country separately. Non-employees are workers who agree to work temporarily

usually through third-party employment agency. Estonia also has a special type of work contract

for temporal employees with fixed hours agreed. These workers are not considered as employees.

Seasonal fluctuation may influence the number of non-employees at any given moment; therefore,

the total number throughout the year is calculated (FTE calculations and comparison to the total

number of employees is not available).

On employee turnover: Only employees with working contract are included while calculating

employee turnover. Non-employees are not included into calculations. Number does not include

rehired employee number. To calculate the turnover rate, we first determine the number of

employees who left during 2024. Then, we divide this number by the average number of employees

for the year. The average number of employees is calculated by adding the employee count at the

beginning of the year (January 1, 2024) to the employee count at the end of the year (December 31,

2024) and dividing the sum by two. This gives us a fair estimate of the workforce size throughout

the year, ensuring an accurate turnover calculation.

Considerations and methodology

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Sustainability Statement 2024

Our dedication to continuous professional growth is evident in the extensive training and skills

development programs we provide for our employees.

We have implemented a hybrid training model that includes both face-to-face and remote

training sessions. This flexible approach ensures that all employees can access the training they

need, regardless of their location or schedule. The hybrid model allows us to deliver high-quality

training content while accommodating the diverse needs of our workforce.

An essential component of our training strategy is the E-learning system, which supports both

mentors and new employees. This platform contains fundamental theoretical material that is

crucial for new hires to learn and understand. The E-learning system offers an interactive and

engaging way for employees to acquire important knowledge at their own pace.

Our mentoring program is another key element of our training efforts. This program enables us

to train new sales consultants within two months, ensuring they are well-prepared to excel in

their roles. New mentors receive periodic training on effective mentoring techniques, how to

train new employees, and how to utilize the tools developed by the organisation. Such ongoing

support helps mentors provide the best possible assistance to new employees and balance the

psychological burden during the induction period for new employees.

The same principles used in our mentoring program are applied to prepare employees for further

careers or new responsibilities in stores. Each position has a specific training form that is tailored

to the situation and learning priorities. This structured approach ensures that employees are

equipped with the necessary skills and knowledge to advance in their careers.

We will regularly review our current training programs to identify areas for improvement and new

training content. Based on these reviews, we will develop new training content to address any

gaps. Additionally, we will establish metrics to measure the effectiveness of our training programs,

ensuring they meet our standards and deliver tangible results.

We take a comprehensive approach to training that not only improves professional skills but also

supports the overall well-being and growth of our employees, promoting a thriving and motivated

workforce.

Training and skills development

S1-13

Lithuania:

Training module Number of participants

918

148

220

Try on Carrier

(Internal talent development program)

New employees’ trainings

New Managers trainings

Dress Your Thoughts

(Training focused on employee well-

being and personal growth)

Ambassadors’ trainings

(Training with focus on strengthening the

employer's image and personal brand)

Performance Appraisal training

(Training on conducting annual interviews

for those conducting annual interviews)

First Aid trainings

Master Mind sessions for Store managers

(Training on improving customer experience

and service)

129

Mentor trainings

A Medida Workshops

(Leadership skills development workshops)

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Sustainability Statement 2024

Training module Number of participants

Latvia:

Training module Number of participants

Disc training for Store and office Managers

(Mastering the teamwork and personality

recognition tool for managers)

125New employees’ training

Copilot trainings for Office

(use of artificial intelligence tool)

205

Dress Your Thoughts

(Training focused on employee well-being

and personal growth)

91Safety training

Manager training

(DISC, Leadership, Customer service)

19Mentor training

Performance Appraisal training

(Training on conducting annual interviews

for those conducting annual interviews)

A Medida Workshops

(Leadership skills development workshops)

49Training for Lux store

9IG courses

Try on Carrier

(Internal talent development program)

11Coordinator training

27Second manager training

Estonia:

Training module Number of participants

94New employees’ training

14Mentors

48Managers ABC (by Lilian Saage)

9Recruitment workshop for managers

16Emotional intelligence for managers

Performance Appraisal training

(Training on conducting annual interviews for

those conducting annual interviews)

Try on Carrier

(Internal talent development program)

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Sustainability Statement 2024

Training module Number of participants

94New employees’ training

14Mentors

48Managers ABC (by Lilian Saage)

9Recruitment workshop for managers

16Emotional intelligence for managers

35GDPR training (managers/office)

58Dress Your Thoughts

Performance Appraisal training

(Training on conducting annual interviews for

those conducting annual interviews)

Try on Carrier

(Internal talent development program)

35GDPR training (managers/office)

58Dress Your Thoughts

33Managers ABC Labow law

25Managers inspiration day

14New managers - HR documents

46New managers - talking in numbers

6Store Merchandisers - Fashion week

Total training hours and participants per country:

Lithuania

Hours

Participants

Latvia Estonia

273

1808

132

665

146

439

Another important measure we use is employee performance reviews. We see them as essential

tool which provides a formal opportunity to evaluate employees' skills, set goals, and identify areas

for improvement. They also facilitate continuous professional growth, ensuring employees' skills

remain relevant, they are well-prepared for future roles within the organization, and also receive

feedback on their achievements and stay motivated.

At Apranga Group we have established a structured process for regularly reviewing employees'

performance and career progression, particularly for store managers and key employees. At least

two performance and career assessment interviews are held annually – mid-year and end-year.

The only exception to this schedule occurs when a change in management results in a shorter

evaluation period than required. Employees take part in these reviews after their trial period is

over. Reviews are not mandatory for all positions - in example recommended for back-office

employees.

Considerations and methodology:

On gender: we have not been tracking training information per gender category. As of next year,

we will try to adapt this approach and improve reporting.

On trainings: Number are calculated by summing up the participants of each training. Therefore,

there are duplicates, as same people participate in more than one session due to the specifics of

the training. Information provided from training registration reports and allows only total amount

of hours to be disclosed, as an average number of training hours per FTE cannot be calculated.

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Sustainability Statement 2024

At Apranga Group we are committed to supporting the work-life balance of our employees, even

though we do not have specific social policies or collective agreements in place. All employees

are entitled to take advantage of the opportunities provided by law, including maternity leave,

childcare leave, and nursing leave. Additionally, we provide an opportunity to take advantage of

study leave, as we employ many young people who are studying.

We ensure that these entitlements are accessible to all employees in a gender-equitable manner,

promoting a balanced approach to family-related leave. This practice is crucial for fostering a

supportive work environment where employees can manage their professional and personal

responsibilities effectively.

Work and life balance

S1-15

Additionally, we try to offer favourable work schedules to support our employees’ work-life balance.

This includes flexible working hours that accommodate personal commitments (such as full-time

study or vocational training) and family responsibilities. Work schedules in stores are prepared

one month in advance, adhering to the principles of fairness and equality. The responsibility for

creating these schedules lies with the store manager. When drafting schedules, consideration is

given to the interests of employees and their work-life balance, to the extent possible. The primary

objective is to assemble a team that meets the required staffing levels without necessitating

additional overtime from employees.

When possible, we also allow employees to choose their preferred workplace of store location. This

flexibility helps reduce commuting time and stress, enabling employees to better manage their

professional and personal lives. To manage employee turnover effectively, we offer motivational

salary programs, provide additional benefits such as a private healthcare fund, and carry out

employee satisfaction surveys.

Employees entitled to take family-related leave:

Country Lithuania Latvia Estonia

Employees that took

family-related leave*

Men Men MenWomen Women Women

1,86% 4,92 % 7,05 % 1,69 % 0 % 0 %

As the average salary in the retail sector is lower than the national average, one of the key material

sub-topics and a primary focus of our efforts is ensuring adequate remuneration and competitive

wages for our employees. We recognize that fair compensation is crucial for attracting and

retaining talented individuals, as well as for maintaining employee satisfaction and motivation.

To address this, we regularly review and adjust our wage structures to ensure they are competitive

within the retail sector and aligned with the cost of living. We also benchmark our salaries against

national standards and sectoral best practices to ensure our employees are fairly compensated

for their skills and contributions. In 2025 we plan to review a wage growth strategy tied to

performance and market conditions to motivate employees and align their interests with Group

goals. Additionally, we offer various incentives and benefits, such as performance bonuses tied to

store achieved results for retail employees, additional health insurance for workers in Lithuania,

ant other initiatives to further enhance the overall compensation package.

In line with our commitment to fair compensation, we also analyse the company's remuneration

system data to monitor the gender pay gap within the organisation. This analysis helps us identify

and address gaps in a timely manner, ensuring that all employees are paid fairly for their work,

regardless of gender, and, where necessary, take appropriate measures to eliminate them.

All employees of the Group are paid higher than the minimum wage (minimum wage definition

is indicated in the legislation of each market where Group is operating and implements Directive

(EU) 2022/2041). In calculating annual total renumeration ratio the Group currently does not

have the opportunity to provide more detailed data on all employees due to the incomplete

implementation of a unified personnel accounting system in all three countries. In the 2025 report,

we plan to provide a more detailed disclosure of this indicator

• Employees earning below the applicable adequate wage benchmark: [number]

• Gender pay gap: 25,01 %

• Annual total remuneration ration: 41,38

Remuneration

S1-16S1-10

* This disclosure

includes the share

of employees who

acquired the right

to use paternity/

maternity leave or

other additional leave

provided for by law

during the reporting

period. Nursing leave

(liet. sergančiojo slau-

ga) is not included in

this metric, as related

information is not

currently collected

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Sustainability Statement 2024

More information in relation to renumeration at the Group please see at Consolidated Annual

Report, Renumeration report, page 56.

Considerations and methodology:

Gender pay gap: Gender pay gap is calculated as the average salary of all men minus the average

salary of all women divided by the average salary of all men and multiplied by 100. We do not

have the possibility to calculate on an hourly basis due to the incomplete implementation of

the personnel accounting system in all countries. In the 2025 report, we plan a more detailed

disclosure of this indicator.

Annual total remuneration ration is calculated as a ratio of annual highest earner and annual

median (without the highest earner). Since the Group has a very high employee turnover rate, only

employees who have worked for a year or more were included in the ATRR calculation. This is the

most accurate method to calculate annual median which included all seasonal factors, additional

payouts (bonuses) ant other remuneration means. Estonian data was also excluded because we

do not have data for the whole year. Employees on maternity leave were excluded. Just only 38,9

% of our employees work full time job, while the remaining portion works part-time.

Maintaining a safe and respectful work environment is a top priority for Apranga Group. We are

dedicated to adhering to all relevant laws and regulations to prevent any work-related incidents,

complaints, or severe human rights impacts within our workforce. Our proactive approach

includes regular training, strict compliance with safety protocols, and a system for reporting and

addressing any issues.

The representative of Legal Department records information related to human rights violations

and complaints received in a registry. In 2024, we are pleased to report that there were no work-

related incidents, complaints, or severe human rights impacts within our organization.

• Incidents of discrimination: 0

• Number of complaints filled through channels for people in own workforce to raise

concerns: 0

• Number of complaints filled to National Points for OECD Multinational Enterprises: 0

• Amount of fines, penalties, and compensation for damages as a result of the incidents and

complaints:

• Number of severe human rights incidents (connected to the undertaking’s workforce in the

reporting period): 0

• Number of severe human rights issues and incidents connected to own workforce that

are cases of non-respect of UN Guiding Principles and OECD Guidelines for Multinational

Enterprises: 0

• Amount of material fines, penalties, and compensation for severe human rights issues and

incidents connected to own workforce:

Incidents

Lithuania

Latvia

Estonia

0 EUR

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Sustainability Statement 2024

This chapter aims to provide insights into the impacts on value chain workers connected with our

operations and value chain, including through our products and business relationships.

We acknowledge potential negative impacts on value chain workers, and though we are in the

early stages of our sustainability journey, we are committed to taking steps to prevent, mitigate,

and remediate negative impacts. This includes ensuring suppliers respect fundamental labour

rights, and preventing discrimination and harassment, especially for women in the garment

industry.

Increased regulation can enhance value chain stability but may raise production costs. There is

also a reputational risk if issues like fair pay, health and safety, and labour rights are not adequately

addressed. As we continue to develop our sustainability practices, we aim to better manage these

risks and opportunities, creating a more stable and sustainable value chain for all stakeholders.

In fulfilling the requirements of paragraph ESRS 2 SBM-3 (paragraph 48), we confirm that our

disclosures include all value chain workers who are likely to be materially impacted by our

operations and value chain.

Apranga Group does not possess comprehensive information about all stages of the value chain,

therefore, we apply transitional provision which allows not to provide all necessary information in

relation for value chain for 3 years. However, our business model is based on collaboration with

global fashion industry suppliers who are committed to prohibiting child labour and forced labour

in their operations and value chains, and to ensuring the protection of workers' rights.

Currently Apranga Group does not have a policy which would cover specifically workers in the value

chain, as this topic was not evaluated in depth prior to conducting DMA. Currently, the Group does

not have formal policies in place to manage our material impacts, risks, and opportunities related

to value chain workers working conditions and equal treatment and opportunities for all. This

is because we lack a defined strategy, clear goals, or targets in this area. However, in alignment

with our commitment to transparency and sustainability, we are developing a comprehensive

Supplier Policy, set to take effect in 2025. This policy will establish clear Environmental, Social,

and Governance (ESG) standards for our suppliers, ensuring alignment with our core values and

sustainability objectives.

To support this, we will implement a Supplier Questionnaire to assess and ensure supplier

engagement and compliance with these ESG standards. The initial focus will be on our Tier 1

suppliers, as we believe this approach will help mitigate risks and impacts while allowing us to

monitor progress closely.

By ensuring that our Tier 1 suppliers follow these standards, we aim to address critical issues such

as fair labour practices, health and safety, and fundamental labour rights. This will help us promote

a more ethical and sustainable supply chain.

We acknowledge that making significant changes to our lower-tier suppliers and the workers

within those tiers presents challenges due to the market size and the nature of our key suppliers.

However, we are committed to ensuring that our Tier 1 suppliers adhere to our Supplier Policy.

Through this effort, we aim to enhance our role in fostering sustainability and ethical practices

within our supply chain.

After planned strategy update in 2025, we will be able to establish specific goals and allocate

the necessary resources to achieve them. Currently, we do not have any targets specifically

related to workers in the value chain. However, the development of our strategy, along with the

implementation of a comprehensive Supplier Policy, will provide a framework for setting these

goals in the future. This approach will enable us to better address the needs and rights of value

chain workers, ensuring that our practices align with our commitment to fair and ethical treatment.

While we do not have our own policies fully established, we rely on the robust policies of our main

suppliers, for example, Inditex. In their 2023 Annual Report, Inditex outlines several strategies to

mitigate their relationship with suppliers and value chain workers:

Policies, actions and targets

WORKERS IN

THE VALUE CHAIN

S2-4

S2-5

S2-1

148

SOCIAL

Sustainability Statement 2024

• Sustainability and Ethical Practices: Inditex emphasizes their commitment to sustainability

and ethical practices throughout their supply chain. They work closely with suppliers to ensure

compliance with their Code of Conduct for Manufacturers and Suppliers, which includes

standards for labour rights, health and safety, and environmental practices.

• Supplier Audits and Assessments: The company conducts regular audits and assessments

of their suppliers to ensure adherence to their standards. These audits help identify areas for

improvement and ensure that suppliers are meeting Inditex’s expectations.

Disclosure on Human Rights Issues and Incidents in the Value Chain

We do not currently collect information on severe human rights issues and incidents within our

upstream and downstream value chain, nor are our suppliers required to report such incidents.

Consequently, we cannot confirm or disclose any related information. However, in the new Supplier

Policy we will indicate a channel to report on breaches of the policy which could be also used to

report on incidents related to workers in the value chain. We are committed to ensuring that our

value chain workers are treated fairly and ethically, and we will continue to work closely with our

suppliers to uphold these standards.

Currently, Apranga Group does not have a dedicated role or function assigned for engaging with

value chain workers regarding their impact. There is no clear process in place to directly engage

with these workers.

As we provide general anonymous channels intended for reporting corruption and bribery, which

could also be utilized by value chain workers to raise their concerns. These mechanisms, which

include grievance mechanisms and hotlines, are detailed in the Governance section of this report.

However, these channels are not communicated to the workers of our value chain as their primary

purpose is to report on corruption and bribery incidents. But in the new Supplier Policy such

channel will be separately listed.

Engagement

S2-3S2-2

Sustainability Statement 2024

Governance

150

GOVERNANCE

Sustainability Statement 2024

At Apranga Group, we are committed to fostering a culture of transparency and ethical conduct.

We advocate for open and honest communication with our shareholders and ensure equal access

to information for all market participants. The Group remains steadfast in its commitment to

comply with all applicable laws and regulations, acting ethically both within the company and

in our interactions with third parties. Our goal is to minimize any potential harm arising from

the actions of individuals, whether intentional or unintentional, through comprehensive risk

management and ethical oversight.

In managing our relationships with suppliers, we prioritize fairness and integrity. We are dedicated

to maintaining prompt and fair payment practices, particularly with small and medium-sized

enterprises, to foster a healthy and collaborative supply chain.

In this chapter we aim to provide an insight into our approach to corporate culture, ensuring that

our values and ethical standards are deeply embedded in all aspects of our operations.

GOVERNANCE

BUSINESS CONDUCT

Policies

Code of Ethics and Conduct

Our governance policies are designed to provide a clear understanding of how we address

the identification, assessment, management, and remediation of material impacts, risks, and

opportunities related to business conduct matters. Central to our approach are two key policies:

the Code of Ethics and Conduct and the Rules for the Implementation of the Corruption

Prevention Policy. These policies reflect our commitment to fostering a strong corporate culture,

ensuring ethical conduct, and maintaining transparency in all our operations.

Key Contents of the Policy: This policy establishes, entrenches and explains the basic principles

of ethics and conduct that should be adhered to in order to ensure honesty, transparency and

accountability. It enlists the main values, such as respect, accountability, professionalism, duty to

avoid conflicts of interest and other. Additionally, Code is designed to ensure equal treatment of all

stakeholders, adherence to the rule of law, respect for employee privacy, and freedom of speech.

Scope of the Policy: It applies to all entities within the Group, including employees, contractors,

suppliers, independent partners, and consultants.

Accountability: Legal department is responsible for the review and update of the Code and

ensuring that the policies are effectively integrated into the company’s operations and that

compliance is maintained. Code of Ethics and Conduct is approved by APB Apranga board. Every

employee is responsible for following this document.

Third-Party Standards: The implementation of Code of Ethics and Conduct is guided by general

ethics standards and best practices. While no specific third-party standards or initiatives are

directly referenced, the Code was developed with consideration of widely recognized ethical

principles and international guidelines to ensure comprehensive and robust governance.

Stakeholder Consideration: In setting these policies, the interests of key stakeholders, including

employees, suppliers, customers, and contractors, were carefully considered. This Code is designed

to ensure that all stakeholders are treated fairly and ethically.

Policy Availability: The Code is publicly available on the company’s website. Employees are

introduced to the policies upon joining the company, and all current employees have been briefed

on the contents. New employees must sign a document acknowledging that they have been

introduced to the policies when signing their work contract.

Reporting channels: Although the whistleblowing channel is not fully confidential, the Code

ensures that there is no persecution of any employee who reports potential corruption or conflicts

of interest. Anonymous complaints can be filed and sent by post to an address stated in the Code.

G1-3

G1-4

G1-1

151

GOVERNANCE

Sustainability Statement 2024

Rules for the Implementation

of the Corruption Prevention Policy

Key Contents of the Policy: This document specifies the requirements set out in the Code of

Ethics and Conduct in relation to anti-corruption and bribery. The key principle is zero tolerance

for corruption. It includes a list of company positions who are required to declare private interests

and provides specific rules about gifts and sponsorships.

Scope of the Policy: The policy applies to all employees within the Group.

Accountability: The Head of Legal is the most senior level accountable for the implementation of

this policy.

Third-Party Standards: The policy is informed by general ethics standards and global best

practices. Although it does not directly reference specific third-party standards or initiatives, it is

crafted with widely recognized ethical principles and international guidelines in mind to ensure

thorough and effective governance.

Stakeholder Consideration: The policy is developed with consideration for the interests of key

stakeholders to ensure fair and ethical treatment. Priority is given to partners who implement

corruption prevention measures and adhere to internal guidelines.

Policy Availability: The policy is available publicly on the company’s website. Employees are

introduced to the policy as it is a compulsory company document in a similar manner as with

Code of Ethics and Conduct.

Reporting Channels: The policy describes channels through which employees, partners, and other

stakeholders can report non-compliance. Reports can be made via designated email or phone.

Although the complaint process is not anonymous, anonymity is ensured.

Actions - training of employees

By investing in continuous education and awareness, the company demonstrates its dedication

to employee development and retention. Keeping employees well-informed and engaged is a

crucial goal, as it fosters a culture of integrity and accountability, ultimately contributing to a more

resilient and sustainable business environment.

In relation to the Rules for the Implementation of the Corruption Prevention Policy, employees

periodically receive training related to the policy at least once a year (training takes place online).

This include the Management team and some members of the Board (who are considered as part

of the Company). Non-employees, such as independent Board members, are not obliged to take

the training, however they are also introduced to the Rules individually and must comply.

ب Number of employees who took training on corruption and bribery: 124*

ب How many hours: 186**

We do not have identified separately functions that are most at risk in respect of corruption and

bribery.

As this is first year in disclosing related to training information according the ESRS, information,

which was not collected during the reporting year, such as quantitative and qualitative information

regarding the progress of actions or comparison to prior periods, as well as related CAPEX

and OPEX investments, is not disclosed. We will put effort in the future reports to improve our

disclosures related to actions.

* Number does

not include all

participants because

when connecting to

the online training

platform from the

store more than one

employee could use

one account to listen

in to the training.

** Hours calculated

is an approximate

number. It is

calculated by

multiplying the

training duration

- approx. 1,5 hour -

by the number of

participants.

152

GOVERNANCE

Sustainability Statement 2024

Mechanisms for Identifying, Reporting,

and Investigating Concerns

Apranga Group has established comprehensive mechanisms for identifying, reporting, and

investigating concerns about unlawful behaviour indicated in Whistleblower protection and other

laws or actions that contradict its Code of Ethics and Conduct or internal rules. These mechanisms

accommodate reporting from both internal and external stakeholders. Rules for Reporting

Violations (document is publicly available on the company’s website) outlines the procedure for

providing information about violations through internal channels, receiving reports, evaluating

and examining the information received, and informing the concerned parties.

Complaints can be raised anonymously through a form or by post, ensuring the anonymity of

the complainant and non-retaliation. The document also specifies the timing for processing

complaints and the evaluation process. Only technical evaluation of existing mechanisms is

performed - during which we check if the channels are active and functional. Additional evaluation

of effectiveness is currently not performed.

The policy applies to the company’s own operations and value chain, including current or former

employees and individuals connected with the company through contractual relationships

(consulting, service provision, contracting, internship, etc.).

The rules are implemented by a group of employees appointed by the General Manager of the

Company (including Head of the Legal Department and the Head of Vindication). This team

manages the internal whistleblower reporting channel, analyses information about violations,

ensures the confidentiality of individuals reporting violations (except as required by law), and

performs other functions as outlined in legal acts and the Rules. As it is described in the Rules,

responsible person once a year makes a summary of all incidents related data and actions and

presents it the General Manager of the company. Measures are in place to protect whistleblowers

from retaliation as well as to uphold the principle of non-partiality while investigating, in accordance

with national law on Whistleblower Protection of the Republic of Lithuania (similar measures are

to be implemented in Latvia and Estonia in 2025).

During the reporting period, the company had no incidents of corruption or bribery, received zero

convictions and no fines for violation of anti-corruption and anti- bribery laws. This underscores

our commitment to ethical operations. We continuously implement measures to ensure integrity

and transparency in all our activities.

Throughout the reporting year, there were no violations of anti-corruption and anti-bribery

procedures and standards. Consequently, no corrective actions were required.

153

GOVERNANCE

Sustainability Statement 2024

Apranga Group is in the initial stages of developing a Supplier Policy, which will be finalized in early

2025 along with a supplier questionnaire. The company’s approach to supplier relationships is

evolving, with a focus on identifying and mitigating risks related to its supply chain and addressing

sustainability impacts. The company is committed to integrating social and environmental criteria

into its supplier selection process.

As the company develops its policy, it aims to ensure that suppliers align with its emerging

sustainability goals. This includes considering factors such as ethical practices, environmental

impact, and social responsibility. The objective is to build a responsible and resilient supply chain

that supports the company’s long-term sustainability ambitions.

The company’s main supply chain partners (almost 100 percent) are worldwide known fashion

suppliers and manufacturers. In all cases the partnership is based on mutual respect and business

arrangements are made following common practices of the suppliers. Therefore, the company is

neither in the position, nor seeks any favourable conditions regarding payments or other practices.

The practice of advance payments is common, and contract obligations are respected in all other

cases.

The common practice in contracts is 30 days period for the payments to be made. In some cases,

the period might be longer if agreed with partners. According to the financial statements (section

Financial risk management, page 23-26) 74 percent of obligations are covered in 30 days. Other

payments are made in 12 months.

Lease agreements are usually paid on the current month of lease with specific date agreed by

both parties. The average time the undertaking takes to pay an invoice from the date when the

contractual or statutory term of payment starts to be calculated is not calculated, as the company

respects is obligations and did not have any legal proceedings outstanding for late payments in

the previous year. All payments are managed and approved centrally. Responsible persons are the

CEO and CFO.

MANAGEMENT OF

RELATIONSHIPS WITH SUPPLIERS

G1-6G1-2

Sustainability Statement 2024

Annex

155

ANNEX

Sustainability Statement 2024

ESRS 2

General

disclosures

Climate

change

E2 Pollution

BP-1

BP-2

E1.GOV-3

E1-3

E1-5

GOV-1

E1-1

E1-2

E1-4

E1-6

E1-7

E1-8

E2-1

GOV-3

GOV-4

GOV-5

SBM-1

SBM-2

SBM-3

IRO-1

E1.SMB-3

E1.IRO-1

E1-9

E2.IRO-1

IRO-2

GOV-2

General basis for preparation of sustainability statements

Disclosures in relation to specific circumstances

Integration of sustainability-related performance in incentive schemes

Actions and resources in relation to climate change policies

Energy consumption and mix

The role of the administrative, management and supervisory bodies

Transition plan for climate change mitigation

Policies related to climate change mitigation and adaptation

Targets related to climate change mitigation and adaptation

Gross Scopes 1, 2, 3 and Total GHG emissions

GHG removals and GHG mitigation projects financed through

carbon credits

Non-material

Internal carbon pricing

Policies related to pollution

Integration of sustainability-related performance in incentive schemes

Statement on due diligence

Risk management and internal controls over sustainability reporting

Strategy, business model and value chain

Interests and views of stakeholders

Material impacts, risks and opportunities and their interaction

with strategy and business model

Description of the processes to identify and assess material

impacts, risks and opportunities

Material impacts, risks and opportunities and their interaction

with strategy and business model

Description of the processes to identify and assess material

climate-related impacts, risks and opportunities

Anticipated financial effects from material physical and

transition risks and potential climate-related opportunities

Description of the processes to identify and assess material

pollution-related impacts, risks and opportunities

Disclosure requirements in ESRS covered by the undertaking’s

sustainability statement

Information provided to and sustainability matters addressed by the

undertaking’s administrative, management and supervisory bodies

ESRS code Disclosure Requirement

Location

in the report

APPENDIX NO. 1:

LIST OF DISCLOSURE REQUIREMENTS

Material disclosure requirements were identified during DMA; non-material disclosure

requirements are indicated in the table below, last column. If information is phased-in, related

disclosure is indicated in the report.

134

114

129

127

126

114

103

126

155

114

97, 103

101

IRO-2

156

ANNEX

Sustainability Statement 2024

Resource use

and circular

economy

Own

workforce

Biodiversity

and

ecosystems

Water

and marine

resources

E2-5

E2-6

E5-2

E5-3

S1.SBM-3

S1.SBM-2

S1-1

S1-2

S1-5

S1-6

S1-7

E3-1

E3-2

E3-3

E3-4

E5.IRO-1

E5-4

E5-5

E5-6

S1-3

S1-4

E5-1

E3.IRO-1

E3-5

Substances of concern and substances of very high concern

Anticipated financial effects from pollution-related impacts, risks

and opportunities

Actions and resources related to resource use and circular economy

Targets related to resource use and circular economy

Material impacts, risks and opportunities and their interaction with

strategy and business model

Interests and views of stakeholders

Policies related to own workforce

Processes for engaging with own workers and workers’

representatives about impacts

Targets related to managing material negative impacts, advancing

positive impacts, and managing material risks and opportunities

Characteristics of the undertaking’s employees

Characteristics of non-employee workers in the undertaking’s

own workforce

Policies related to water and marine resources

Actions and resources related to water and marine resources

Targets related to water and marine resources

Water consumption

Description of the processes to identify and assess material resource

use and circular economy-related impacts, risks and opportunities

Resource inflows

Resource outflows

Anticipated financial effects from resource use and circular

economy-related impacts, risks and opportunities

Processes to remediate negative impacts and channels for own

workers to raise concerns

Taking action on material impacts on own workforce, and approaches to

mitigating material risks and pursuing material opportunities related to

own workforce, and effectiveness of those actions

Policies related to resource use and circular economy

Description of the processes to identify and assess material water and

marine resources-related impacts, risks and opportunities

Anticipated financial effects from water and marine resources-related

impacts, risks and opportunities

ESRS code Disclosure Requirement

Location

in the report

Non-material

134

114

134

Non-material

135

114

Non-material

140

138

139

138

135

103, 126, 138

101

E2-4 Pollution of air, water and soil

E2-2

E2-3

Actions and resources related to pollution

Targets related to pollution

157

ANNEX

Sustainability Statement 2024

Consumers

and end-users

Affected

communities

Business

conduct

S1-10

G1.GOV-1

G1.IRO-1

G1-1

G1-4

G1-5

G1-6

S1-11

S1-12

S1-15

S1-13

S1-16

S1-14

S1-17

S2-2

S2-5

G1-2

G1-3

S2-1

S2.SBM-2

Adequate wages

The role of the administrative, supervisory and management bodies

Description of the processes to identify and assess material impacts,

risks and opportunities

Corporate culture and business conduct policies and

corporate culture

Confirmed incidents of corruption or bribery

Political influence and lobbying activities

Payment practices

Social protection

Persons with disabilities

Work-life balance metrics

Training and skills development metrics

Compensation metrics (pay gap and total compensation)

Health and safety metrics

Incidents, complaints and severe human rights impacts

Processes for engaging with value chain workers about impacts

Targets related to managing material negative impacts, advancing

positive impacts, and managing material risks and opportunities

Management of relationships with suppliers

Prevention and detection of corruption and bribery

Policies related to value chain workers

Interests and views of stakeholders

ESRS code Disclosure Requirement

Location

in the report

Workers

in the value

chain

S2.SBM-3

Material impacts, risks and opportunities and their interaction with

strategy and business model

145

Non-material

153

150

153

150

114

147

148

147

103

101

146

145

142

S2-3

S2-4

Processes to remediate negative impacts and channels for value chain

workers to raise concerns

Taking action on material impacts on value chain workers, and

approaches to managing material risks and pursuing material

opportunities related to value chain workers, and effectiveness of

those actions

S1-8

S1-9

Collective bargaining coverage and social dialogue

Diversity metrics

Non-material

158

ANNEX

Sustainability Statement 2024

ESRS code Disclosure Requirement

Location

in the report

Pollution of

water and

microplastics

Water

consumption

Mitigation measures in response to identified IROs in relation to Pollution

topic in value chain (upstream & downstream)

Mitigation measures in response to identified IROs in relation to Water

topic in value chain (upstream)

Entity

specific

disclosures

134

159

ANNEX

Sustainability Statement 2024

APPENDIX NO. 2: LIST OF DATAPOINTS

DERIVING FROM OTHER EU LEGISLATION

Appendix B is an integral part of the ESRS 2. The table below illustrates the datapoints in ESRS 2

and topical ESRS that derive from other EU legislation.

ESRS 2 GOV-1

ESRS 2 GOV-4

ESRS 2 SBM-1

Board's gender

diversity

Percentage of

board members

who are

independent

Statement on

due diligence

Involvement in

activities related

to fossil fuel

activities

Involvement in

activities related

to chemical

production

Involvement in

activities related

to controversial

weapons

Involvement in

activities related

to cultivation and

production of

tobacco

paragraph

21 (d)

paragraph

21 (e)

paragraph

40 (d) i

paragraph

40 (d) ii

paragraph

40 (d) iii

paragraph

40 (d) iv

Indicator

number 13

of Table #1

of Annex 1

Indicator

number 10

Table #3 of

Annex 1

Indicators

number 4

Table #1 of

Annex 1

Indicator

number 9

Table #2 of

Annex 1

Indicator

number 14

Table #1 of

Annex 1

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

Table 1: Qualitative

information on

Environmental

risk

and Table 2:

Qualitative

information on

Social

risk

Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1818, Article

12(1), Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1818, Article

12(1), Delegated

Regulation (EU)

2020/1816,

Annex II

Commission

Delegated

Regulation (EU)

2020/1816, Annex II

Delegated

Regulation (EU)

2020/1816,

Annex II

Non-

material

Non-

material

Non-

material

Non-

material

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

160

ANNEX

Sustainability Statement 2024

ESRS E1-1

Transition

plan to reach

climate

neutrality by

2050

paragraph

Regulation (EU)

2021/1119 Article

2(1)

126

127

128

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS E1-1

ESRS E1-4

ESRS E1-5

Undertakings

excluded from

Paris-aligned

Benchmarks

GHG emission

reduction targets

Energy

consumption

from fossil

sources

disaggregated

by sources (only

high climate

impact sectors)

Energy

consumption

and mix

Energy intensity

associated with

activities in high

climate impact

sectors

paragraph

16 (g)

paragraph

paragraphs

40 to 43

Indicator

number 4

Table #2 of

Annex 1

Indicator

number

5 Table

#1 and

Indicator

n. 5 Table

#2 of

Annex 1

Indicator

number 5

Table #1 of

Annex 1

Indicator

number 6

Table #1 of

Annex 1

Delegated

Regulation

(EU) 2020/1818,

Article12.1 (d) to

(g), and

Article 12.2

Delegated

Regulation (EU)

2020/1818,

Article 6

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

Template 1:

Banking Book-

Climate Change

transition risk:

Credit quality

of exposures by

sector, emissions

and residual

maturity

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

Template 3:

Banking book –

Climate change

transition risk:

alignment metrics

161

ANNEX

Sustainability Statement 2024

ESRS E1-1

Transition

plan to reach

climate

neutrality by

2050

paragraph

paragraphs

53 to 55

paragraph

66 (a)

paragraph

66 (c).

Indicators

number 1

and 2

Table #1 of

Annex 1

Indicators

number 3

Table #1 of

Annex 1

Article 449a;

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

Template 1:

Banking book –

Climate change

transition risk:

Credit quality

of exposures by

sector, emissions

and residual

maturity

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

Template 3:

Banking book –

Climate change

transition risk:

alignment metrics

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

paragraphs 46

and 47; Template

5: Banking book

- Climate change

physical risk:

Exposures subject

to physical risk.

Delegated

Regulation (EU)

2020/1818, Article

5(1), 6 and 8(1)

Delegated

Regulation (EU)

2020/1818,

Article 8(1)

Delegated

Regulation (EU)

2020/1818, Annex

II Delegated

Regulation (EU)

2020/1816,

Annex II

Regulation (EU)

2021/1119,

Article 2(1)

Regulation (EU)

2021/1119

Article 2(1)

126

129

130

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS E1-6

ESRS E1-7

ESRS E1-9

Gross Scope 1, 2,

3 and Total GHG

emissions

Gross GHG

emissions

intensity

GHG removals

and carbon

credits

Exposure of

the benchmark

portfolio to

climate-related

physical risks

Disaggregation

of monetary

amounts by

acute and chronic

physical risk

Location of

significant assets

at material

physical risk

Non-

material

/ Not

applicable

3 years

phase in

3 years

phase in

162

ANNEX

Sustainability Statement 2024

ESRS E1-9

Breakdown of

the carrying

value of its real

estate assets

by energy-

efficiency

classes

paragraph

67 (c)

paragraph

28 (c)

Indicator

number 8

Table #1 of

Annex 1

Indicator

number 2

Table #2 of

Annex 1

Indicator

number 1

Table #2 of

Annex 1

Indicator

number 3

Table #2 of

Annex 1

Indicator

number 7

Table #2 of

Annex 1

Indicator

number 8

Table 2 of

Annex 1

Indicator

number 12

Table #2 of

Annex 1

Indicator

number

6.2

Table #2 of

Annex 1

Article 449a

Regulation (EU)

No 575/2013;

Commission

Implementing

Regulation

(EU) 2022/2453

paragraph 34;

Template 2:

Banking book

-Climate change

transition

risk: Loans

collateralised

by immovable

property - Energy

efficiency of the

collateral

Delegated

Regulation (EU)

2020/1818,

Annex II

3 years

phase in

1 year

phase in

Non-

material

134

Non-

material

134

Non-

material

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS E1-9

ESRS E2-4

ESRS E3-1

ESRS E3-4

Degree of

exposure of

the portfolio to

climate- related

opportunities

Amount of

each pollutant

listed in Annex

II of the E-PRTR

Regulation

(European

Pollutant Release

and Transfer

to air, water and

soil

Water and

marine resources

Dedicated policy

Sustainable

oceans and seas

Total water

recycled and

reused

163

ANNEX

Sustainability Statement 2024

ESRS E3-4

Total water

consumption

in m3 per

net revenue

on own

operations

paragraph

Indicator

number 6.1

Table #2 of

Annex 1

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

paragraph

16 (a) i

paragraph

16 (b)

paragraph

16 (c)

paragraph

24 (b)

paragraph

24 (c)

paragraph

24 (d)

paragraph

37 (d)

paragraph

14 (f)

paragraph

14 (g)

Indicator

number 7

Table #1 of

Annex 1

Indicator

number 10

Table #2 of

Annex 1

Indicator

number 14

Table #2 of

Annex 1

Indicator

number 11

Table #2 of

Annex 1

Indicator

number 12

Table #2 of

Annex 1

Indicator

number 15

Table #2 of

Annex 1

Indicator

number 13

Table #2 of

Annex 1

Indicator

number 9

Table #1 of

Annex 1

Indicator

number 13

Table #3 of

Annex I

Indicator

number 12

Table #3 of

Annex I

ESRS 2- IRO 1 - E4

ESRS E4-2

ESRS E5-5

ESRS 2- SBM3 - S1

ESRS 2- IRO 1 - E4

Sustainable land

/ agriculture

practices or

policies

Sustainable

oceans / seas

practices or

policies

Policies to

address

deforestation

Non-recycled

waste

Hazardous waste

and radioactive

waste

Risk of incidents

of forced labour

Risk of incidents

of child labour

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

136

Non-

material

164

ANNEX

Sustainability Statement 2024

ESRS S1-1

Human

rights policy

commitments

paragraph

32 (c)

paragraph

88 (b)

and (c)

paragraph

97 (a)

paragraph

88 (e)

Indicator

number 9

Table #3

Indicator

number 11

Table #1 of

Annex I

Indicator

number 11

Table #3 of

Annex I

Indicator

number 1

Table #3 of

Annex I

Indicator

number 5

Table #3 of

Annex I

Indicator

number 2

Table #3 of

Annex I

Indicator

number 12

Table #1 of

Annex I

Indicator

number 3

Table #3 of

Annex I

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS S1-1

ESRS S1-3

ESRS S1-14

ESRS S1-16

ESRS S1-14

Due diligence

policies on issues

addressed by

the fundamental

International

Labor

Organisation

Conventions 1

to 8

Processes and

measures for

preventing

trafficking in

human beings

Workplace

accident

prevention policy

or management

system

Grievance/

complaints

handling

mechanisms

Number of

fatalities and

number and rate

of work- related

accidents

Unadjusted

gender pay gap

Number of days

lost to injuries,

accidents,

fatalities or

illness

Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1816,

Annex II

Delegated

Regulation (EU)

2020/1816,

Annex II

Non-

material

139

140

145

Non-

material

Non-

material

165

ANNEX

Sustainability Statement 2024

ESRS S1-16

Excessive CEO

pay ratio

paragraph

97 (b)

paragraph

103 (a)

paragraph

11 (b)

paragraph

Indicator

number 8

Table #3 of

Annex I

Indicator

number 7

Table #3 of

Annex I

Indicators

number

12 and 13

Table #3 of

Annex I

Indicator

number 9

Table

#3 and

Indicator

n. 11 Table

#1 of

Annex 1

Indicator

number

11 and n. 4

Table #3 of

Annex 1

Indicator

number 10

Table #1 of

Annex 1

Indicator

number 14

Table #3 of

Annex 1

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS S1-17

ESRS 2- SBM3 – S2

ESRS S2-1

ESRS S2-4

Incidents of

discrimination

Significant risk

of child labour or

forced labour in

the value chain

Human

rights policy

commitments

Policies related

to value chain

workers

Non-respect

of UNGPs on

Business and

Human Rights

principles and

OECD guidelines

Due diligence

policies on issues

addressed by

the fundamental

International

Labor

Organisation

Conventions 1

to 8

Human rights

issues and

incidents

connected to its

upstream and

downstream

value chain

Delegated

Regulation (EU)

2020/1816, Annex

II Delegated

Regulation (EU)

2020/1818 Art 12 (1)

Delegated

Regulation (EU)

2020/1816, Annex

II Delegated

Regulation (EU)

2020/1818, Art

12 (1)

Delegated

Regulation (EU)

2020/1816,

Annex II

146

147

Non-

material

166

ANNEX

Sustainability Statement 2024

ESRS S3-1

Human

rights policy

commitments

paragraph

10 (b)

paragraph

10 (d)

paragraph

24 (a)

Indicator

number 9

Table

#3 and

Indicator

number 11

Table #1 of

Annex 1

Indicator

number 10

Table #1

Annex 1

Indicator

number 14

Table #3 of

Annex 1

Indicator

number 9

Table

#3 and

Indicator

number 11

Table #1 of

Annex 1

Indicator

number 10

Table #1 of

Annex 1

Indicator

number 14

Table #3 of

Annex 1

Indicator

number 15

Table #3 of

Annex 1

Indicator

number 6

Table #3 of

Annex 1

Indicator

number 17

Table #3 of

Annex 1

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

ESRS S3-1

ESRS S3-4

ESRS S4-1

ESRS S4-4

ESRS G1-1

ESRS G1-4

non-respect

of UNGPs on

Business and

Human Rights,

ILO principles

or and OECD

guidelines

Human rights

issues and

incidents

Policies related

to consumers

and end-users

Non-respect

of UNGPs on

Business and

Human Rights

and OECD

guidelines

Human rights

issues and

incidents

United Nations

Convention

against

Corruption

Protection of

whistle- blowers

Fines for

violation of anti-

corruption and

anti-bribery laws

Delegated

Regulation (EU)

2020/1816, Annex

II Delegated

Regulation (EU)

2020/1818, Art

12 (1)

Delegated

Regulation (EU)

2020/1816,

Annex II)

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

Non-

material

150

152

167

ANNEX

Sustainability Statement 2024

ESRS G1-4

Standards

of anti-

corruption and

anti- bribery

paragraph

24 (b)

Indicator

number 16

Table #3 of

Annex 1

Disclosure

Requirement and

related datapoint

ESRS

paragraph

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

Climate Law

reference

Page in

the report

150

SFDR reference - Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019on

sustainability-related disclosures in the financial services sector (Sustainable Finance Disclosures Regulation) (OJ L 317,

9.12.2019, p. 1).

Pillar 3 reference - Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013on prudential

requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements

Regulation “CRR”) (OJ L 176, 27.6.2013, p. 1).

Benchmark Regulation reference - Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June

2021establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU)

2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).

EU - Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021establishing the framework for

achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ

L 243, 9.7.2021, p. 1).

Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020supplementing Regulation (EU) 2016/1011 of the European

Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and

governance factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).

Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022amending the implementing technical

standards laid down in Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and

governance risks (OJ L 324,19.12.2022, p.1.).

Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020supplementing Regulation (EU) 2016/1011 of the European

Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned

Benchmarks (OJ L 406, 3.12.2020, p. 17).