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UAB “Atsinaujinančios

Energetikos Investicijos”

Audited Consolidated and Separate

Financial Statements as at and

for the year ended 31 December 2022

Closed-end Investment Company Intended for Informed Investors

Content

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Statement of Financial Position

Statement of Profit or Loss and other Comprehensive Income

Statement of Cash Flows

Consolidated Statement of Changes in Equity

Separate Statement of Changes in Equity

Explanatory Note

I. General

II. Accounting Policy

III. Notes

1. Asset acquisitions

2. Investment assets at fair value through profit or loss

3. Other financial assets

4. Other non-current receivables at fair value through profit or loss

5. Prepayments

6. Other current receivables at fair value through profit or loss

7. Other current receivables

8. Cash and cash equivalents

9. Issued capital

10. Share premium

11. Legal reserve

12. Bonds issued

13. Loans received

14. Trade and other payables

15. Payables to employees

16. Income

17. Administrative expenses

18. Deconsolidation of subsidiary

19. Finance costs

20. Income tax

21. Segment information

22. Related parties

23. Financial risk management

24. Subsequent events

Company's and Group's annual report for 2022

Corporate governance reporting form

CONFIRMATION OF RESPONSIBLE PERSONS

Statement of Financial Position

Amounts are presented in thousand EUR, unless stated otherwise

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		Group		Company
		31	31	31	31
	Notes	December	December	December	December
		2022	2021	2022	2021
Assets
Non-current assets
Investment assets at fair value through profit or loss	2	144 908	66 681	144 908	66 681
Investment in subsidiary		-	-	2	-
Other financial assets	3	1 650	-	1 650	-
Other receivables at fair value through profit or loss	4	-	2 083	-	2 083
Prepayments	5	25	150	25	150
Total non-current assets		146 583	68 914	146 585	68 914
Current assets
Other receivables at fair value through profit or loss	6	-	850	-	850
Other receivables	7	167	12	128	12
Cash and cash equivalents	8	9 877	26 464	9 877	26 464
Total current assets		10 044	27 326	10 005	27 326
Total assets		156 627	96 240	156 590	96 240
Equity & liabilities
Equity
Issued capital	9	54 884	40 063	54 884	40 063
Share premium	10	21 128	10 790	21 128	10 790
Legal reserve	11	407	124	407	124
Retained earnings		27 114	14 036	27 113	14 036
Total equity		103 533	65 013	103 532	65 013
Non-current liabilities
Bonds issued	12	49 757	24 917	49 757	24 917
Loans received	13	112	111	112	111
Total non-current liabilities		49 869	25 028	49 869	25 028
Current liabilities
Bonds issued	12	116	5 149	116	5 149
Trade and other payables	14	3 084	1 042	3 073	1 042
Payables to employees	15	24	7	-	7
Current tax liabilities		1	1	-	1
Total current liabilities		3 225	6 199	3 189	6 199
Total liabilities		53 094	31 227	53 058	31 227
Total equity & liabilities		156 627	96 240	156 590	96 240

Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

Statement of Profit or Loss and Other

Comprehensive Income

Amounts are presented in thousand EUR, unless stated otherwise

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Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

		Group		Company
	Notes	2022	2021	2022	2021
Income
Net gain on financial assets at fair value through profit or loss	16	19 635	7 847	19 635	7 847
Other income	16	73	2	73	2
Dividend income	16	21	204	21	204
Total net income		19 729	8 053	19 729	8 053
Expenses
Administrative expenses	17	(4 406)	(2 104)	(4 435)	(2 104)
Loss allowance on prepayments	5	(25)	-	(25)	-
Loss from deconsolidation of a subsidiary	18	(22)	-	-	-
Total expenses		(4 453)	(2 104)	(4 460)	(2 104)
Operating profit		15 276	5 949	15 269	5 949
Finance income
Foreign exchange gain		1	-	1	-
Total finance income		1	-	1	-
Finance costs
Interest expenses	19	(1 910)	(293)	(1 910)	(293)
Total finance costs		(1 910)	(293)	(1 910)	(293)
Profit before tax		13 367	5 656	13 360	5 656
Income tax	20	(3)	(1)	-	(1)
Profit after tax		13 364	5 655	13 360	5 655
Other comprehensive income (loss)
Items that may be reclassified to profit or loss		-	-	-	-
Items that will not be reclassified to profit or loss		(3)	-	-	-
Fair value adjustment on investment in deconsolidated entity		(3)	-
Total comprehensive income (loss)		13 361	5 655	13 360	5 655

Statement of Cash Flows

Amounts are presented in thousand EUR, unless stated otherwise

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		Group		Company
	Notes	2022	2021	2022	2021
Profit before tax		13 367	5 656	13 360	5 656
Adjustments for:
Net gain on financial assets at fair value through profit or loss	16	(19 635)	(7 847)	(19 635)	(7 847)
Net finance costs	19	1 910	293	1 910	293
Dividends received	16	(21)	(204)	(21)	(204)
Loss allowance on prepayments	5	25	-	25	-
Loss from deconsolidation of a subsidiary	18	22	-	-	-
Working capital adjustments
Decrease (increase) in trade and other receivables		(56)	(11)	(13)	(11)
Decrease (increase) in contract assets		-	8	-	8
Increase (decrease) in trade and other payables		2 214	996	2 023	996
Net cash flows from activities		(2 174)	(1 109)	(2 351)	(1 109)
Income taxes paid		(3)	-	-	-
Dividends received	16	21	33	21	33
Net cash flows from operating activities		(2 156)	(1 076)	(2 330)	(1 076)
Loans granted	2	(50 092)	(6 090)	(50 092)	(6 090)
Payment of interest on loans granted	2	836	539	836	539
Bonds acquired	2	(15 741)	(25 218)	(15 741)	(25 218)
Redeemed bonds	2	6 234	-	6 234	-
Payment of bonds interests	2	266	-	266	-
Acquisition of subsidiary and associate	2, 5	(20)	(128)	(20)	(128)
Sale of shares of subsidiary	2	3	-	3	-
Received amount from third party	4, 6	2 750	750	2 750	750
Issue of financial guarantees	3	(5 400)	-	(5 400)	-
Transfer of financial guarantees	3	3 750	-	3 750	-
Deconsolidation of subsidiary net of cash deconsolidated	18	(174)	-	-	-
Advance payment for shares repaid	5	100	-	100	-
Net cash flows from investing activities		(57 488)	(30 147)	(57 314)	(30 147)
Proceeds from issue of share capital	9	14 821	19 239	14 821	19 239
Proceeds from share premium	10	10 338	9 636	10 338	9 636
Bonds issued	12	25 182	30 000	25 182	30 000
Transaction costs related to bonds issued	12	(226)	(360)	(226)	(360)
Repayment of bonds principal	12	(5 173)	(1 209)	(5 173)	(1 209)
Repayment of bonds interest	12	(1 885)	(36)	(1 885)	(36)
Net cash flows from financing activities		43 057	57 270	43 057	57 270
Net change in cash and cash equivalents		(16 587)	26 047	(16 587)	26 047
Cash and cash equivalents at the beginning of the year		26 464	417	26 464	417
Effects of foreign exchange rate changes		-	-	-	-
Cash and cash equivalents at the end of the year		9 877	26 464	9 877	26 464

Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

Consolidated Statement of Changes in Equity

Amounts are presented in thousand EUR, unless stated otherwise

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For the financial year ended 31 December 2022

	Issued	Share	Legal	Retained	Total
	capital	premium	reserve	earning
Balance as of 1 January 2022	40 063	10 790	124	14 036	65 013
Contributions and redemptions by holders of redeemable shares:
- Issue of redeemable shares	14 821	10 338	-	-	25 159
- Redemption of redeemable shares	-	-	-	-	-
Total contributions and redemptions by holders of redeemable shares	14 821	10 338	-	-	25 159
Profit for the year	-	-	-	13 364	13 364
Other comprehensive income for the year	-	-	-	(3)	(3)
Transfers to legal reserve	-	-	283	(283)	-
Balance as at 31 December 2022	54 884	21 128	407	27 114	103 533
Balance as at 1 January 2021 (unaudited)	20 824	1 154	-	8 505	30 483
Contributions and redemptions by holders of redeemable shares:
- Issue of redeemable shares	19 239	9 636	-	-	28 875
- Redemption of redeemable shares	-	-	-	-	-
Total contributions and redemptions by holders of redeemable shares	19 239	9 636	-	-	28 875
Profit for the year	-	-	-	5 655	5 655
Other comprehensive income for the year	-	-	-	-	-
Transfers to legal reserve	-	-	124	(124)	-
Balance as at 31 December 2021	40 063	10 790	124	14 036	65 013

Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

Separate Statement of Changes in Equity

Amounts are presented in thousand EUR, unless stated otherwise

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For the financial year ended 31 December 2022

Issued

capital

premium

Legal

reserve

Retained

earning

Total

Balance as at 1 January 2022

40 063

10 790

124

14 036

65 013

Contributions and redemptions by holders of

redeemable shares:

- Issue of redeemable shares

14 821

10 338

25 159

- Redemption of redeemable shares

Total contributions and redemptions by holders of

redeemable shares

14 821

10 338

25 159

Profit for the year

13 360

Other comprehensive income for the year

Transfers to legal reserve

283

(283)

Balance as at 31 December 2022

54 884

21 128

407

27 113

103 532

Balance as at 1 January 2021 (unaudited)

20 824

1 154

8 505

30 483

Contributions and redemptions by holders of

redeemable shares:

- Issue of redeemable shares

19 239

9 636

28 875

- Redemption of redeemable shares

Total contributions and redemptions by holders of

redeemable shares

19 239

9 636

28 875

Profit for the year

5 655

Other comprehensive income for the year

Transfers to legal reserve

124

(124)

Balance as at 31 December 2021

40 063

10 790

124

14 036

65 013

Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

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Explanatory Note

I. General

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These consolidated financial statements of UAB Atsinaujinančios energetikos investicijos (hereinafter – the Company) and its subsidiary,

as well as Separate financial statements of the Company as at and for the financial year ended on 31 December 2022 were prepared and

signed by Management on 17 April 2023. According to the Law on Companies of Republic of Lithuania, the annual financial statements

prepared by the Management are authorised by the General Shareholders’ meeting. The shareholders hold the power not to approve the

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

The Company was registered in the Register of Companies at Lvivo g. 25, Vilnius on 15 March 2016. The Company has its registered office

at Jogailos g. 4, Vilnius. The Company specializes in renewable energy infrastructure objects and related assets such as development of

new renewable energy production sources . As investments to the renewables sector have shown an extensive growth potential the decision

was made to transform the Company into a separate closed-end collective investment entity to provide investors an instrument to invest

directly into renewable energy sector. Based on the decision of the Supervision Service of the Bank of Lithuania dated 14 December 2020,

the Company was reorganised into a closed-end investment company for informed investors, after the Supervision Service of the Bank of

Lithuania had approved the Articles of Association of the Company. The Company started to operate as a closed-end investment entity on

16 December 2020. The Company’s data is accumulated and stored at the state enterprise Centre of Registers. The Company shall operate

until 5 February 2026 with a possibility of extending the operation period for additional 2 years, upon which, the Company shall redeem the

shares issues from its investors. The Company is a limited liability private legal person having its economic and commercial, financial, and

organisational independence. The Company is held liable for its liabilities only to the extent of its assets.

The objective of the Company is, by offering its shares, to collectively invest the collected funds in renewable energy infrastructure objects

and related assets such as renewable energy sources, energy efficiency projects, energy resources distribution and transmission networks

and their storage facilities, etc. and seek to earn profit for its Shareholders. The redemption of the Company’s shares shall be restricted up

until the end of the Company's investment activities on 5 February 2026 or 5 February 2028 if the operation period shall be extended for an

additional 2 years.

As at 31 December 2022, the authorised capital of the Company amounted to EUR 54 884 thousand (as at 31 December 2021 –

EUR 40 063 thousand). As at 31 December 2022, the authorised capital was divided into 54 884 151 ordinary registered shares (as at

31 December 2021 – 40 062 726) with the par value of EUR 1 each. As at 31 December 2022, the Company’s share capital is fully paid and

share premium made up EUR 21 128 thousand (as at 31 December 2021 – EUR 10 790 thousand). AEI does not have its own shares.

These consolidated financial statements include two consolidating entities of the group AEI and UAB AEI Development (consolidated

financial statements as at 31 December 2021 included – AEI and UAB JTPG). These separate financial statements include AEI. In these

financial statements, definition of Group is used to refer to, jointly, investment activities performed by AEI and provision of project

management and consulting services by UAB AEI Development, and definition of Company is used to refer to, solely, investment activities

performed by AEI. In these financial statements, explanatory notes with a reference “Group and Company” presents financial data of the

Company, which coincides with the consolidated financial data of the Group.

As at 31 December 2022 the Company controlled the following subsidiaries and associates:

	Country of	Date of	Ownership, %	Segment
	domicile	acquisition
Subsidiary
Energy Solar Projekty sp. z o. o.	Poland	2018-11-09	100%	Investment activities
PV Energy Projects Sp. z o. o.	Poland	2020-09-01	100%	Investment activities
UAB JTPG	Lithuania	2020-12-23	100%	Investment activities
PL Sun sp. z o. o.	Poland	2022-02-18	100%	Investment activities
UAB Atelda	Lithuania	2022-02-18	100%	Investment activities
UAB Nimela	Lithuania	2022-05-13	100%	Investment activities
				Project management
UAB AEI Development	Lithuania	2022-07-04	100%	and consultation
				services
UAB Rineila	Lithuania	2022-09-05	100%	Investment activities
Associate
UAB Saulės energijos projektai	Lithuania	2016-06-15	30%	Investment activities
UAB Ekoelektra	Lithuania	2021-04-21	50%	Investment activities
UAB Žaliosios investicijos	Lithuania	2021-09-16	25%	Investment activities
UAB KNT Holding	Lithuania	2022-03-16	50%	Investment activities
1 ais Speks SIA	Latvia	2022-03-29	50%	Investment activities

I. General

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As at 31 December 2021 the Company controlled the following subsidiaries and associates:

	Country of domicile	Date of acquisition	Ownership, %	Segment
Subsidiary
Energy Solar Projekty sp. z o. o.	Poland	2018-11-09	100%	Investment activities
PV Energy Projects sp. z o. o.	Poland	2020-09-01	100%	Investment activities
				Project management
UAB JTPG	Lithuania	2020-12-23	100%	and consultation
				services
UAB Ekoelektra	Lithuania	2021-04-21	100%	Investment activities
Associate
UAB Saulės energijos projektai	Lithuania	2016-06-15	30%	Investment activities
UAB Žaliosios investicijos	Lithuania	2021-09-16	25%	Investment activities

Subsidiaries and associates of the Company specialize in the production of energy from renewable energy resources, these companies are

measured at fair value through profit or loss and are not consolidated in consolidated financial statements. As at 31 December 2022 and

31 December 2021, the fair value of the Company’s subsidiaries shares was:

	As at 31 December 2022		As at 31 December 2021
	Number of shares	Fair value of shares	Number of shares	Fair value of shares
		(EUR)		(EUR)
Subsidiary
Energy Solar Projekty sp. z o. o.	100	5 354 678	100	8 858 672
PV Energy Projects sp. z o. o.	50	2 752 461	50	5 990 793
UAB Ekoelektra	-	-	100	1
UAB JTPG	2 500	14 000	-	-
PL Sun sp. z o. o.	100	1	-	-
UAB Atelda	2 500	1	-	-
UAB Nimela	2 500	1	-	-
UAB Rineila	2 500	1	-	-
Associate
UAB Saulės energijos projektai	9 180	492 019	9 180	998 019
UAB Ekoelektra	50	1	-	-
UAB Žaliosios investicijos,	7 209 746	34 160 102	625	1
UAB KNT Holding	1 250	1	-	-
Zalais Speks SIA	1 400	1	-	-

As at 31 December 2022 and 31 December 2021, subsidiaries which provided project management and consulting services to the Company

were, respectively, UAB AEI Development and UAB JTPG. As at 31 December 2022 and 31 December 2021, the controlled number of shares

and value of shares of subsidiaries are provided below:

	As at 31 December 2022		As at 31 December 2021
	Number of shares	Value of shares	Number of shares	Value of shares
		(EUR)		(EUR)
Subsidiary
UAB JTPG	-	-	2 500	2 500
UAB AEI Development	100	9 000	-	-

I. General

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On 1 August 2022, newly established subsidiary UAB AEI Development has taken over the provision of project management and consulting

services from subsidiary UAB JTPG. UAB JTPG has started to carry out activities in relation to development of wind parks. Due to changes

in activities of entities of the Group, it was decided to deconsolidate subsidiary UAB JTPG and consolidate UAB AEI Development.

Deconsolidation of subsidiary UAB JTPG results in a loss of EUR 22 thousand which was recognized under expenses category in the Group’s

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the financial year ended 31 December 2022 (refer to Note

18).

The subsidiary UAB AEI Development provides project management and consulting services to the Company, therefore its' financial results

are consolidated in consolidated financial statements. In separate financial statements investment in subsidiary UAB AEI Development is

measured at cost.

The financial year of the Group coincides with the calendar year.

The Company is managed by UAB LORDS LB Asset Management (hereinafter – the Management Company), set up and registered on 8

September 2008, company code 301849625, having its registered office at: Jogailos g. 4, Vilnius, Lithuania. Data on the Management

Company are accumulated and stored in the Register of Legal Entities of the Republic of Lithuania.

By the decision of the Securities Commission of the Republic of Lithuania of 23 December 2008, UAB LORDS LB Asset Management was

issued Licence No. VĮK – 016 to engage in the activities of management companies operating under the Law on Collective Investment

Undertakings of the Republic of Lithuania. By Decision No. 03-201 of the Board of the Bank of Lithuania dated 5 December 2013 the

management company’s Licence No. VĮK – 016 was expanded and it was granted the right to manage collective investment undertakings

established under the Law on Collective Investment Undertakings Intended for Informed Investors of the Republic of Lithuania. On 23 June

2015, the Management Company was issued Licence No. 1 to engage in the activities of the management company operating under the

Law on Management Companies of Collective Investment Undertakings Intended for Qualified Investors.

As at 31 December 2022 UAB AEI Development which provides project management and consulting services to the Company had

10 employees. As at 31 December 2021 UAB JTPG which provided management and consulting services to the Company had 6 employees.

The Depository of the Company is AB SEB bankas, company code 112021238, registered office address: Konstitucijos pr. 24, Vilnius,

Lithuania.

The audit company of the Company is UAB KPMG Baltics, legal entity code 111494971, registered office address: Lvivo g. 101, Vilnius,

Lithuania.

Investments of the Company

The objective of the Company is to earn a return for the Company’s investors on investment in renewable energy infrastructure objects and

related assets. Renewable energy infrastructure objects and related assets include renewable energy powerplants, energy efficiency

projects, energy resource distribution and transmission networks and their storage facilities, etc.

By investing in infrastructure objects and related assets, the Company acquires equity and non-equity securities, which may also include

convertible bonds, movable and immovable properties.

The Company’s temporarily available funds may be invested into: (1) EU government bonds with a maturity not exceeding 3 years, liquid

and with an investment rating (by S&P or alternative certified rating agency), (2) deposits held in EU credit institutions with a maturity not

exceeding 1 year.

The Company may conclude derivative financial instrument transactions only for the purposes of risk management, thus seeking to hedge

the Company’s portfolio against potential adverse market changes.

Redemption of shares of the Company

Upon liquidation of the Company, firstly payments by the obligations to the Company's creditors are made, and after deductions are made,

the net assets are distributed to the Shareholders. Net assets are distributed equally and by the same conditions to all Shareholders by

redeeming the Company's issued shares. The Company's net assets are divided proportionately, by multiplying by the number of shares

held by the Shareholder, to the shareholding of each investor.

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II. Accounting Policy

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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been

consistently applied to all the years presented, unless otherwise stated.

1. Investment entity and principles of preparation of financial statements

Investment entity

Investors of the Company hold equity securities issued by the Company which are ordinary registered shares. The Company's management

concludes that the Company is an investment entity, regardless of its legal status, i.e., a limited liability company up until 16 December 2020

or closed-end company since 16 December 2020 up until the date of these financial statements, as it has three main components of the

definition of an investment entity:

- Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services

(investment services condition);

- Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment

income, or both (business purpose condition);

- Measures and evaluates the performance of substantially all its investments on a fair value basis (fair value condition).

Management has assessed that it complies with investment services condition as the Company’s solely goal is to collect pool of funds from

different investors and to provide returns from capital appreciation.

Subsidiaries

The Company has two types of subsidiaries. One type of subsidiary is a controlled subsidiary (hereinafter referred to as unconsolidated

subsidiary). In consolidated financial statements unconsolidated subsidiaries are measured at fair value through profit or loss and are not

consolidated in accordance with IFRS 10. Change of fair value of investment in a controlled subsidiary is recognized in statement of profit

or loss, the value is determined consistently with the fair value measurement principles as described in the accounting policy paragraph 12.

In separate financial statements investments in controlled subsidiaries are measured at fair value through profit or loss.

Second type of subsidiaries provide investment related services (investment advisory services, investment management services) to

investors and third parties (hereinafter referred to as consolidated subsidiary). They themselves are not investment subjects. In assessing

whether it meets the definition of an investment entity, the Company assesses whether the provision of services to third parties is a

secondary activity in relation to its main investment activity. In consolidated financial statements investments in subsidiaries that provide

services related to the Company's investment activities are consolidated. In separate financial statements investments in subsidiaries that

provide services related to the Company’s investment activities are measured at cost, less impairment losses, if any. At the end of each

financial year, Management Company of the Company, determines whether there is objective evidence that the investment in the subsidiary

is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount

of the subsidiary and its carrying value, and then recognizes the loss in the separate Statement of Profit or Loss and Other Comprehensive

Income for the period in which they are incurred.

Associates

Associates are described as entities in which the Company has significant influence, but not control or joint control. In consolidated financial

statements and separate financial statements, investments in associates that are part of the Company's investment portfolio are measured

at fair value through profit or loss, regardless of the Company having a significant influence on such entities.

Principles of preparation of financial statements

The financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS), as adopted by the

European Union (EU). These financial statements of the Company have been prepared in accordance with all effective requirements of IFRS

as at 31 December 2022.

The Company’s financial books and records are maintained separately from those of the Management Company according to the approved

chart of accounts. The Company should be in compliance with the Law on Collective Investment Undertakings Intended for Informed

Investors of the Republic of Lithuania (LCIUII).

II. Accounting Policy

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The financial statements are prepared based on the going concern principle and the assumption of continued operations in the near future.

According to the Company’s Prospectus and Articles of Association, the Company will operate until 5 February 2026 with the possibility of

extending its activities for another 2 years.

The values of the Company’s assets and liabilities, as well as all amounts shown in the financial statements are presented in euros.

Transactions denominated in foreign currencies are translated at the official exchange rate of the Bank of Lithuania valid at the date of the

transaction. Gains and losses resulting from the settlement of such transactions and from the translation of assets and liabilities

denominated in foreign currencies are recognized in the income statement. Such balances are translated at the exchange rate at the end of

the reporting period.

2. Principles of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary (hereinafter – the Group) as at

31 December 2022 and 31 December 2021. The consolidated financial statements only include financial statements of subsidiary that is

not an investment entity and whose main purpose and activities are providing services that relate to the investment entity’s projects

management activities.

The Company is considered to have control when:

- Has the power to manage the investee;

- Is entitled to a variable return on investment; and

- Has the power to affect return on investment.

The Company reassesses whether it controls an investee if the facts and circumstances indicate a change in one or more of the three

elements of control listed above.

Consolidation of a subsidiary begins when the Company acquires control of the subsidiary and ends when the Company loses control of

the subsidiary. The results of subsidiaries acquired or disposed of during the year are included in the Statement of Profit or Loss and Other

Comprehensive income from the date on which the Company obtains control until the date that the Company ceases to control the

subsidiary.

Where necessary, the financial statements of subsidiaries are adjusted to ensure consistency with the policies adopted by the Group.

All the Group’s assets and liabilities, equity, income, expenses, and cash flows related to transactions between Group members are

eliminated on consolidation.

Changes in the Group's share in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying

amounts of the Group and minority interests are adjusted to reflect changes in their relative interests in subsidiaries. Any difference between

the amount by which the minority interest is adjusted and the fair value of the consideration paid or received is recognized directly in equity

and attributed to the owners of the Group.

When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between

(i) the fair value of the consideration received and the Group's interest in the entity after the transaction and (ii) the previous carrying amount

of assets (including goodwill) minus the liabilities of the subsidiary and minority interests. All amounts previously recognized in other

comprehensive income relating to a subsidiary are accounted for as if the Group had directly transferred the related asset or liability of the

subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required / permitted by applicable IFRS). Any

investment retained in a former subsidiary after the transfer of ownership of the subsidiary is carried at fair value on initial recognition in

accordance with IFRS 9 Financial Instruments, or at cost of an associate.

IFRS 10 sets out principles of consolidation for investment entities. In its consolidated financial statements, an investment entity shall:

- consolidate any subsidiary that is not an investment entity and whose main purpose and activities are providing services that

relate to the investment entity’s investment activities and apply the requirements of IFRS 3 to the acquisition of any such

subsidiary; and

- measure all other investments in a subsidiary at fair value through profit or loss in accordance with IFRS 9.

3. Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the

consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree.

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For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the

proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in

administrative expenses.

Assets acquired and arising liabilities at the acquisition date are recognized at fair value, except for:

- Deferred tax assets or liabilities arising from the assets acquired and liabilities assumed in a business combination is measured

and recognized in accordance with IAS 12 "Income taxes";

- Liabilities (or assets, if any) related to the acquiree’s employee benefit arrangements is measured and recognized in accordance

with IAS 19 "Employee benefits";

- Liabilities or equity instruments related to payments for the acquiree's shares or payments for shares made to replace the

acquiree's share-based payments are measured in accordance with IFRS 2 "Share-based Payment" at the time of acquisition;

- Assets that are classified as held for sale in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued

Operations". Such assets are measured in accordance with IFRS 5.

Lease liabilities arising as at acquisition date are measured at the present value of the remaining lease payments in accordance with IFRS

16, as if the acquired leases were new leases at the acquisition date. Right-of-use assets acquired at the acquisition date are measured at

the same amount as the lease liabilities, adjusted to reflect favourable or unfavourable terms of the leases when compared with market

terms.

The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive

process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical

to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge,

or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or

scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

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

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

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for

non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of

the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified

all the assets acquired and all the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the

acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration

transferred, then the gain is recognised in profit or loss.

Goodwill is not amortized but it is reviewed for impairment at least annually. For the impairment testing, goodwill is allocated to each cash-

generating unit (or group of cash-generating units) of the Company. Cash-generating units to which goodwill has been allocated are tested

for impairment annually or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of a cash-

generating unit is less than it carrying amount, the impairment loss is allocated first to reduce the carrying amount of goodwill allocated to

the unit and then to other assets in proportion to its carrying amount. Impairment losses on goodwill are not reversed in a subsequent

period. When a cash-generating unit is sold, the amount of goodwill allocated is included in determining the gain or loss on sale.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the

Group presents preliminary amounts for items for which the accounting is incomplete. These provisional amounts are adjusted during the

measurement period or additional assets or liabilities are recognized to reflect new information received about facts and circumstances

that existed at the acquisition date that would have affected the amounts recognized at the acquisition date.

When the Group acquires shares of a new entities, management considers the substance of the assets and activities of the acquired entity

in determining whether the acquisition represents the acquisition of a business or assets. Where acquisitions of shares of new entities are

not determined to be an acquisition of a business, they are not treated as business combinations, but as asset acquisitions.

4. Income recognition

The Group's financial income include interest income and increases in fair value of financial assets at fair value through profit or loss.

Interest income is accrued over the period, taking into account the outstanding portion and the applicable effective interest rate, which

accurately discounts the estimated future cash inflows over the estimated useful life of the financial asset to its net carrying amount.

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5. Expense recognition

Expenses are decreases in assets, or increases in liabilities, that result in decreases in equity. Expenses are recognised on an accrual basis

as they are recognized when incurred, regardless of when the cash is disbursed. The cost is usually estimated by the amount of money paid

or payable, excluding VAT. In cases where a long (over 1 year) settlement period and interest are not allocated, the cost is estimated by

discounting the settlement amount at the market interest rate.

The Company’s Management Fee, Depository service fees, auditors’ fees, Company’s incorporation (business structuring) costs, investment

object acquisition, management and sale costs, costs of financial institutions, remuneration to the Company’s property valuators,

Company’s accounting, fees of NAV calculation and share value determination services, currency exchange fees, costs of hedging with

currency exchange and interest rate swaps, litigation costs, costs related to loans obtained on behalf of the Company exceeding income

from loans granted on behalf of the Company to its SPV, fees for the management of the Company’s securities and other accounts, fees

for the safekeeping of the Company’s securities, fees for the management of the Shareholders’ personal securities accounts, costs of

execution, registration and deregistration of security instruments, costs of enforced recovery, state and municipal fees and charges, costs

of preparation, translation and presentation of information on the Company, costs of preparation and revision of the Articles of Association,

the Prospectus and the Key Investor Information Document, consultancy costs, notary fees, costs of registration and legal services, costs

of insurance for the persons of the Management Company responsible for the Company’s activities, costs incurred by the Investment

Committee in connection with the Company’s activities, and the Company’s presentation costs shall be covered from the Company’s assets.

All deductions to the Management entity and the depository are recognized on accrual basis.

6. Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if

the Company has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the

obligation can be estimated reliably.

7. Income tax

The calculation of income tax is based on the annual profit, considering the deferred income tax. Income tax is calculated in accordance

with the requirements of the tax laws of the Republic of Lithuania.

The corporate income tax rate applicable to companies of the Republic of Lithuania is 15%.

Tax losses may be carried forward for an indefinite period, except for losses arising from the transfer of securities and / or derivatives. Such

a transfer is terminated if the Company ceases to carry on the activities that caused the loss unless the Company ceases to carry on the

activities for reasons beyond its control. Losses from the transfer of securities and / or derivatives can be carried forward for 5 years and

covered only from the profit of the same type of transactions. The amount of deductible tax losses carried forward may not exceed 70% of

the amount of taxable profit for the reporting year.

Deferred tax is provided using the balance sheet liability method. Deferred tax reflects the net tax effects of temporary differences between

the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax

assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled,

based on tax rates that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax assets are recognized in the statement of financial position to the extent that it is probable that future taxable profits will be

available against which the asset can be utilized. If it is probable that part of the deferred tax will not be realized, this part of the deferred tax

is not recognized in the financial statements.

Based on the provisions of the Law on Corporate Income Tax of the Republic of Lithuania, income of collective investment undertakings is

non-taxable, and expenses are non-deductible accordingly.

8. Issued capital

The Company classifies financial instruments issued as financial liabilities or equity instruments in accordance with the substance of the

contractual terms of the instruments.

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Some financial instruments include a contractual obligation for the issuing entity to deliver to another entity a pro rata share of its net assets

only on liquidation based on the IAS 32. The obligation arises because liquidation either is certain to occur and outside the control of the

entity (for example, a limited life entity) or is uncertain to occur but is at the option of the instrument holder. As an exception to the definition

of a financial liability, an instrument that includes such an obligation is classified as an equity instrument if it has all the following features:

a) It entitles the holder to a pro rata share of the entity’s net assets in the event of the entity’s liquidation. The entity’s net assets are

those assets that remain after deducting all other claims on its assets. A pro rata share is determined by:

- dividing the net assets of the entity on liquidation into units of equal amount; and

- multiplying that amount by the number of the units held by the financial instrument holder.

b) The instrument is in the class of instruments that is subordinate to all other classes of instruments. To be in such a class the

instrument:

- has no priority over other claims to the assets of the entity on liquidation, and

- does not need to be converted into another instrument before it is in the class of instruments that is subordinate to all other

classes of instruments.

c) All financial instruments in the class of instruments that is subordinate to all other classes of instruments must have an identical

contractual obligation for the issuing entity to deliver a pro rata share of its net assets on liquidation.

Further, for an instrument to be classified as an equity instrument, in addition to the instrument having all the above features, the issuer

must have no other financial instrument or contract that has:

a) total cash flows based substantially on the profit or loss, the change in the recognised net assets or the change in the fair value

of the recognised and unrecognised net assets of the entity (excluding any effects of such instrument or contract); and

b) the effect of substantially restricting or fixing the residual return to the instrument holders.

For the purposes of applying this condition, the Company shall not consider non-financial contracts with a holder of an instrument described

in paragraphs above that have contractual terms and conditions that are like the contractual terms and conditions of an equivalent contract

that might occur between a non-instrument holder and the issuing entity. If the entity cannot determine that this condition is met, it shall not

classify the instrument as an equity instrument.

Respectively, the Company does not hold any other instruments that would meet the criteria described above, as the Company only issued

equal shares which shall be redeemed upon the liquidation. Redemption of the shares as at liquidation date does not have any restrictions

as all the remaining funds shall be distributed to the Shareholders by principles applied in the paragraphs above. Finally, no other side

contracts, beside the share purchase agreements exist between the Company and the Shareholders.

The Company's shares meet the conditions listed above and all the shares are classified as equity, since all amount of the equity is subject

to repurchase that entity will make in the future – carrying amount attributable to single class of owners.

The redemption of the Company's shares is restricted. During the period of operation of the Company, the shares of the Company are held

by the Shareholders and will not be redeemed on demand. The shares will be redeemable at the Company's general meeting of Shareholders

by the decision of the meeting in proportion to all Shareholders. The Company's shares are also redeemed during the Company's liquidation

procedure.

The Company's shares may be redeemed during the Company's operations if:

- the Company has free funds that it does not intend to invest in;

- the decision of the General Meeting of Shareholders to reduce the issued capital of the Company and to pay out funds to the

Shareholders or the Company to acquire its own shares.

Upon payment of the Company's funds to the Shareholders, the Company's funds are paid to the Shareholders in accordance with the

procedure for reduction of the issued. After the reduction of issued capital Shareholders are paid an amount proportional to the par value of

their shares.

When the liquidation of the Company is carried out, the shares shall be redeemed by distribution during the liquidation procedure Company's

assets remaining after settlement with the Company's creditors to the Shareholders. The distribution of assets is performed by liquidator

of the Company, who may be appointed as the management Company.

In order to pay free funds to the Shareholders during the period of operation of the Company, in accordance with the relevant resolution of

the General Meeting of Shareholders, in accordance with the procedure, the Company may arrange and carry out the acquisition of its own

shares from the Shareholders.

The total nominal value of the acquired shares together with the nominal value of shares already held may not be greater than 1/10 of the

issued capital. The Company ensures equal opportunities for all Shareholders to transfer to the Company of shares. The maximum and

minimum purchase price of the shares, considering the last calculated NAV is determined by the General Meeting of Shareholders. The term

II. Accounting Policy

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within which the Company may acquire own Shares may not exceed 12 months. Resolution of the General Meeting of Shareholders

regarding the acquisition of shares may be cancelled by another decision of the General Meeting of Shareholders, if the market special

circumstances arise, such as the economic crisis, the deterioration of the Company's operating conditions, geopolitical shocks etc.

The current amount of equity represents the amount that would be paid to shareholders if redemption or repurchase is executed as of

reporting date. The value of the financial instruments is determined by incorporation of fair value of investment instruments where

discounted cash flow valuation techniques are used.

9. Financial assets

Initial recognition and measurement

Financial assets are recognized into accounting records when the Company grants or acquires the right to receive cash or other financial

assets. Planned transactions, guarantees and warranties obtained are not recognised as the Company’s assets until they comply with the

definition of financial assets. The Company initially recognises regular-way transactions in financial assets at fair value on the trade date,

which is the date on which the Company becomes a party to the contractual provisions of the instrument. Other financial assets are

recognised on the date on which they are originated.

Financial assets are classified into the following specified categories: financial asset at amortised cost, financial assets at fair value through

other comprehensive income, financial assets at fair value through profit or loss.

After initial recognition, financial assets are classified into the afore-mentioned categories based on the business model the Company

applies when managing its financial assets. The business model applied to the group of financial assets is determined at a level that reflects

how all groups of financial assets are managed together to achieve a particular business objective of the Company The intentions of the

Company’s management regarding separate instruments have no effect on the applied business model. The Group may apply more than

one business model to manage its financial assets.

The business model for managing financial assets is a matter of fact and not merely an assertion. It is typically observable through the

activities that the Company undertakes to achieve the objective of the business model. In determining the business model applicable for

managing financial assets, the Company justifies its decision not by a single factor or activity, but in view of all relevant evidence that is

available at the date of the assessment.

The Company recognises a financial asset in its statement of financial position when, and only when, the Company becomes party to the

contractual provisions of the instrument. The purchase or sale of financial assets is recognised and derecognised, as applicable, using trade

date accounting.

At initial recognition, the Company measures financial assets at fair value, except for trade receivables that do not have a significant

financing component. At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not

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

Transaction costs comprise all charges and commission that the Company would not have paid if it had not entered into an agreement on

the financial instrument.

Subsequent measurement

For the purpose of financial measurement financial assets are classified into the following categories:

- financial assets at amortised cost;

- financial assets at fair value through profit or loss;

- financial assets at fair value through comprehensive income.

Financial assets measured at amortised cost

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

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

flows;

b) 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.

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Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment.

Interest rate revenue is recognized using the EIR and gains and losses are recognised in profit or loss when the asset is derecognised,

modified, or impaired.

As the business model for the Company‘s other financial assets (except investments assets measured at fair value through profit and loss

(next section)) is held to collect contractual cash flows and they are solely payments of principal and interest, other financial assets are

measured at amortised cost. They comprised trade and other receivables, cash, and cash equivalents.

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

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

as “other income” in the statement of comprehensive income. Any gain or loss arising on derecognition is recognised directly in profit or

loss. Impairment losses are presented as separate line item in the statement of comprehensive income.

The Group holds restricted cash to provide bank guarantees and to confirm that subsidiaries would perform their obligations under

agreements related with investing in solar and wind farm infrastructure (refer to Note 3). Restricted cash refers to cash and cash equivalents

balances held by the Group that are not available for general use by the Group. Restricted cash to provide financial guarantees is

subsequently measured at amortised cost and is subject to impairment.

For the year ended 31 December 2022, financial assets subsequently measured at amortised cost include restricted cash for guarantees,

prepayments, other receivables and cash and cash equivalents.

Financial assets measured at fair value through profit and loss

The Company has three main components of the definition of an investment entity, therefore is an investment entity since it was established

and according to the IFRS 10 measures and evaluates the performance of substantially all its investments on a fair value basis (fair value

condition).

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. The mandatory

classification includes:

- financial assets that are held in a business model other than held to collect contractual cash flows, including those, that 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.

The Company’s solely goal is to collect pool of funds from different investors and to provide returns from capital appreciation. The business

model of the Company is to manage investment into subsidiaries together with loans granted to subsidiaries as one portfolio and evaluate

their performance on a combined fair value basis. Therefore, the portfolio is neither held to collect contractual cash flows nor held both to

collect contractual cash flows and to sell financial assets. Consequently, such portfolio of financial assets is measured at fair value through

profit or loss.

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 the statement of profit or loss.

IFRS 13 sets out a list of valuation approaches and techniques that can be used in order to determine fair value of a financial instrument.

Valuation approaches include market approach, income approach and combinations of approaches. Market approaches include valuations

techniques like transaction price paid for an identical or a similar instrument of an investee and comparable company valuation multiples

technique. Income approach includes valuation techniques like discounted cash flows method, dividend discount model, capitalisation

model. An example of combination of approaches is adjusted net asset method.

As at 31 December 2022 and 31 December 2021, the Company has investments in equity and debt instruments of subsidiaries and

associated that are recognized and subsequently measured at fair value. The fair value of investments is determined based on valuation

reports prepared by independent assessor that uses income and asset approaches. As at 31 December 2022 and 31 December 2021, the

Company also has other receivables that are measured at fair value which is determined using income approach and discounted cash flow

valuation method.

Loans and receivables are classified as current assets unless they have a maturity of more than 12 months after the statement of financial

position date. In the latter case, they are classified as non-current assets.

Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. The term of

such investments does not exceed three months and the risk of changes in value is very small. The carrying amount of this asset

approximates its fair value.

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Derecognition of financial assets

Financial assets are derecognised when:

- the rights to cash flows of the asset have expired;

- the Company has retained the right to the cash flows but has undertaken to pay the full amount to a third party under the

assignment agreement within a short period of time;

- the Company has transferred its right to receive cash inflows from the assets or has transferred substantially all the risks and

rewards of ownership of the financial assets or has neither transferred nor retained substantially all the risks and rewards of

ownership but has transferred control of the assets.

When the Company transfers rights to the cash flows of an asset but neither transfers nor retains the risks and rewards of ownership of the

asset and does not transfer control of the asset, the asset is recognized to the extent that the Company is still a party to the asset.

Impairment of financial assets

Impairment requirements are applied to recognise lifetime expected credit losses for all financial instruments for which there have been

significant increases in credit risk since initial recognition. If the credit risk on a financial instrument has not increased significantly since

initial recognition, an entity measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit

losses (ECL).

The Management Company constantly monitors the Company’s risk profile, indicators, and its compliance with intended limits.

For the Investment assets at fair value through profit or loss, other receivables, the Company applies the low credit risk simplification. At

reporting date, the Company evaluates whether the debt instruments are considered to have low credit risk using all reasonable and

supportable information that is available without undue cost and effort. The Company considers that there has been significant increase in

credit risk when contractual payments are more than 30 days past due. The Company’s Investment assets at fair value through profit or

loss comprise of acquired subsidiaries and associate’s bonds, granted loans to subsidiaries and associates.

The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the

Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely

to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.

The Company assesses on a forward-looking basis the expected credit loss associated with its financial assets carried at amortised cost.

The impairment methodology applied depends on whether there has been a significant increase in credit risk.

The Group uses the following models to determine impairment losses:

- general model (basic);

- simplified model for trade receivables.

ECL is calculated using the “three-stage” model (the “general model”) for impairment:

Stage 1

Includes financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the

reporting date. For these assets, 12-month ECL are recognised and interest revenue is calculated on the gross carrying amount of the asset

(that is, without deduction for credit allowance). 12-month ECL are the expected credit losses that result from default events that are possible

within 12 months after the reporting date. It is not the expected cash shortfalls over the 12-month period but the entire credit loss on an

asset weighted by the probability that the loss will occur in the next 12 months.

Stage 2

Includes financial instruments that have had a significant increase in credit risk (SICR) since initial recognition (unless they have low credit

risk at the reporting date) but that do not have objective evidence of impairment. For these assets, lifetime ECL are recognised, but interest

revenue is still calculated on the gross carrying amount of the asset. Lifetime ECL are the expected credit losses that result from all possible

default events over the expected life of the financial instrument.

Stage 3

Includes financial assets that have objective evidence of default at the reporting date. For these assets, life of ECL and interest income are

calculated on the net carrying amount. ECL for trade receivables which do not have a significant financial component is stated over all debt

period. The Group applies a simplified model for impairment of trade receivables.

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For trade and other receivables, prepayments, the Group applies the simplified approach permitted by IFRS 9, which requires expected

lifetime losses to be recognised from initial recognition of the receivables.

Trade and other receivables, prepayments are classified either to Stage 2 or Stage 3. The Company’s cash and cash equivalents are held

with well-established credit institutions with a low credit risk profile and classified in stage 1.

10. Financial liabilities

The Company recognises a financial liability when it first becomes a party to the contractual rights and obligations in the contract.

All financial liabilities are initially recognised at fair value, minus transaction costs that are directly attributable to issuing the financial liability.

The Company classifies all financial liabilities as subsequently measured at amortised cost using the effective interest method, except for

financial liabilities at fair value through profit or loss. Such liabilities are subsequently measured at fair value. The effective interest method

is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective

interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where

appropriate) a shorter period, to the net carrying amount on initial recognition. Interest rate expenses are recognized using the EIR.

For the year ended 31 December 2022, financial liabilities subsequently measured at amortised cost include bonds issued, loans received,

trade and other payables. For the year ended 31 December 2022, the Group does not have financial liabilities measured at fair value through

profit or loss.

Trade payables

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

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

if longer). Financial liabilities included in trade payables are recognised initially at fair value and subsequently at amortised cost. The fair

value of a non-interest-bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, discounting

is omitted.

Borrowings

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

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

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

Derecognition of financial liabilities

A financial liability is derecognised when the obligation is discharged or cancelled or expires. When one existing financial liability is replaced

by another liability to the same lender but on different terms, or when the terms of an existing liability are substantially changed, such a

change is treated as a termination of the original liability and the creation of a new liability. The difference between the respective carrying

amounts is recognized in the income statement.

11. Methods and assumptions of asset and liability estimates, periodicity of

investment revaluation

The financial statements include the fair value of the Company's assets at the end of the reporting year.

The fair value hierarchy based on IFRS 13 is used to determine fair value in a more consistent and comparable manner. All assets and

liabilities whose fair value is determined or disclosed in the financial statements are classified according to a fair value hierarchy based on

the significant lowest level data used to determine fair value:

- Level 1 – the same assets or liabilities quoted (unadjusted prices in active markets);

- Level 2 – valuation techniques that directly or indirectly monitor the lowest level inputs that are significant in determining fair

value;

- Level 3 – valuation techniques that do not observe the lowest level inputs that are significant in determining fair value.

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For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines 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.

As at 31 December 2022 and 31 December 2021 the carrying amount of the Company's assets and liabilities is close to their fair value –

Level 3 valuation methodology.

Investments in equity and debt instruments that are not traded on trading venues are valued based on the valuation carried out by an

independent business valuator entitled to practice this activity. Equity and debt instruments that are not traded on trading venues are valued

at least once per year provided that no material economic changes that require a new valuation have occurred.

The fair value of cash and cash equivalents in credit institutions is equal to their nominal value.

Methods, process, and inputs for valuation of financial assets

Fair value of the Company's financial assets is determined based on the valuation reports submitted by the independent business assessor

who has the right to carry out a valuation and meets the criteria laid down in the Company’s incorporation documents.

The fair value of the Company's investments in equity and debts instruments is measured by an aggregated basis. Fair value measurement

when an investment entity holds both debt and equity shares in investee – the Company is an investment entity as defined in IFRS 10.

Among other investments, it holds both a controlling interest in equity shares and a debt instrument issued by the subsidiaries. From a

business strategy perspective, and in a manner consistent with standard practice in its industry, The Company evaluates the performance

of its investments in subsidiaries and makes acquisition and disposal decisions on an aggregate basis rather than by considering the shares

and debt separately. When it holds both a controlling interest in the shares of a subsidiary and debt issued by that subsidiary, the Company

rarely, if ever, disposes of one instrument without also disposing of the other as this ensures that its return on investment is maximised.

Neither the debt nor the equity shares are traded in an active market.

In the specific circumstances described above (subsidiary interest and debt), measuring the interest in shares and debt as a single unit of

measurement would be appropriate. Such a transaction might involve Companying assets in a way in which market participants would enter

a transaction, if the unit of account in other IFRS does not prohibit that Companying. Because IFRS 9 does not specifically prohibit

measurement of the instruments on an aggregate basis, it is appropriate to consider how fair value would be maximised. In the

circumstances described, this may be through disposal of all the Company's interests in subsidiaries if this is how market participants would

transact.

Since the Group measures the fair value of its investments in a subsidiary on an aggregated basis, aggregated fair value is allocated to the

individual financial instruments. The allocation of the aggregated fair value of the subsidiary is allocated to the Group's investments in equity

and debt instruments issued by the subsidiaries and associated in the following manner:

- Independent assessors that prepare valuation reports based on which fair value of investments is determined calculate market

value of the business;

- Methods that are used to determine market value of subsidiaries and associates of the Company are as follows:

- Income Approach;

- Asset Approach.

- Valuation method of income approach is applied when the equity value is related to generation of future positive income streams.

The underlying assumption of income approach is that an investor in a business will not pay more than the present value of future

income streams that the business will generate. The present value of the business is assessed by discounting a series of future

expected income streams to present value or by capitalizing a single current, historic or projected level of annual income.

- Valuation method of asset approach is applied when the value of a business is determined not so much by the activities carried

out as by the assets held. Under this approach, the value of a business is determined by deducting liabilities from the company's

assets, where both assets and liabilities are adjusted to their market values.

- In the valuation report dated 23 December 2022 with the valuation of assets as of 31 October 2022, income approach was

selected by an independent appraiser as a valuation method for investments in subsidiaries Energy Solar Projekty sp. z o. o., PV

Energy Projects sp. z o. o., PL Sun sp. z o. o. and associates UAB Žaliosios investicijos and UAB Saulės energijos projektai. Income

approach and Discounted Cash Flow (DCF) method was selected by an independent appraiser for the valuation of investments in

mentioned subsidiaries and associates as development of projects of these entities were started, were in further development

stages and for some operating activities already started. Net asset approach was selected as a valuation method for investments

in subsidiaries UAB Atelda, UAB Rineila, UAB Nimela, UAB JTPG, UAB AEI Development and associates UAB Ekoelektra, UAB KNT

Holding and Zaļais Spēks SIA. Net asset approach was selected by an independent appraiser for the valuation of investments in

II. Accounting Policy

| 23

mentioned subsidiaries and associates as entities did not have significant operations or their projects were at an early stage of

development at valuation date. Valuation assumptions and sensitivity analysis for investments of the Group is further disclosed

in the Note 2 of the Notes to Consolidated Financial Statements;

- In the valuation report dated 18 February 2022 with the valuation of assets as of 31 October 2021, income approach was selected

by an independent appraiser as a valuation method to determine market value of associate UAB Saulės energijos projektai.

Income approach and Discounted Cash Flow (DCF) method was selected by an independent appraiser for the valuation of

investments in associate as it generated cash flows from its main activities. DCF method is based on present value calculations

of expected cash flows projected over a specific period and including terminal value (residual value). Independent assessor

determines the type of cash flow, a time horizon, assumptions for the projections and an appropriate discount rate. Asset-based

approach was selected as a valuation method to determine market value of subsidiaries Energy Solar Projekty sp. z o. o. and PV

Energy Projects sp. z o. o. Asset-based approach was selected by an independent appraiser for the valuation of investments in

subsidiaries as both of the subsidiaries are holding companies that have subsidiaries themselves, therefore key components of

the value of the Company's subsidiaries are assets. In order to determine fair value of the Group‘s investments in subsidiaries

combination of asset approaches are used, as the value of a business derives from its assets rather than its operations. Valuation

assumptions and sensitivity analysis for investments of the Company is further disclosed in the Note 2 of the Notes to

Consolidated Financial Statements.

Terms of the valuation methods, not the valuation methods itself, used in the valuation of assets as of 31 October 2022 and 31 October

2021 may differ.

Input information that is used to determine fair value of the Group‘s investments in subsidiaries and associate include financial and other

data of the subsidiaries and associates of the Company, financial forecasts of the Company’s operations, legal documents, other

information.

12. Significant accounting estimates and judgements

The preparation of consolidated financial statements in conformity with International Financial Reporting Standards requires management

to make certain assumptions and estimates that affect the reported amounts of assets, liabilities, income and expenses and the disclosure

of uncertainties. Future events may change the assumptions used in making the estimates. The effect of changes in such estimates will be

recognized in the financial statements when determined. Sensitivity analysis for investments of the Company is further disclosed in the

Note 2 of the Notes to Consolidated Financial Statements.

Investment entity and determination of fair value

Management has assessed that the Company has three main components of the definition of an investment entity, therefore is an

investment entity since it was established, regardless of its legal status. Based on the Management's judgement, the Company:

- Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services

(investment services condition);

- Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment

income, or both (business purpose condition);

- Measures and evaluates the performance of substantially all its investments on a fair value basis (fair value condition).

Management has assessed that it complies with investment services condition as the Company’s solely goal is to collect pool of funds from

different investors and to provide returns from capital appreciation.

Management has assessed that it complies with business purpose condition as the Company's solely goal is to collect pool of funds from

different investors and to provide returns from capital appreciation. Before the Company became a closed-end investment entity, investors

invested in the Company through the Company's sole Shareholder, which then provided collected funds to the Company via share capital

or lending commitments. As mentioned in the General part I, as investments to the renewables sector have shown an extensive growth

potential the decision was made to transform the Company into a separate closed-end collective investment entity to provide investors an

instrument to invest directly into renewable energy sector. As a closed-end investment entity, the Company has a prospectus which provides

details about shares (most important aspect – net asset value per share) offering to the public. In addition, investment company distributes

annual and quarterly reports to its investors, which contains information such as:

- Investment company data (net asset value, net asset value per share, net internal rate of return calculated from the start of fund,

number of investors, etc.);

- Key events of the period – mainly containing activities such as new investments, possible investing opportunities;

II. Accounting Policy

| 24

- Company‘s investments;

- Other information.

Management has assessed that it complies with fair value condition since the Company was established, regardless of its legal status, as

the fair value of the Company's investments is assessed twice a year by reputable external business appraiser and the Company also

provides annual and quarterly reports to its investors and to the Bank of Lithuania which contains fair value information of all investments

made by the Company.

Additionally, The Company’s net assets are calculated in accordance with the NAV calculation methodology approved by the Bank of

Lithuania and the Management Company's NAV calculation procedures. The Company's Articles of Association stipulate that the fair value

of assets and liabilities is determined based on market-monitored transactions or market information. In the absence of observable market

transactions and market information related to assets and liabilities, fair value is determined using valuation techniques.

The determination of fair value in all cases pursues the same objective, which is to calculate the amount for which a counterparty may sell

assets or services or transfer a liability to each other under normal market conditions at the measurement date.

Term of operation of the Company is specified in the prospectus as 5 years with the possibility of extension for 2 additional years. Before

maturity all investments will be disposed as the Company will seize to exist. Therefore, this confirms that the Company does not plan to

hold its investments indefinitely.

Assumptions that were used to measure the Group’s investments in subsidiaries and associates at fair value and sensitivity analysis of fair

value of investments of the Group are presented in Note 2. The fair value of the Group's investments was determined based on valuation

reports prepared by an independent appraiser.

It is an accounting estimate made based on significant judgement by the Management of the Company. The Company carefully monitors

the market interest rates, therefore fixed interest rates that are determined in the bond and loan agreements the Company has concluded

with its subsidiaries, associates or external / third parties are set considering the interests rates that are applicable in the market at the time

of undertaking the liability.

Leases

The Group has assessed lease contracts in accordance with requirements of IFRS 16.

As at 31 December 2022, the Group has signed a lease contract of business premises. The Group has assessed that right-of-use assets

and lease liabilities will not be recognized in regards to signed lease contract as in accordance with requirements of IFRS 16 recognition

exemption is applied. Lease contract of business premises signed on 1 October 2022 is signed for a lease term ending 31 August 2023. As

lease term is less than 12 months, it can be concluded that a lease is a short-term lease and the Group elects to apply recognition exemption

in accordance with IFRS 16 requirements.

As at 31 December 2021, the Company has a contract on reimbursement of costs signed with the management company based on which

it compensates office maintenance costs in order to have available workspaces for its employees in the office of the Management Company.

The Company compensates such costs as rent, electricity, cleaning and other utility costs incurred in relation to maintaining workplaces in

the office. As the contract does not specify granting the right to control use of the asset and does not specify period, the Company concludes

that contract does not comply to definition of a lease. Reimbursable costs are recognized as office maintenance expenses in statement of

profit or loss.

13. Application of new and revised International Financial Reporting Standards

Standards issued but not yet effective and not early adopted

The following standards, amendments and interpretations are not yet applied for the reporting periods ending on 31 December 2022 and

are not relevant to the preparation of these financial statements. The following are standards that may be relevant to the Group. The Group

does not plan in advance to apply the amendments and clarifications to the standards listed below.

The following amendments are not expected to have a significant impact on the Company's financial statements.

IFRS 17 Insurance Contracts

The standard is effective for annual periods beginning on or after 1 January 2023 with earlier application permitted, provided the entity also

applies IFRS 9 Financial Instruments on or before the date it first applies IFRS 17. This is a comprehensive new accounting standard for

insurance contracts, covering recognition and measurement, presentation and disclosure. IFRS 17 applies to all types of insurance contracts

issued, as well as to certain guarantees and financial instruments with discretional participation contracts.

II. Accounting Policy

| 25

The Group does not issue contracts in scope of IFRS 17; therefore its application does not have an impact on the Group’s financial

performance, financial position or cash flows.

IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments)

The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments

provide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1

replace the requirement to disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. Also,

guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making

judgements about accounting policy disclosures.

Management has estimated that the amendments will not affect the Group.

IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments)

The amendments become effective for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted and

apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments

introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement

uncertainty, if they do not result from a correction of prior period error. Also, the amendments clarify what changes in accounting estimates

are and how these differ from changes in accounting policies and corrections of errors.

Management has estimated that the amendments will not affect the Group.

IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments)

The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments

narrow the scope of and provide further clarity on the initial recognition exception under IAS 12 and specify how companies should account

for deferred tax related to assets and liabilities arising from a single transaction, such as leases and decommissioning obligations. The

amendments clarify that where payments that settle a liability are deductible for tax purposes, it is a matter of judgement, having considered

the applicable tax law, whether such deductions are attributable for tax purposes to the liability or to the related asset component. Under

the amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal taxable and

deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or decommissioning liability and

decommissioning asset component) give rise to taxable and deductible temporary differences that are not equal.

Management has estimated that the amendments will not affect the Group.

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

The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted, and will

need to be applied retrospectively in accordance with IAS 8. The objective of the amendments is to clarify the principles in IAS 1 for the

classification of liabilities as either current or non-current. The amendments clarify the meaning of a right to defer settlement, the

requirement for this right to exist at the end of the reporting period, that management intent does not affect current or non-current

classification, that options by the counterparty that could result in settlement by the transfer of the entity’s own equity instruments do not

affect current or non-current classification. Also, the amendments specify that only covenants with which an entity must comply on or

before the reporting date will affect a liability’s classification. Additional disclosures are also required for non-current liabilities arising from

loan arrangements that are subject to covenants to be complied with within twelve months after the reporting period. The amendments

have not yet been endorsed by the EU.

Management has estimated that the amendments will not affect the Group.

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

The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The

amendments are intended to improve the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and

leaseback transaction in IFRS 16, while it does not change the accounting for leases unrelated to sale and leaseback transactions. In

particular, the seller-lessee determines ‘lease payments’ or ‘revised lease payments’ in such a way that the seller-lessee would not recognise

any amount of the gain or loss that relates to the right of use it retains. Applying these requirements does not prevent the seller-lessee from

recognising, in profit or loss, any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendment

retrospectively in accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application, being the

beginning of the annual reporting period in which an entity first applied IFRS 16. The amendments have not yet been endorsed by the EU.

Management has estimated that the amendments will not affect the Group.

II. Accounting Policy

| 26

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

The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the

sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a

full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is

recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. 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 amendments have not yet been endorsed by the EU.

Management has estimated that the amendments will not affect the Group.

| 27

III. Notes

| 28

1. Asset acquisitions

On 4 July 2022, the Company acquired 100% of the shares of UAB AEI Development from the previous owner. At the time of the acquisition,

the company acquired did not carry out any activities. The sole purpose of the company acquired is to provide project management and

consulting services to the Company. At the time of acquisition, the Group considers that acquisition of entity does not represent the

acquisition of a business, therefore it is presented as an asset acquisition. The fair value of the net assets of the acquired company at the

acquisition date is given below:

	4 July 2022
Assets
Cash and cash equivalents	2
Total net assets at fair value	2
Acquisition price	2

The acquisition price for shares of the company acquired is equal to the fair value of the net assets of the company.

2. Investment assets at fair value through profit or loss

The Company meets the definition of an investment entity, therefore it does not consolidate its subsidiaries and associates (except

management entity UAB AEI Development) but recognizes them as investments at fair value through profit or loss. Further, the Company

holds both controlling interest in equity shares and debt instrument issued by the subsidiaries and associates. From a business strategy

perspective, the Company rarely, if ever, would enter a transaction to sell one financial asset, e.g., equity shares, without the other, e.g., debt

instrument. In addition, neither the debt nor the equity shares are traded in an active market. The Company's investments in loans granted

is not a Company's separate substantial operating activity but are granted for the sole purpose of capital appreciation purposes in

accordance with IFRS 10. Therefore, the Company aggregates its investments in subsidiaries and associates as a one financial asset in

order to best present the fair value of the investment as a whole. The Group’s and the Company's aggregated financial assets at a fair value

are presented in the table below:

Group and Company
	31 December 2022	31 December 2021
Energy Solar Projekty sp. z o. o.
Initial investment in shares	1	1
Long term loan granted	14 950	14 950
Interest on loan granted	3 209	2 860
Fair value adjustment on investments in shares	5 354	8 858
Total investment in equity and debt instrument	23 514	26 669
PV Energy Projects sp. z o. o.
Initial investment in shares	1	1
Long term loan granted	44 024	7 365
Interest on loan granted	2 501	420
Fair value adjustment on investments in shares	2 752	5 990
Total investment in equity and debt instrument	49 278	13 776
PL Sun sp. z o. o.
Initial investment in shares	3	-
Long term loan granted	13 230	-
Interest on loan granted	790	-
Fair value adjustment on investments	(1 257)	-
Total investment in equity and debt instrument	12 766	-
UAB Atelda
Initial investment in shares	3	-
Fair value adjustment on investments in shares	(3)	-
Total investment in equity and debt instrument	-	-

III. Notes

| 29

Group and Company

(Continued)

	31 December 2022	31 December 2021
UAB Nimela
Initial investment in shares	4	-
Bonds principal acquired	3 010	-
Bonds interest accrued	167	-
Fair value adjustment on investments	(187)	-
Total investment in equity and debt instrument	2 994	-
UAB Rineila
Initial investment in shares	3	-
Fair value adjustment on investments in shares	(3)	-
Total investment in equity and debt instrument	-	-
UAB JTPG
Initial investment in shares	3	-
Fair value adjustment on investments in shares	11	-
Total investment in equity and debt instrument	14	-
Total investment in Subsidiaries	88 566	40 445
UAB Saulės energijos projektai
Initial investment in shares	1 504	1 504
Fair value adjustment on investments in shares	(1 012)	(506)
Total investment in equity and debt instrument	492	998
UAB Žaliosios investicijos
Initial investment in shares	7 210	1
Bonds principal acquired	22 775	24 625
Bonds interest accrued	41	136
Fair value adjustments on investment	22 920	(34)
Total investment in equity and debt instrument	52 946	24 728
UAB Ekoelektra
Initial investment in shares	1	3
Bonds principal acquired	331	593
Bonds interest accrued	34	32
Fair value adjustments on investment	(325)	(118)
Total investment in equity and debt instrument	41	510
Zalais Speks SIA
Initial investment in shares	1	-
Long term loan granted	203	-
Interest on loan granted	17	-
Fair value adjustments on investment	(159)	-
Total investment in equity and debt instrument	62	-
UAB KNT Holding
Initial investment in shares	1	-
Bonds principal acquired	2 991	-
Bonds interest accrued	66	-
Fair value adjustment on investments	(257)	-
Total investment in equity and debt instrument	2 801	-
Total investment in Associates	56 342	26 236
Total investment assets at fair value through profit or loss	144 908	66 681

III. Notes

| 30

Movements in the fair value of the Group’s and Company's investments in equity and debt instruments of subsidiaries and associates for

the financial year ended 31 December 2022 are presented in the table below:

Group and Company

	Fair value as at	Acquisition of		Increase	Fair value as at
	1 January	asset (+) / Sale	Interest paid	(decrease) in	31 December
	2022	of asset (-)		fair value of	2022
				assets
Investments in equity and debt instruments of subsidiaries:
Energy Solar Projekty sp. z o. o.	26 669	-	(939)	(2 216)	23 514
PV Energy Projects sp. z o. o.	13 776	36 659	-	(1 157)	49 278
PL Sun sp. z o. o.	-	13 233	-	(467)	12 766
UAB Atelda	-	3	-	(3)	-
UAB Nimela	-	3 014	-	(20)	2 994
UAB Rineila	-	3	-	(3)	-
UAB JTPG	-	3	-	11	14
Total	40 445	52 915	(939)	(3 855)	88 566
Investments in equity and debt instruments of associates:
UAB Saulės energijos projektai	998	-	-	(506)	492
UAB Žaliosios investicijos	24 728	5 360	(1 591)	24 449	52 946
UAB Ekoelektra	510	(263)	(39)	(167)	41
Zalais Speks SIA	-	204	-	(142)	62
UAB KNT Holding	-	2 992	(227)	36	2 801
Total	26 236	8 293	(1 857)	23 670	56 342

Total net amount of EUR 19 815 thousand of increase in fair value of assets refers to unrealised gains for the year ended 31 December 2022

which are recognized in the Statement of Profit or Loss and Other Comprehensive Income under category “Net gain on investments in equity

and debt instruments at fair value through profit or loss” (refer to Note 16) and “Fair value adjustment on investment in deconsolidated

entity". No gains or losses were recognized on sale of shares of subsidiaries during year ended 31 December 2022.

Movements in the fair value of the Group’s and Company's investments in equity and debt instruments of subsidiaries and associates for

the financial year ended 31 December 2021 are presented in the table below:

Group and Company

	Fair value as at	Acquisition of		Increase	Fair value as at
	1 January	asset (+) / Sale	Interest paid	(decrease) in	31 December
	2021	of asset (-)		fair value of	2021
				assets
Investments in equity and debt instruments of subsidiaries:
Energy Solar Projekty sp. z o. o.	25 628	-	(539)	1 580	26 669
PV Energy Projects sp. z o. o.	1 275	6 090	-	6 411	13 776
UAB Ekoelektra	-	595	-	(85)	510
Total	26 903	6 685	(539)	7 906	40 955
Investments in equity and debt instruments of associates:
UAB Saulės energijos projektai	1 316	-	-	(318)	998
UAB Žaliosios investicijos	-	24 626	-	102	24 728
Total	1 316	24 626	-	(216)	25 726

Total net amount of EUR 7 690 thousand of increase in fair value of assets refers to unrealised gains for the year ended 31 December 2021

which are recognized in the Statement of Profit or Loss and Other Comprehensive Income under category “Net gain on investments in equity

and debt instruments at fair value through profit or loss” (refer to Note 16).

As at 31 December 2022 and 31 December 2021, fair value of the investments in equity and debts instruments of subsidiaries and associates

of Group (acquired until valuation date) is accounted for based on the valuation reports of an independent appraiser. Fair value of

investments as at 31 December 2022 is accounted based on report dated 23 December 2022 (with the valuation of assets as of

31 October 2022), and fair value of investments as at 31 December 2021 is accounted based on report dated 18 February 2022 (with the

valuation of assets as of 31 October 2021).

III. Notes

| 31

The Management concluded that from the date of valuation of investment (31 October 2022) until the end of reporting year (31 December

2022) there were no circumstances or events which could have significant impact on the fair value of investment. Therefore, fair value of

the investments in equity and debt instruments of subsidiaries and associates of the Group as of 31 December 2022 is accounted at the

values from the reports of an independent appraiser.

For the valuation of assets as of 31 October 2022, income approach was selected by an independent appraiser as a valuation method for

investments in subsidiaries Energy Solar Projekty sp. z o. o., PV Energy Projects sp. z. o. o., PL Sun sp. z. o. o. and associates UAB Žaliosios

investicijos and UAB Saulės energijos projektai, as development of projects of these entities was started, was in further development stages

and for some operating activities already started. Net asset approach was selected as a valuation method for investments in subsidiaries

UAB Atelda, UAB Rineila, UAB Nimela, UAB JTPG, UAB AEI Development and associates UAB Ekoelektra, UAB KNT Holding and Zaļais Spēks

SIA, as entities did not have significant operations, or their projects were at an early stage of development at valuation date.

As at 31 December 2022, value of investments in shares of subsidiary Energy Solar Projekty sp. z o. o. have decreased compared to value

as at 31 October 2021. Increase in Polish risk-free rate during year 2022, was one of the primary factors that, respectively, led to a significant

increase in weighted average cost of capital (hereinafter - WACC) in Polish asset valuation. Due to increase in WACC and other corresponding

valuation assumptions, compared to the previous valuation of the Group's shares, decrease in subsidiary's Energy Solar Projekty sp. z o. o.

shares value was noted.

Due to slight changes in WACC, the Group has recognized fair value adjustments on investments in shares of PV Energy Projects sp. z o. o.

and PL Sun sp. z o. o. reflecting a smaller increase in fair value of investments in subsidiaries on an aggregated basis.

As at 31 December 2022, fair value of investments in shares of associate UAB Žaliosios Investicijos has increased. It already had several

wind turbines working in year 2022 and the rest of turbines are planned to start operations in year 2023. On 20 December 2022, according

to decision of shareholders of the entity, share capital of UAB Žaliosios investicijos was increased by issuing 7 209 121 units of shares with

nominal value of EUR 1 each. Increase in share capital has contributed to an overall increase in the fair value of investments in shares. Based

on valuation report, decrease in fair value of bonds of UAB Žaliosios Investicijos was reported to reflect increase in Lithuanian risk-free rates,

however as the Group measures investments at fair value on an aggregated basis, the Group recognizes a fair value adjustment reflecting

a smaller increase in the fair value of aggregated investments in both, debt and equity, instruments of associate UAB Žaliosios Investicijos.

Based on the Group's asset valuation report of an independent appraiser, shares of subsidiaries UAB Atelda, UAB Nimela, UAB Rineila, as

well as, shares of associate's UAB KNT Holding, UAB Ekoelektra and Zalais Speks SIA were valued as EUR 1 each, as companies did not

have any real estate, shares, or any other marketable asset and were in early stage of development.

Fair value of investments in equity and debt instruments of subsidiaries and associates depends on the assessment of the assets that are

managed by the entities themselves. As required by IFRS 13, the fair value of the investment shall represent the most accurate fair value of

an investment to the reporting date.

The valuation of shares owned by the Company was based on the following valuation assumptions as at 31 December 2022:

- Energy Solar Projekty sp. z o. o. valuation method – income approach; discount rate – 9.64% (as at 31 October 2021 – valuation

method – asset approach, when assessing the companies managed by the Company, income approach methods were used,

discount rates – 3.91% – 6.09%);

- PV Energy Projects sp. z o. o. valuation method – income approach; discount rate – 10.96% (as at 31 October 2021 – valuation

method – asset approach, when assessing the companies managed by the company, income approach methods were used,

discount rates – 6.09%);

- UAB Saulės energijos projektai valuation method – income approach; discount rate – 9.39% (as at 31 October 2021 – valuation

method – income approach; discount rate – 5.86%; capitalization rate – 5.86%);

- PL SUN sp. z o. o. valuation method – income approach; discount rate – 11.72%;

- UAB Žaliosios investicijos valuation method – income approach; discount rate – 9.69%.

Sensitivity analysis of value of shares as at 31 December 2022 is as follows:

	Base	-100bps	+100bps
		WACC	WACC
Energy Solar Projekty sp. z o. o. Shares Value – Income Approach (EUR)	5 570 000	8 042 000	3 097 000
PV Energy Projects Sp. z o. o. Shares Value – Income Approach (EUR)	3 354 000	6 560 000	148 000
PL SUN sp. z o. o. Shares Value - Income Approach (EUR)	-	1 251 000	-
UAB Saulės energijos projektai Shares Value – Income approach (EUR)	492 000	529 000	454 000
UAB Žaliosios investicijos Shares Value - Income Approach (EUR)	27 017 000	34 798 000	19 236 000

III. Notes

| 32

The valuation of shares owned by the Company was based on the following valuation assumptions as at 31 December 2021:

- UAB Saulės energijos projektai valuation method – income approach; discount rate – 5.86%; capitalization rate – 5.86% (as at 30

September 2020 – valuation method – income approach; discount rate – 5.56%; capitalization rate – 5.56%);

- Energy Solar Projekty sp. z o. o. valuation method – asset approach. When assessing the companies managed by the company,

income approach methods were used, discount rates – 3.91% – 6.09% (as at 30 September 2020 – valuation method – asset

approach, when assessing the companies managed by the valuated company, the discount rates used – 3.90% – 7.03%);

- PV Energy Projects Sp. z o. o. valuation method – asset approach. When assessing the companies managed by the company,

income approach methods were used, discount rates – 6.09%.

Sensitivity analysis of value of shares as at 31 December 2021 is as follows:

	Base	-100bps	+100bps
		WACC	WACC
Energy Solar Projekty sp. z o. o. Shares Value – Asset Approach (EUR)	9 085 248	14 895 930	4 072 912
PV Energy Projects sp. z o. o. Shares Value – Asset Approach (EUR)	6 244 989	12 560 346	1 012 562
UAB Saulės energijos projektai Shares Value – Income approach (EUR)	1 050 000	1 169 000	960 000

As at 31 December 2022 and 31 December 2021, one of the subsidiaries Energy Solar Projekty sp. z. o. o. has a loan with certain restrictions

that need to be met before transferring funds to the Investment entity for Historic Average debt service coverage ratio (ADSCR), Prospective

ADSCR, Loan Life Coverage Ratio (LLCR), full repayment of Debt Service due, the amount standing to the credit of the Debt Service Reserve

account and of the Maintenance Reserve Account.

During the year ended on the 31 December 2022 and 31 December 2021, the Group did not provide financial support to unconsolidated

structured entities and has no intention of providing financial or other support.

Bonds acquired

On 22 November 2021 the Group signed the bond subscription agreement with UAB Žaliosios investicijos under which the Group agreed to

subscribe and purchase an amount of 25 000 000 units of non-convertible bonds with nominal value of EUR 1 per each. On 18 November

2022 the Group has signed amendment to the bond subscription agreement and agreed to subscribe and purchase an amount of total

30 000 000 units of non-convertible bonds with nominal value of EUR 1 per each. As at 31 December 2022 the Group has purchased

28 393 750 units of the subscribed bonds with the total value of EUR 28 394 thousand (as at 31 December 2021 has purchased 24 625 000

units). The redemption date of the bond shall be 31 December 2052. The Group and UAB Žaliosios investicijos have signed agreement on

set off of counterclaims, based on which receivable amount of EUR 7 209 thousand in regards to redemption of bonds were set-off with

payable in regards to investment in shares of UAB Žaliosios investicijos after decision of shareholders to increase share capital.

On 14 February 2022 the Group signed bond agreement with UAB Ekoelektra and acquired a total amount of 331 000 bonds with the issue

price of EUR 1 each during reporting year. Bonds acquired are issued with interest rate of 12% and maturity date of 5 January 2028. The

Group subscribed to a total amount of 3 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until

31 March 2026.

On 11 April 2022 the Group signed bond agreement with UAB KNT Holding and acquired a total amount of 5 641 000 bonds with the issue

price of EUR 1 each during reporting year. Bonds acquired are issued with interest rate of 12% and maturity date of 5 February 2026. The

Group subscribed to a total amount of 40 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until

5 February 2026. On 27 October 2022 UAB KNT Holding has redeemed outstanding amount of bonds (EUR 5 641 thousand) and outstanding

payable interest on bonds (EUR 227 thousand) based on agreement signed on 11 April 2022. The Group and UAB KNT Holding have signed

agreement on mutual commitment netting dated 27 October 2022, based on which amount of outstanding bonds (EUR 5 641 thousand)

and payable interest (EUR 227 thousand) was netted with the Group’s investment in bonds in amount of EUR 2 990 thousand based on a

new bond purchase agreement with UAB KNT Holding. After netting of mutual commitments, remaining amount of EUR 2 878 thousand

was transferred by UAB KNT Holding to the Group.

On 18 July 2022 the Group signed bond agreement with UAB Nimela and acquired a total amount of 3 010 000 bonds with the issue price

of EUR 1 each during reporting year. Bonds acquired are issued with interest rate of 12% and maturity date of 5 February 2026. The Group

subscribed to a total amount of 30 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until

5 February 2026.

On 27 October 2022 the Group signed bond agreement with UAB KNT Holding and acquired a total amount of 2 990 466 bonds with the

issue price of EUR 1 each during reporting year. Bonds acquired are issued with interest rate of 12% and maturity date of 5 January 2028.

The Group subscribed to a total amount of 20 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds

until 31 March 2026. Amount of investment in bonds (EUR 2 990 thousand) was netted with amount payable by UAB KNT Holding for

redeemed outstanding amount of bonds and interest based on agreement on mutual commitment netting dated 27 October 2022.

III. Notes

| 33

According to the agreements the bonds may be subordinated with regards to the bank when associated enters into financing agreement.

In this case the Group shall provide the consent in writing for such subordination and the redemption of the bonds or payment of interest

shall only be permitted with prior consent from the bank or when all obligations to the bank had been fully fulfilled.

The carrying amount, accrued interests and fair values of bonds acquired as at 31 December 2022 and as at 31 December 2021 are provided

in the table below.

Group and Company

				As at 31 December 2022		As at 31 December 2021
	Bonds	Contractual	Maturity	Carrying	Fair value of	Carrying	Fair value of
Borrower	agreement	interest	date	amount and	bonds and	amount and	bonds and
	date	rate		accrued	interest	accrued	interest
				interests	accrued	interests	accrued
UAB Ekoelektra	2021-05-03	8,50%	2028-01-05	-	-	625	510
UAB Žaliosios investicijos,	2021-11-22	6,00%	2052-12-31	22 816	18 785	24 761	24 727
UAB Ekoelektra	2022-02-14	12,00%	2028-01-05	365	41	-	-
UAB KNT Holding	2022-10-27	12,00%	2028-01-05	3 057	2 801	-	-
UAB Nimela	2022-07-18	12,00%	2026-02-05	3 177	2 994	-	-

If differences between interest rates specified in the bond agreements and market rates exists, they are accounted for as a fair value

adjustment on bonds based on the valuation reports prepared by independent assessor.

Group and Company

Borrower	31 December 2022	31 December 2021
Bonds principal acquired of UAB Žaliosios investicijos	22 775	24 625
Bonds interest accrued of UAB Žaliosios investicijos	41	136
Fair value adjustments on bonds acquired of UAB Žaliosios investicijos	(4 031)	(34)
Bonds principal acquired of UAB Ekoelektra	331	593
Bonds interest accrued of UAB Ekoelektra	34	32
Fair value adjustments on bonds acquired of UAB Ekoelektra	(324)	(115)
Bonds principal acquired of UAB KNT Holding	2 991	-
Bonds interest accrued of UAB KNT Holding	66	-
Fair value adjustments on bonds acquired of UAB KNT Holding	(256)	-
Bonds principal acquired of UAB Nimela	3 010	-
Bonds interest accrued of UAB Nimela	167	-
Fair value adjustments on bonds acquired of UAB Nimela	(183)	-
Total bonds and interest accrued:	24 621	25 237

Loans granted

The outstanding principal amount, accrued interest and fair value adjustments on loans provided to the subsidiaries and associates as at

31 December 2022 and 31 December 2021 are presented in the table below:

Group and Company

Borrower	31 December 2022	31 December 2021
Long term loan granted to Energy Solar Projekty sp. z o. o.	14 950	14 950
Interest on loan granted to Energy Solar Projekty sp. z o. o.	3 209	2 860
Long term loan granted to PV Energy Projects sp. z o. o.	44 024	7 365
Interest on loan granted to PV Energy Projects sp. z o. o.	2 501	420
Long term loan granted to PL Sun sp. z o. o.	13 230	-
Interest on loan granted to PL Sun sp. z o. o.	790	-
Fair value adjustments on loan granted to PL Sun sp. z o. o.	(1 254)	-

III. Notes

| 34

Group and Company

(Continued)

Borrower	31 December 2022	31 December 2021
Long term loan granted to Zalais Speks SIA	203	-
Interest on loan granted to Zalais Speks SIA	17	-
Fair value adjustments on loan granted to Zalais Speks SIA	(158)	-
Total loans granted	77 512	25 595

During the year ended 31 December 2022 the Group made instalments according to the loan agreement (4) of EUR 15 500 thousand to PV

Energy Projects sp. z o. o. providing full amount of the loan that agreement was signed for.

During the year ended 31 December 2022 the Group made instalments according to the loan agreement (5) of EUR 21 159 thousand to PV

Energy Projects sp. z o. o. Based on the terms specified in the loan agreement the Group undertakes obligation to provide a loan in a total

amount of EUR 36 600 thousand until 31 December 2023.

On 28 February 2022, the Group signed loan agreement (1) with subsidiary PL Sun sp. z o. o. under which undertook the obligation to provide

loan in a total amount of EUR 19 000 thousand. During the year ended 31 December 2022, instalments of EUR 11 000 thousand were made.

On 29 July 2022, the Group signed loan agreement (2) with subsidiary PL Sun ap. z o. o. under which undertook the obligation to provide

loan in a total amount of EUR 1 980 thousand. During the year ended 31 December 2022, instalments of EUR 1 280 thousand were made.

On 7 December 2022 the Group signed loan agreement (3) with subsidiary PL Sun sp. z o. o. under which undertook the obligation to provide

loan in a total amount of EUR 1 314 thousand. During the year ended 31 December 2022, instalments of EUR 950 thousand were made.

On 28 April 2022 the Group signed loan agreement with associate Zalais Speks SIA under which undertook the obligation to provide loan in

a total amount of EUR 203 thousand. During the year ended 31 December 2022 an instalment of EUR 203 thousand was made.

As at 31 December 2022, fair value adjustment on loans granted to PL Sun sp. z o. o. and Zalais Speks SIA were recognized based on the

valuation report with valuation of assets as at 31 October 2022 and due to decrease in value of shares of PL Sun sp. z o. o. and Zalais Speks

SIA.

The carrying amounts and accrued interests of the loans granted as at 31 December 2022:

Group and Company

				Carrying	Fair value of
Borrower	Loan date	Contractual	Maturity date	amount and	loans and
		interest rate		accrued	interests
				interests	accrued
Energy Solar Projekty sp. z o. o.	2019-05-31	8,50%	2026-01-05	18 159	18 159
PV Energy Projects sp. z o. o. (1)	2020-10-01	8,50%	2026-01-05	1 619	1 619
PV Energy Projects sp. z o. o. (2)	2021-03-18	8,50%	2026-01-05	5 087	5 087
PV Energy Projects sp. z o. o. (3)	2021-06-02	8,50%	2026-01-05	1 713	1 713
PV Energy Projects sp. z o. o. (4)	2021-09-09	8,50%	2026-01-05	16 340	16 340
PV Energy Projects sp. z o. o. (5)	2022-06-20	8,50%	2026-01-05	21 766	21 766
PL Sun sp. z o. o. (1)	2022-02-28	8,50%	2026-01-05	11 773	10 536
PL Sun sp. z o. o. (2)	2022-07-29	8,50%	2026-01-05	1 291	1 280
PL Sun sp. z o. o. (3)	2022-12-07	14,00%	2026-01-05	956	950
Zalais Speks SIA	2022-04-28	12,00%	2028-01-05	220	62

The carrying amounts and accrued interests of the loans granted as at 31 December 2021:

Group and Company

				Carrying	Fair value of
Borrower	Loan date	Contractual	Maturity date	amount and	loans and
		interest rate		accrued	interests
				interests	accrued
Energy Solar Projekty sp. z o. o.	2019-05-31	8,50%	2026-01-05	17 810	17 810
PV Energy Projects sp. z o. o. (1)	2020-10-01	8,50%	2026-01-05	1 501	1 501
PV Energy Projects sp. z o. o. (2)	2021-03-18	8,50%	2026-01-05	4 701	4 701
PV Energy Projects sp. z o. o. (3)	2021-06-02	8,50%	2026-01-05	1 583	1 583

III. Notes

| 35

3. Other financial assets

Group and Company

	31 December 2022	31 December 2021
As at year start	-	-
Restricted cash for guarantees	1 650	-
As at year end	1 650	-

During the year ended 31 December 2022 the Group made instalments in total amount of EUR 5 400 thousand for receiving of bank

guarantees. On 3 August 2022, the Group has applied for an amendment of one of the bank guarantees based on which full amount of the

guarantee (EUR 3 750 thousand) was transferred to UAB KNT Holding. As at 31 December 2022 and after a transfer of one of the bank

guarantees, remaining balance of bank guarantees is EUR 1 650 thousand.

Bank guarantees are intended to confirm that subsidiaries would perform their obligation under agreements related with investing in solar

farm infrastructure. Under the confirmation letter the bank is obligated to pay to the beneficiary amounts upon receipt of payment demand

in case the company does not fulfil the requirements listed in letter of intent with the grid operator, whereas the payable amount cannot

exceed funds paid by the Group indicated above. The bank guarantees are valid until the earlier of the following events – fulfilment of all

requirements listed in the letter of intent with the grid operator or 1 July 2026. There is a possibility to extend the guarantee by 6 months.

Instalments for guarantees are held as cash restricted for the Group’s general use. Restricted cash for guarantees is held at well-established

credit institutions with high long-term debt ratings (refer to Note 8), therefore management does not see a risk of restricted cash not being

able to be used for the purpose it is currently held as restricted or not being freed up for the Group’s general use once purpose of holding

restricted cash is fulfilled. Management assumes that there is no significant expected credit loss in regard to restricted cash, therefore

expected credit loss is not recognized.

4. Other non-current receivables at fair value through profit or loss

Group and Company

	31 December 2022	31 December 2021
Receivable from a third party	-	1 998
Fair value adjustment on the receivable from a third party	-	85
Total non-current receivables at fair value through profit or loss	-	2 083

On 21 January 2020, the Group sold the shares and loans it held in AS Agro Lestene and AS Zalas Zemes Energija to a third party, for which

the third party will settle by instalments. The receivable amount from a third party was assessed in the valuation reports of an independent

appraiser (dated 3 July 2021, with the valuation of assets as at 31 May 2021) for which the fair value was calculated. The decrease in the

fair value of the receivable amount was accounted due to the difference between the carrying amount and the selling price.

On 22 May 2022, the Group and the third party signed an agreement to sell receivable amount from the third party and on 2 June 2022, the

receivable amount was fully paid.

Group and Company

		Increase (+) /	Increase
	Fair value as at	Decrease (-) of	(decrease) in	Repaid	Fair value as at
	1 January	receivable	fair value of	amount	31 December
	2022	amount	receivable		2022
			amount
Receivable from a third party	2 083	-	(183)	(1 900)	-

III. Notes

| 36

5. Prepayments

Group and Company

	31 December 2022	31 December 2021
Prepayments	50	150
Loss allowance on prepayments	(25)	-
Total prepayments	25	150

Group and Company

	As at	Increase (decrease)		As at
	1 January 2022	in loss allowance	Repaid amount	31 December 2022
		on prepayments
Prepayments	150	(25)	(100)	25

On 12 December 2022 the Group signed agreement on mutual commitments offsetting with UAB KNT Holding and seller of shares of UAB

Troškūnų vėjas. Based on the agreement UAB KNT Holding has confirmed acquisition of shares of UAB Troškūnų vėjas and transferred

EUR 100 thousand to the Group in regards to prepayments for the shares Group made in previous year.

As at 31 December 2022 prepayments made by the Group consist of prepayments for the shares of UAB Raguvėlės vėjas and UAB Pakruojo

vėjas. Loss allowance on prepayment for the shares of UAB Pakruojo vėjas is recognized as Management is no longer expecting to acquire

entity and considers the probability of continuing development of UAB Pakruojo vėjas project to be very low.

The following table presents movement in loss allowance for prepayments for the year ended 31 December 2022:

Group and Company

	As at		Increase	As at
	1 January 2022		(decrease) in loss	31 December 2022
			allowance
Loss allowance for prepayments		-	(25)	(25)

6. Other current receivables at fair value through profit or loss

	Group		Company
	31 December 2022	31 December 2021	31 December 2022	31 December 2021
Current share of receivable from third party at fair value through profit or loss	-	850	-	850
Total other current receivables at fair value through profit or loss	-	850	-	850

As at 31 December 2022 the Group's current share of the receivable from a third party was fully paid. As at 31 December 2021

EUR 850 thousand receivable refers to the receivable amount for shares and loans sold, previously held in AS Agro Lestene and AS Zalas

Zemes Energija (refer to Note 4).

III. Notes

| 37

7. Other current receivables

	Group		Company
	31 December 2022	31 December 2021	31 December 2022	31 December 2021
Receivable from tax administrator of Poland	105	-	105	-
Deposits	37	-	-	-
Receivable for recharged costs	11	-	11	-
Future period expenses	4	3	3	3
Receivable for recharged costs from Energy	1	-	1	-
Solar Projekty sp. z o. o.
Other receivables	9	9	8	9
Total other current receivables	167	12	128	12

As at 31 December 2022 the Group has a receivable from tax administrator of Poland, which refers to withholding tax paid to the tax

administrator of Poland by Energy Solar Projekty sp. z o. o. in relation to interest payment on loan granted made to the Group (refer to

Note 2).

8. Cash and cash equivalents

Group and Company

	31 December 2022	31 December 2021
Cash	11 527	26 464
Less restricted cash	(1 650)	-
Total cash and cash equivalents	9 877	26 464

As at 31 December 2022 and 31 December 2021 all cash balances have a low credit risk at the reporting date and the impairment loss

determined on 12-month expected credit losses is resulted in an immaterial amount.

As at 31 December 2022, the Group has cash classified as restricted cash for guarantees in amount of EUR 1 650 thousand. Refer to

Note 3.

As at 31 December 2022 and 31 December 2021 the Group's cash was held at bank accounts:

- AB SEB bankas;

- AB Šiaulių bankas;

- AS Citadele banka Lietuvos filialas.

The credit risk associated with bank balances is limited as the Group conducts transactions with banks with high long-term debt ratings

issued by foreign rating agencies. Bank ratings are given below:

Group and Company

	Moody's	Standard & Poor's
AB SEB bankas	AA3	A+
AB Šiaulių bankas	BAA2	-
AS Citadele banka Lietuvos filialas	BAA2	-

Net debt reconciliation for the financial year ended 31 December 2022 is as follows:

III. Notes

| 38

Group and Company

	Liabilities from financing	Cash and cash	Total
	activities	equivalents
Net debt as at 1 January 2022	(30 177)	26 464	(3 713)
Operating and investment cash flows	(1 910)	(59 644)	(61 554)
Proceeds from issue of share capital	-	14 821	14 821
Proceeds from share premium	-	10 338	10 338
Bonds issued	(27 000)	27 000	-
Repayment of bonds	5 173	(5 173)	-
Repayment of bonds interest	1 792	(1 792)	-
Transaction costs related to bonds issue	226	(226)	-
Discount on bonds issued	1 911	(1 911)	-
Net debt as at 31 December 2022	(49 985)	9 877	(40 108)

9. Issued Capital

Group and Company

	31 December 2022	31 December 2021
Authorised share capital fully paid	54 884	40 063
Total issued capital	54 884	40 063

As at 31 December 2022, the Group’s authorised share capital amounted to EUR 54 884 thousand and was comprised of 54 884 151 ordinary

shares of EUR 1 each (as at 31 December 2021 – EUR 40 063 thousand). During the financial year ended, the authorised share capital was

increased by the issue of 14 821 425 ordinary shares with the face value of EUR 1 each (for the financial year ended 31 December 2021 –

18 898 039 ordinary shares with the face value of EUR 1 each).

For the financial year ended 31 December 2022 and 31 December 2021 reconciliation of the number of shares issued and outstanding is

provided in the table below:

Group and Company

	31 December 2022	31 December 2021
As at year start	40 063	21 165
Issue of ordinary shares	14 821	18 898
As at year end	54 884	40 063

10. Share premium

Group and Company

	31 December 2022	31 December 2021
As at year start	10 790	1 154
Share premium	10 338	9 636
As at year end	21 128	10 790

As at 31 December 2022 and 31 December 2021, share premium is recognized if the issue price of a share exceeds the nominal value of a

share.

III. Notes

| 39

11. Legal reserve

The legal reserve is mandatory in accordance with the legal acts of the Republic of Lithuania. It is mandatory to transfer to the legal reserve

each year at least 5% of net profit calculated in accordance with the Lithuanian accounting principles until the reserve reaches 10% of the

authorised capital. As at 31 December 2022 legal reserve is amounted to EUR 407 thousand (as at 31 December 2021 – EUR 124 thousand).

12. Bonds issued

Group and Company

	31 December 2022	31 December 2021
Non-current liabilities
Bonds principal issued	67 000	40 000
Bonds principal repaid	(15 000)	(14 827)
Bonds interest accrued	1 973	1 964
Bonds interest paid	(1 973)	(1 963)
Amortized costs of bonds issue	(450)	(257)
Amortized discount on bonds issue	(1 793)	-
Total non-current liabilities	49 757	24 917
Current liabilities
Bonds principal issued	5 000	5 000
Bonds principal paid	(5 000)	-
Bonds interest accrued	1 991	218
Bonds interest paid	(1 875)	-
Amortized costs of bonds issue	-	(69)
Total current liabilities	116	5 149
Total bonds issued	49 873	30 066

The Group carefully monitors the market interest rates, therefore fixed interest rates that are determined in the bond and loan agreements

the Group concluded with its subsidiaries, associates or external / third parties are set considering the interests rates that are applicable in

the market at the time of undertaking the liability.

Changes in the amortized cost value of the Group's liabilities from bonds for the financial year ended 31 December 2022 is presented in the

table below:

Group and Company

	As at 1	Proceeds	Repayment			Amortized	As at 31
	January	from bonds	of bonds	Interest	Interest	costs of	December
	2022	issued	issued	accrued	paid	bonds	2022
						issue
Shareholder (1)	174	-	(173)	9	(10)	-	-
Green bonds	24 732	27 000	-	1 683	(1 625)	(1 917)	49 873
External lender (1)	3 096	-	(3 000)	54	(150)	-	-
External lender (2)	1 032	-	(1 000)	18	(50)	-	-
External lender (3)	1 032	-	(1 000)	18	(50)	-	-
Total liabilities	30 066	27 000	(5 173)	1 782	(1 885)	(1 917)	49 873

On 13 May 2022, the Group redeemed EUR 5 000 thousand of bonds with accrued interest of EUR 250 thousand based on agreements with

External lenders (1), (2) and (3) signed on 12 May 2021.

During the year ended 31 December 2022, the Group redeemed EUR 173 thousand outstanding amount of bonds and EUR 10 thousand

outstanding payable interest on bonds based on the agreement with Shareholder (1) signed on 1 June 2019.

During the year ended 31 December 2022, based on Green Bonds agreement, the Group has issued new emissions of bonds in total amount

of EUR 27 000 thousand with 5,00 % of fixed coupon interest rate and maturity date of 14 December 2025. Issue price of new emissions of

bonds is lower than nominal value of bonds, therefore discount on bonds was recognized and will be amortized over the term of the bonds

issued.

III. Notes

| 40

During the year ended 31 December 2022, based on Green Bonds agreement, the Group has paid to investors EUR 1 625 thousand of fixed

coupon interest.

Changes in the amortised value of the Company's liabilities from the bonds for the comparable financial year ended 31 December 2021 is

presented in the table below:

Group and Company

	As at 1	Proceeds	Repayment			Amortized	As at 31
	January	from bonds	of bonds	Interest	Interest	costs of	December
	2021	issued	issued	accrued	paid	bonds	2021
						issue
Shareholder (1)	1 382	-	(1 209)	37	(36)	-	174
Green bonds	-	25 000	-	58	-	(326)	24 732
External lender (1)	-	3 000	-	96	-	-	3 096
External lender (2)	-	1 000	-	32	-	-	1 032
External lender (3)	-	1 000	-	32	-	-	1 032
Total liabilities	1 382	30 000	(1 209)	255	(36)	(326)	30 066

During the financial year ended 31 December 2021, the Company redeemed EUR 1 209 thousand bonds from the Shareholder and paid

EUR 36 thousand of accrued interests as at date of payment. The total amount of accrued interests during reporting year was

EUR 37 thousand.

Details and outstanding balances of bonds issued based on each of the bond agreement as at 31 December 2022 and 31 December 2021

are provided below:

Group and Company

				Outstanding	Outstanding
Lender	Bond issue	Interest rate	Maturity date	balance as at	balance as at
	date			31 December	31 December
				2022	2021
Greens Bonds	2021-12-15	5,00%	2025-12-14	49 873	24 732
Principal amount:				52 000	25 000
Interest accrued:				1 741	58
Interest paid:				(1 625)	-
Amortized costs of bonds issue:				(450)	(326)
Amortized discount on bonds issue:				(1 793)	-
External lender 1	2021-05-12	5,00%	2022-05-13	-	3 096
Principal amount:				3 000	3 000
Principal amount repaid:				(3 000)	-
Interest accrued:				150	96
Interest repaid:				(150)	-
External lender 2	2021-05-12	5,00%	2022-05-13	-	1 032
Principal amount:				1 000	1 000
Principal amount repaid:				(1 000)	-
Interest accrued:				50	32
Interest repaid:				(50)	-
External lender 3	2021-05-12	5,00%	2022-05-13	-	1 032
Principal amount:				1 000	1 000
Principal amount repaid:				(1 000)	-
Interest accrued:				50	32
Interest repaid:				(50)	-
Shareholder 1	2019-06-01	8,50%	2026-01-05	-	174
Principal amount:				15 000	15 000
Principal repaid:				(15 000)	(14 827)
Interest accrued:				1 973	1 964
Interest repaid:				(1 973)	(1 963)

III. Notes

| 41

Compliance with Financial covenants

Under the terms of the Green Bonds agreement the Group is obligated to comply with financial covenants as listed below:

• Minimum liquidity requirement of EUR 1 500 thousand;

• Equity ratio 50% or greater;

• Leverage ratio 75% or lower.

In addition to the financial covenants following conditions are set in the agreement:

• No event of default has occurred as at the end data of reporting period;

• No change of nature of business, disposal of assets, negative pledge, limits on dividends, financial indebtedness restrictions has

occurred;

• Other conditions set in the Green bonds agreement such as publication of audited consolidated annual financial statements,

quarterly consolidated unaudited financial statements each of direct subsidiary or direct associated companies.

For the financial year ended 31 December 2022, the Group complies with financial covenants set out in terms of Green Bonds agreement.

13. Loans received

Group and Company

	31 December 2022	31 December 2021
Principal amount	992	992
Principal repaid	(980)	(980)
Interest accrued	100	99
Total loans received	112	111

The Group made the assessment that contractual interest rates are in line with the effective interest rate and the nominal value of received

loans correctly reflect the amortized cost of financial liabilities. The Group carefully monitors the market interest rates, therefore fixed

interest rates that are determined in the bond and loan agreements the Group concluded with its subsidiaries, associates or external / third

parties are set considering the interests rates that are applicable in the market at the time of undertaking the liability.

Changes in the amortised value of the Group's liabilities from loans for the financial year ended 31 December 2022 are presented in the

table below:

Group and Company

	As at 1	Proceeds		Repayment		Interest			As at 31
Lender	January 2022	from loans		of loans		accrued		Interest paid	December
		received		received					2022
UAB Saulės energijos projektai	111		-		-		1	-	112

Changes in the amortised value of the Group's liabilities from loans for the financial year ended 31 December 2021 are presented in the

table below:

Group and Company

	As at 1	Proceeds		Repayment	Interest			As at 31
Lender	January 2021	from loans		of loans	accrued		Interest paid	December
		received		received				2021
UAB Saulės energijos projektai	278		-	(171)		4	-	111

Details and outstanding balances of loans received based on each of the loan agreement that the Group had as at 31 December 2022 and

31 December 2021 are provided below:

III. Notes

| 42

Group and Company

				Outstanding	Outstanding
Lender	Loan date	Interest rate	Maturity date	balance as at	balance as at
				31 December	31 December
				2022	2021
UAB Saulės energijos projektai	2016-06-30	3,00%	2025-06-30
Principal amount:				992	992
Principal repaid:				(980)	(980)
Interest accrued:				100	99
Total:				112	111

14. Trade and other payables

	Group		Company
	31 December 2022	31 December 2021	31 December 2022	31 December 2021
Accrued success fee	2 503	630	2 503	630
Payable to Management Company	312	243	312	243
Accrued expenses	166	130	166	130
Trade payables	68	16	67	16
Payable to depository	26	13	25	13
VAT payable	9	10	-	10
Total trade and other payables	3 084	1 042	3 073	1 042

As at 31 December 2022 the Group and Company has accrued expenses in amount of EUR 166 thousand (as at 31 December 2021 –

EUR 130 thousand), which mainly relates to legal and transactional costs related to issued bonds, valuation, accounting services, audit

expenses and securities accounting expenses.

The Company‘s net return on investment exceeded 8 % hurdle rate at 31 December 2021 and at 31 December 2022, therefore success fee

was accrued according to the Prospectus of Company.

15. Payables to employees

	Group		Company
	31 December 2022	31 December 2021	31 December 2022	31 December 2021
Unused vacation accruals	16	7	-	-
Wages related tax payable	8	-	-	-
Total payables to employees	24	7	-	-

16. Income

	Group		Company
	2022	2021	2022	2021
Net gain on investments in equity and debt instruments	19 818	7 690	19 818	7 690
at fair value through profit or loss (Note 2)
Other income	73	2	73	2
Dividend income	21	204	21	204
Net loss on other non-current receivables at through profit or loss (Note 4)	(183)	157	(183)	157
Total income	19 729	8 053	19 729	8 053

III. Notes

| 43

The Group measures its investments at fair value through profit or loss on an aggregated basis. The Group’s net gain recognized for the

financial year ended 31 December 2022 has increased due to a significant growth of fair value of its investments (refer to Note 2).

17. Administrative expenses

	Group		Company
	2022	2021	2022	2021
Success fee	1 873	631	1 873	631
Management fee	1 064	631	1 064	631
Employment related costs	405	215	-	215
Valuation services	186	53	186	53
Consulting services	185	95	758	95
Development and management costs of investment	183	85	118	85
objects
Legal expenses	122	175	119	175
Depository expenses	90	42	88	42
Accounting services	90	59	82	59
Bank charges	61	9	61	9
Office maintenance expenses	49	20	2	20
Audit expenses	37	33	37	33
Other administrative expenses	61	56	47	56
Total expenses	4 406	2 104	4 435	2 104

The Management fee is the remuneration paid to the Management Company for the management of the Company’s assets, which is

calculated under the following procedure:

- From the start of the Company’s activities until the expiry of the Investment Period – 1.5 % on the amount of Commitments given

by all the Investors to the Company under the Investment Agreements. The Management fee shall be paid to the Management

Company pro rata to the amount of all the Commitments given to the Company;

- Upon the expiry of the Investment Period, the Management fee is calculated on the actual amount invested by the Shareholders

in the Company.

The Articles of Association of the Company provide for the Success fee to the Management Company which depends on the Company’s

net return on investment for the entire life period. When the 8 % hurdle rate is exceeded, the Success fee is accounted for on the accrual

basis.

Exceeded hurdle rate of net return on investment led to accrual of success fee expenses in the year ended 31 December 2022 and

31 December 2021.

18. Deconsolidation of subsidiary

On 1 August 2022, a newly established subsidiary UAB AEI Development has taken over the provision of project management and consulting

services from subsidiary UAB JTPG. UAB JTPG has started to carry out activities in relation to development of wind parks. Due to changes

in activities of entities of the Group, it was decided to deconsolidate subsidiary UAB JTPG and consolidate UAB AEI Development.

The major classes of assets and liabilities of subsidiary which is deconsolidated as at 1 August 2022, as well as, calculation of net assets

and result of the deconsolidation are, as follows:

	1 August 2022
Assets
Cash and cash equivalents	174
Receivables	5
Total assets	179

III. Notes

| 44

(Continued)

	1 August 2022
Liabilities
Trade and other payables	(110)
Payables to employees	(42)
Current tax liabilities	(2)
Total liabilities	(154)
Net assets directly associated with the deconsolidated subsidiary	25
Fair value of interest retained in the subsidiary	3
Loss on the deconsolidation of subsidiary	22

Deconsolidation of subsidiary UAB JTPG results in a loss of EUR 22 thousand which is recognized under expenses category in the Group’s

Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income for the financial year ended 31 December 2022.

Amount of cash and cash equivalents of subsidiary that is deconsolidated decreased by amount of interest retained in the subsidiary is

included in the Consolidated Statement of Cash Flows for the year ended 31 December 2022 under line “Deconsolidation of subsidiary net

of cash deconsolidated”.

19. Finance costs

Group and Company

	2022	2021
Interest expenses on bonds issued	1 806	255
Transaction fee	103	34
Interest expenses on loans received	1	4
Total finance costs	1 910	293

Increase in the interest expenses on bonds issued for the year ended 31 December 2022 in comparison to the year ended 31 December

2021 is related to the issue of Green bonds in accordance to agreement signed on 14 December 2021 and estimated interest expenses

under the agreement.

20. Income tax

The main components of corporate income tax expenses for the financial year ended 31 December 2022 and 31 December 2021 are as

follows:

		Group			Company
	2022		2021	2022		2021
Income tax expense for the current year		3	1		-	1
Total income tax		3	1		-	1

Following the provisions of the Lithuanian Law on Corporate Income Tax, all income of closed-end investment companies operating in

accordance with the Lithuanian Law on Collective Investment Undertakings are not subject to taxation. Corporate income tax expense for

the financial year ended 31 December 2022 and 31 December 2021 is calculated based on the results of the subsidiary that is consolidated.

Reconciliation of income tax expense and the accounting profit multiplied by the applicable tax rate for the year ended 31 December 2022

and 31 December 2021 is presented in the table below:

III. Notes

| 45

	Group		Company
	2022	2021	2022	2021
Profit before tax	13 367	5 656	13 360	5 656
Income tax expense calculated at the statutory rate in Lithuania	2 005	848	2 004	848
Non-taxable income	(2 006)	(847)	(2 004)	(847)
Elimination of result of deconsolidation	3	-	-	-
Elimination of fair value adjustment on investment in subsidiary	1	-	-	-
Income tax expense recognised in profit or loss	3	1	-	1

21. Segment information

Operating reportable segments of the Group are separated on the basis of each consolidated entity, as chief operating decision-maker

(hereinafter - CODM) monitors performance of Group entities and makes decisions about resources based on results of Group entities

separately.

The Group provides two types of services, which are identified as its reportable segments. The following summary provides description of

services of each reportable segment:

Reportable segment	Description of services
Investment activities	Investment of collected funds in renewable energy infrastructure objects and related assets such
	as renewable energy sources, energy efficiency projects, energy resources distribution and
	transmission networks and their storage facilities, etc. Services are provided by AEI for the year
	ended 31 December 2022.
Project management and	Provision of project management and consultation services in relation to development and
consultation services	operational activities of the Group. Services are provided by UAB JTPG for the period starting
	1 January 2022 ending 31 July 2022 and by AEI Development starting 1 August 2022 ending
	31 December 20	22.

The CODM does not monitor the results of the Group based on geographical segments.

The following table presents information on profit or loss, assets and liabilities by operating reportable segments of the Group for the year

ended 31 December 2022:

Investment

activities

		Project
		management	Reclassifications
		and	and consolidation	Total
		consultation	adjustments
		services
Segment profit or loss
Income
Net gain on financial assets at fair value through profit	19 635	-	-	19 635
or loss
Other income	73	-	-	73
Dividend income	21	-	-	21
Inter-segment income	-	780	(780)	-
Total income	19 729	780	(780)	19 729
Expenses
Administrative expenses	(4 435)	(751)	780	(4 406)
Loss allowance on prepayments	(25)	-	-	(25)
Loss from deconsolidation of a subsidiary	-	-	(22)	(22)
Foreign exchange income	1	-	-	1
Interest expenses	(1 910)	-	-	(1 910)

III. Notes

| 46

(Continued)

Investment

activities

		Project
		management	Reclassifications
		and	and consolidation	Total
		consultation	adjustments
		services
Profit before tax	13 360	29	(22)	13 367
Income tax	-	(3)	-	(3)
Profit after tax	13 360	26	(22)	13 364
Segment assets and liabilities
Segment assets	156 590	37	-	156 627
Segment liabilities	53 058	36	-	53 094

The following table presents information on profit or loss, assets and liabilities by operating reportable segments of the Group for the year

ended 31 December 2021:

Investment

activities

		Project
		management	Reclassifications
		and	and consolidation	Total
		consultation	adjustments
		services
Segment profit or loss
Income
Net gain on financial assets at fair value through profit	7 847	-	-	7 847
or loss
Other income	2	-	-	2
Dividend income	204	-	-	204
Inter-segment income	-	285	(285)	-
Total income	8 053	285	(285)	8 053
Expenses
Administrative expenses	(2 110)	(279)	285	(2 104)
Interest expenses	(293)	-	-	(293)
Profit before tax	5 650	6	-	5 656
Income tax	-	(1)	-	(1)
Profit after tax	5 650	5	-	5 655
Segment assets and liabilities
Segment assets	96 215	25	-	96 240
Segment liabilities	31 209	18	-	31 227

Total of profit after tax of reportable segments presented in the tables above reconciles with the consolidated profit after tax presented in

the Consolidated Statement of Profit or Loss for the year ended 31 December 2022 and 31 December 2021. Total assets and liabilities of

reportable segments presented in the table above reconcile with consolidated assets and liabilities presented in the Consolidated Statement

of Financial Position as at 31 December 2022 and 31 December 2021.

22. Related parties

The following income and expenses occurred with related parties:

Group and Company

Related party	Income / Expense type	Note	2022	2021
Shareholder	Interest expenses on bonds issued	12, 19	9	36
UAB Saulės energijos projektai	Dividend income	2, 16	21	204
UAB Saulės energijos projektai	Interest expenses on loan received	13, 19	1	4

III. Notes

| 47

Group and Company

(Continued)

Related party	Income / Expense type	Note	2022	2021
Energy Solar Projekty sp. z o. o.	Interest income on loan granted	2, 16	1 288	1 288
PV Energy Projects sp. z o. o.	Interest income on loan granted	2, 16	2 081	406
PL Sun sp. z o. o.	Interest income on loan granted	2, 16	802	-
Zalais Speks SIA	Interest income on loan granted	2, 16	17	-
UAB Ekoelektra	Interest income on bonds acquired	2, 16	41	32
UAB Žaliosios investicijos	Interest income on bonds acquired	2, 16	1 496	136
UAB KNT Holding	Interest income on bonds acquired	2, 16	293	-
UAB Nimela	Interest income on bonds acquired	2, 16	167	-

The following outstanding balances are outstanding at the end of the financial year in relation to transaction with related parties:

Group and Company

Related party	Asset / Liability type	Note	31 December	31 December
			2022	2021
Shareholder	Non-redeemed bonds	12	-	173
Shareholder	Payable interest amount on bonds	12	-	1
UAB Saulės energijos projektai	Payable principal on loan received	13	12	12
UAB Saulės energijos projektai	Payable interest amount on loan received	13	100	99
Energy Solar Projekty sp. z o. o.	Receivable principal on loan granted	2	14 950	14 950
Energy Solar Projekty sp. z o. o.	Receivable interest on loan granted	2	3 209	2 860
PV Energy Projects sp. z o. o.	Receivable principal on loan granted	2	44 024	7 365
PV Energy Projects sp. z o. o.	Receivable interest on loan granted	2	2 501	420
PL Sun sp. z o. o.	Receivable principal on loan granted	2	13 230	-
PL Sun sp. z o. o.	Receivable interest on loan granted	2	790	-
Zalais Speks SIA	Receivable principal on loan granted	2	203	-
Zalais Speks SIA	Receivable interest on loan granted	2	17	-
UAB Ekoelektra	Receivable principal on bonds acquired	2	331	593
UAB Ekoelektra	Receivable interest on bonds acquired	2	34	32
UAB Žaliosios investicijos	Receivable principal on bonds acquired	2	22 775	24 625
UAB Žaliosios investicijos	Receivable interest on bonds acquired	2	41	136
UAB KNT Holding	Receivable principal on bonds acquired	2	2 991	-
UAB KNT Holding,	Receivable interest on bonds acquired	2	66	-
UAB Nimela	Receivable principal on bonds acquired	2	3 010	-
UAB Nimela	Receivable interest on bonds acquired	2	167	-

Transactions with Key Management Body

The following income and expenses occurred with Key Management Body:

Group and Company

Related party	Income/ Expenses type	2022	2021
Management Company	Success fee	1 873	631
Management Company	Management fee	1 064	631

The following asset and liabilities occurred with Key Management Body:

III. Notes

| 48

Group and Company

Related party	Asset / Liability type	31 December 2022	31 December 2021
Management Company	Accrued success fee	2 503	631
Management Company	Payable management fee	312	243

Share purchase and sale transactions with related parties

Group and Company

	31 December 2022	31 December 2021
As at year start	18 728	18 348
Shares distributed (related company)	1 831	-
Redeemed shares (related company)	-	-
Shares distributed (related person)	-	381
Redeemed shares (related person)	-	-
As at year end	20 560	18 728

As at 31 December 2022, related parties owned 20 559 560 units of the Company's shares amounting to 37,46% of the total amount of

shares (as at 31 December 2021, related parties owed 18 728 394 units and 46,75% of the total amount of shares).

23. Financial risk management

The Group the assesses following financial risks related to its activity: liquidity, credit, interest rate, foreign exchange, and operational risks.

The objective of financial risk management is to identify, assess and manage the risks that the Group might be exposed to.

23.1. General risk

The value of Group’s investments may both go up and down and, therefore, the values of the Group’s Shares may fluctuate during the term

of the Group’s operations. Past performance of the Group cannot guarantee the same future results. In addition, main investments of the

Group will be made in infrastructure assets and related properties so there are risks related to investments in such infrastructure assets and

properties. This risk may be inherent to the overall market of this type of properties or separate segments of this market and cover, inter

alia, global, regional, or national socio-economic conditions, supply of and demand for infrastructure assets and properties targeted by the

Group for investment, financial capacity of buyers and sellers, changes in the legal environment and legislation related to infrastructure

assets and properties, changes in the tax environment, etc.

23.2. Market risk

There is a risk that due to the deteriorating global, regional, or national situation (e.g., macroeconomic changes, wholesale energy prices,

political, legal risks, or actions of investors in a particular region) the value of the property acquired by the Group or income received from it

will decrease, maintenance (administration) costs of such property will increase thereby reducing the value of Group’s investments.

The Company, its subsidiaries and associates are not traded on the regulated market. Subsidiaries and associates mainly operate in the

Lithuanian - Polish markets where value drivers are dependent on the specific energy regulation. The effect of changes in equity prices on

the results of the Group is zero.

The Company carries out its main transactions with entities of the Group. Loans granted and bonds issued with a fixed interest rate, therefore

there is no impact of interest rate fluctuation on the results of the Group. Changes in market rates and it’s impact on the fair value of fixed

rate instruments the Company owns is determined within valuation reports of independent business assessor. Changes in fair value of

instruments are accounted for based on the valuation reports. Refer to Note 2.

23.3. Liquidity risk

There is a risk of incurring losses due to low market liquidity which will prevent the disposal of the infrastructure assets and related

properties acquired by the Group at the preferred time and the desired price, or which will prevent the sale of the infrastructure assets and

related properties acquired by the Group in general. There is also a risk that due to the deteriorating global, regional, or national economic

III. Notes

| 49

situation the return demanded by the Investors will increase and the terms of financing from banks will deteriorate, which will make the sale

of the Group’s investments last longer than expected. To mitigate this risk, the Group will start selling the acquired assets at least 2 to 3

years before the end of the term of the Company’s operations so that it can freely regulate the sale process and choose from the offers of

buyers.

Liquidity risk is the risk that the Group may not be able to generate sufficient cash resources to settle its obligations in full as they fall due

or can only do so on terms that are materially disadvantageous. The Group’s objective is to maintain sufficient liquidity resources to maintain

operations, meet its financial obligations and liabilities, pay distributions, and provide funds for capital expenditures and investment

opportunities. Management seeks to achieve these objectives through:

- Preparation of regular forecast cash flows to understand the application and use of funds; and

- Identification of future funding, including new debt facilities.

The Group describes the management of liquidity risk as conservative which refers to the sufficient ensuring of the amount of cash and

cash equivalents. The Group’s cash flows are positive, hence the liquidity risk is considered to be low. Due to this reason, the Group’s

management did not implement any formal procedures to manage the liquidity risk. The Group manages the liquidity risk by signing long-

term trading contracts with major buyers.

The following tables present contractual maturities of the Group‘s and Company‘s financial assets and liabilities based on undiscounted

contractual payments as at 31 December 2022 and 31 December 2021:

Group

		Cash flows as at 31 December 2022
	Total	Less than 1	1 to 3 years	3 to 5 years	More than 5
		year			years
Financial assets
Non-current assets
Bonds acquired	29 107	-	-	3 010	26 097
Loans granted	72 407	-	-	72 204	203
Other financial assets	1 650	-	-	1 650	-
Current assets
Cash and cash equivalents	9 877	9 877	-	-	-
Total financial assets	113 041	9 877	-	76 864	26 300
Financial liabilities
Non-current liabilities
Bonds issued	52 000	-	-	52 000	-
Loans received	112	-	-	112	-
Current liabilities
Bonds issued	116	116	-	-	-
Trade and other payables	389	389	-	-	-
Total financial liabilities	52 617	505	-	52 112	-

Company

		Cash flows as at 31 December 2022
	Total	Less than 1	1 to 3 years	3 to 5 years	More than 5
		year			years
Financial assets
Non-current assets
Bonds acquired	29 107	-	-	3 010	26 097
Loans granted	72 407	-	-	72 204	203
Other financial assets	1 650	-	-	1 650	-
Current assets
Cash and cash equivalents	9 877	9 877	-	-	-
Total financial assets	113 041	9 877	-	76 864	26 300

III. Notes

| 50

Company

(Continued)

		Cash flows as at 31 December 2022
	Total	Less than 1	1 to 3 years	3 to 5 years	More than 5
		year			years
Financial liabilities
Non-current liabilities
Bonds issued	52 000	-	-	52 000	-
Loans received	112	-	-	112	-
Current liabilities
Bonds issued	116	116	-	-	-
Trade and other payables	379	379	-	-	-
Total financial liabilities	52 607	495	-	52 112	-

Group and Company

		Cash flows as at 31 December 2021
	Total	Less than 1	1 to 3 years	3 to 5 years	More than 5
		year			years
Financial assets
Non-current assets
Bonds acquired	25 218	-	-	-	25 218
Loans granted	22 315	-	-	22 315	-
Other receivables	2 400	-	1 600	800	-
Current assets
Other receivables	860	860	-	-	-
Cash and cash equivalents	26 464	26 464	-	-	-
Total financial assets	77 257	27 324	1 600	23 115	25 218
Financial liabilities
Non-current liabilities
Bonds issued	25 232	58	-	25 174	-
Loans received	111	-	-	111	-
Current liabilities
Bonds issued	5 160	5 160	-	-	-
Trade and other payables	271	271	-	-	-
Total financial liabilities	30 774	5 489	-	25 285	-

23.4. Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge a contractual obligation or commitment that it has

entered with the Group, resulting in a financial loss to the Group. In managing the credit risk, the Group seeks to select only creditworthy

counterparties whose reliability is not in doubt.

As at 31 December 2022 and 31 December 2021 credit risk is assessed in regard to other financial assets consisting of restricted cash for

bank guarantees (Note 3) and cash at bank (Note 8) which are not accounted at fair value through profit and loss.

The Group is exposed to limited credit risk in regarding to cash held at bank as the bank is a counterparty with a high credit rating issued by

foreign rating agencies (please refer to Note 8). Given the high credit ratings of the banks, the Group considers the probability of bank failure

to be zero.

The following table presents a summary of Group's exposure to credit risk and staging of prepayment and receivables measured at

amortised cost as at 31 December 2022:

III. Notes

| 51

Group

Asset type	Note	12 month or lifetime	Gross carrying	Loss allowance	Net carrying
		ECL?	amount		amount
Prepayments	5	Lifetime ECL	50	(25)		25
		(simplified approach)
Other receivables	7	Lifetime ECL	167	-		167
		(simplified approach)

Company

Asset type	Note	12 month or lifetime	Gross carrying	Loss allowance	Net carrying
		ECL?	amount		amount
Prepayments	5	Lifetime ECL	50	(25)		25
		(simplified approach)
Other receivables	7	Lifetime ECL	128	-		128
		(simplified approach)

The maximum exposure to credit risk in relation to financial assets, excluding financial assets measured at fair value through profit or loss,

as at reporting date is equal to the carrying value of each class of financial assets.

As at 31 December 2022 and 31 December 2021, the Group does not hold any collaterals in respect of loans granted and bonds acquired.

Loan agreements that the Group concluded have clauses specifying that no additional collateral shall be offered to the Group to secure the

performance of obligations under the loan agreements concluded.

On 29 June 2016, the Group concluded an agreement with AB SEB bankas, by which the Group has guaranteed that it’s associate UAB

Saulės energijos projektai completes the obligations under loan agreement until 27 June 2023. The shares and assets of the associate are

pledged under this agreement.

On 26 May 2020, the subsidiary Energy Solar Projekty sp.z o. o. concluded financing agreements with DNB Bank Polska sp. z o. o. and

European Investment bank. The Energy Solar Projekty sp. z o. o. and it‘s subsidiaries’ shares and assets are pledged in favour of lenders.

During 2022 DNB Bank Polska sp. z o. o. suspended it activities in Poland, all the rights and obligations of financing agreements were

transferred to BANK PEKAO.

On 26 October 2021, the Company issued a parent company guarantee to with EE Lithuania Emerald ApS, by which it unconditionally

guaranteed for the payment for the full and timely fulfilment of the shares purchase agreement payment obligation concerning the entire

share capital of UAB EE Emerald Holding. The contingent liability of the Group under this guarantee agreement is limited to EUR 8 966

thousand.

For the year ended 31 December 2022, Group has issued bank guarantees in the amount of EUR 1 650 thousand in regards to obligations

its subsidiary UAB JTPG has based on agreements related to investing in solar farm infrastructure. and with an intention to confirm that the

subsidiary would fulfil its obligations under these agreements. The term of bank guarantees is 1 July 2026. Bank guarantees are issued by

depositing funds of the Company which keep them restricted for general use of the Company. Please refer to Note 3.

For the year ended 31 December 2022, the Group had signed netting agreements with UAB KNT Holding and UAB Žaliosios Investicijos, to

net their obligations towards each other. Please refer to Note 2.

As at 31 December 2022 and 31 December 2021, the Group had loans that have not yet been paid out. The Group's commitments in regard

to loans granted and not yet paid out are summarized in the table below.

Commitments in regard to loans granted and bonds issued as at 31 December 2022:

Group and Company

							Commitment
					Contractual	Amount of	amount
Borrower		Type	Debt date	Maturity date	interest rate	loan granted	according to
							loan
							agreement
Energy Solar Projekty sp. z o. o.	Loan		2019-05-31	2026-01-05	8,50%	44 950	48 000
PV Energy Projects sp. z o. o. (3)	Loan		2021-06-02	2026-01-05	8,50%	1 510	2 752
PV Energy Projects sp. z o. o. (5)	Loan		2022-06-20	2026-01-05	8,50%	21 159	36 600
PL Sun sp. z o.o. (1)	Loan		2022-02-28	2026-01-05	8,50%	11 000	19 000

III. Notes

| 52

Group and Company

(Continued)

						Commitment
				Contractual	Amount of	amount
Borrower	Type	Debt date	Maturity date	interest rate	loan granted	according to
						loan
						agreement
PL Sun sp. z o. o. (2)	Loan	2022-07-29	2026-01-05	8,50%	1 280	1 980
PL Sun sp. z o. o. (3)	Loan	2022-12-07	2026-01-05	14,00%	950	1 314
UAB Ekoelektra	Bonds	2022-02-14	2028-01-05	12,00%	331	3 000
UAB Žaliosios investicijos,	Bonds	2021-11-12	2052-12-31	8,50%	28 394	30 000
UAB KNT Holding	Bonds	2022-10-27	2028-01-05	12,00%	2 990	20 000
UAB Nimela	Bonds	2022-07-18	2026-02-05	12,00%	3 010	30 000

Commitments in regard to loans granted and bonds issued as at 31 December 2021:

Group and Company

						Commitment
				Contractual	Amount of	amount
Borrower	Type	Debt date	Maturity date	interest rate	loan granted	according to
						loan
						agreement
Energy Solar Projekty sp. z o. o.	Loan	2019-05-31	2026-01-05	8,50%	44 950	48 000
PV Energy Projects sp. z o. o. (1)	Loan	2020-10-01	2026-01-05	8,50%	1 377	2 400
PV Energy Projects sp. z o. o. (3)	Loan	2021-06-02	2026-01-05	8,50%	1 510	2 752
PV Energy Projects sp. z o. o. (4)	Loan	2021-09-09	2023-04-30	8,50%	-	15 500
UAB Žaliosios investicijos	Bonds	2021-11-12	2052-12-31	8,50%	24 625	25 000

23.5. Fair value

All assets 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.

Quantitative disclosures of the Group’s and the Company's financial assets in the fair value measurement hierarchy as at 31 December

2022:

	Level 1	Level 2	Level 3	Total
Financial assets
Investment assets at fair value through profit or loss	-	-	144 908	144 908
Other non-current receivables at fair value through profit or loss	-	-	-	-
Other current receivables at fair value through profit or loss	-	-	-	-

For the year ended 31 December 2022, the Group and the Company had investment assets which are measured at fair value through profit

or loss and considered Level 3 in the fair value hierarchy. There were no movements in between the levels in the fair value measurement

hierarchy during the year. For changes in the Level 3 items for the year ended 31 December 2022 refer to Note 2.

Quantitative disclosures of the Group’s and the Company's financial assets in the fair value measurement hierarchy as at 31 December

2021:

	Level 1	Level 2	Level 3	Total
Financial assets
Investment assets at fair value through profit or loss	-	-	66 681	66 681
Other non-current receivables at fair value through profit or loss	-	-	2 083	2 083
Other current receivables at fair value through profit or loss	-	-	850	850

III. Notes

| 53

For the year ended 31 December 2021, the Group and the Company had investment assets, other non-current and current receivables which

are measured at fair value through profit or loss and considered Level 3 in the fair value hierarchy. There were no movements in between

the levels in the fair value measurement hierarchy during the year. For changes in the Level 3 items for the year ended 31 December 2021

refer to Note 2.

Division of financial instruments by category

Fair value and carrying amounts of financial assets and liabilities of the Group and the Company by category as at 31 December 2022:

	Group		Company
	Carrying		Carrying
		Fair value	Fair value
	amount		amount
Financial assets at fair value through profit or loss
Investment assets at fair value through profit or loss	144 908	144 908	144 908	144 908
Total financial assets at fair value through profit or loss	144 908	144 908	144 908	144 908
Financial assets at amortised cost
Other financial assets*	1 650	1 650	1 650	1 650
Prepayments*	25	25	25	25
Other receivables*	167	167	128	128
Cash and cash equivalents*	9 877	9 877	9 877	9 877
Total financial assets at amortised cost	11 719	11 719	11 680	11 680
Financial liabilities at amortised cost
Bonds issued*	52 116	49 873	52 116	49 873
Loans received*	112	112	112	112
Trade and other payables*	3 084	3 084	3 073	3 073
Payable to employees*	24	24	-	-
Total financial liabilities at amortised cost	55 336	53 093	55 301	53 058

Fair value and carrying amounts of financial assets and liabilities of the Group and the Company by category as at 31 December 2021:

	Group		Company
	Carrying		Carrying
		Fair value	Fair value
	amount		amount
Financial assets at fair value through profit or loss
Investment assets at fair value through profit or loss	66 681	66 681	66 681	66 681
Other non-current receivables through profit or loss	2 083	2 083	2 083	2 083
Other current receivables at fair value through profit and loss	850	850	850	850
Total financial assets at fair value through profit or loss	69 614	69 614	69 614	69 614
Financial assets at amortised cost
Prepayments*	150	150	150	150
Other receivables*	12	12	12	12
Cash and cash equivalents*	26 464	26 464	26 464	26 464
Total financial assets at amortised cost	26 626	26 626	26 626	26 626
Financial liabilities at amortised cost
Bonds issued*	30 392	30 066	30 392	30 066
Loans received*	111	111	111	111
Trade and other payables*	1 042	1 042	1 042	1 042
Payable to employees*	7	7	7	7
Total financial liabilities at amortised cost	31 552	31 226	31 552	31 226

*The carrying values of the Group‘s and the Company‘s other financial assets, prepayments, other receivables at cost, cash and cash

equivalents, bonds issued, loans received, trade and other payables and payable to employees are a reasonable approximation of their fair

values. In the Statement of Financial Position, only investment assets and other non-current and current receivables are measured at fair

value through profit or loss.

III. Notes

| 54

23.6. Equity price risk

Equity price risk is the risk of unfavourable changes in the fair value of equity instruments.

As at 31 December 2022 and 31 December 2021 the Group holds shares of its subsidiaries and associates, therefore is exposed to equity

securities price risk, as prices of such securities in the future are uncertain. Equity securities prices are observed and measured based on

the market value of subsidiaries and associates determined in the valuation report by the independent assessors, which is prepared at least

twice a year. The Group holds both controlling interest in equity shares and debt instrument issued by the subsidiaries and associates,

therefore the fair value is determined for the aggregated equity and debt financial instrument as one unit.

The Group‘s and the Group's aggregated financial assets at a fair value are as follows:

Group and Company

	31 December 2022	31 December 2021
Equity and debt financial instrument	144 908	66 681

As equity securities are not publicly traded, their prices are determined based on valuation reports submitted by independent assessors and

benchmark indexes are not used, the impact of changes in the fair value cannot be reasonably evaluated.

In order to manage the price risk, the Group's Management is obliged to ensure the diversification of the investments. The Group's

management responsibly selects investment objects, performs a thorough investment analysis, and make efforts to ensure to comply with

the investment restrictions set out in the Group's prospectus.

The Group invests in renewable energy infrastructure facilities and related assets. Renewable energy infrastructure facilities and related

assets include the following facilities: renewable energy production sources, energy efficiency projects, distribution and transmission

networks of energy resources and their storage and other similar facilities. The Group invests in renewable energy infrastructure facilities

and related assets by acquiring equity securities (not less than 10% of equity securities that grant the voting right, if these securities are not

admitted to trading on a trading venue, in other cases – not more than 20% of equity securities that grant the voting rights) and non-equity

securities, including convertible bonds, movable property (plant, equipment, and other similar property) and real estate.

23.7. Interest rate risk

There is a risk that a rapid recovery of the global economy or a higher inflation rate may force central banks to raise interest rates which will

entail higher costs of administration of credits related to the Group’s investments, thereby reducing the value of the Group’s investments.

To mitigate this risk, the Group may hedge against interest rate risks by concluding respective transactions in financial instruments, where

necessary.

As at 31 December 2022 and 31 December 2021 the Group only has assets (loans granted, bonds acquired) and liabilities (loans received,

bonds issued) that are subject to fixed interest rates, therefore the Group is not exposed to interest rate risk. The Group's assets and liabilities

do not use benchmark rates.

The fair value of the Group's investments in equity and debts instruments is measured on an aggregated basis. Among other investments,

it holds both a controlling interest in equity shares and a debt instrument issued by the subsidiaries.

From a business strategy perspective, and in a manner consistent with standard practice in its industry, The Group evaluates the

performance of its investments in subsidiaries and makes acquisition and disposal decisions on an aggregate basis rather than by

considering the shares and debt separately.

When it holds both a controlling interest in the shares of a subsidiary and debt issued by that subsidiary, the Group rarely, if ever, disposes

of one instrument without also disposing of the other as this ensures that its return on investment is maximised. Therefore, the risk arising

solely from interest is not applicable.

23.8. Foreign exchange risk

Foreign exchange risk is the risk that the value of cash flows of financial instruments may volatile in the future due to changes in foreign

exchange rates. The Group’s investments will be mainly made in the Euro, therefore Group assets and liabilities are considered to be free of

foreign exchange risk.

To mitigate this risk, the Group may hedge against exchange rate risks using derivative financial instruments but neither the Group nor the

Management Group can guarantee that these hedges will cover the entire or majority of the investment portfolio.

III. Notes

| 55

For the financial year ended 31 December 2022 and the financial year ended 31 December 2021 derivative financial instruments are not

used to hedge against the risks associated with foreign currency fluctuations.

As at 31 December 2022 the Company has receivables denominated in PLN in the amount of EUR 105 thousand (refer to Note 7). An

increase of 10% in the PLN/EUR rate would result in foreign exchange loss in the amount of EUR 10 thousand. A decrease of 10% in the

PLN/EUR rate would result in foreign exchange gain in the amount of EUR 12 thousand.

23.9. Operational risk

Operational risk refers to mismanagement, error, or fraud in relation to financial risk management resulting in financial loss to the Group. It

is managed by maintaining a strict review of the accounts and the financials of the Group, whilst ensuring that suitably experienced and

qualified staff implements those reviews, appropriate contractual arrangements are in place with counterparties and compliance with the

laws and regulations is maintained.

23.10. Capital risk management

The Group’s objective in managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for

the shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Group's capital management, capital includes issued capital, share premium and all other equity reserves attributable

to the equity holders of the Group.

The Group performs the following in order to maintain capital structure and ensure effective capital management:

• Regularly monitor the performance of the Group and adjust distributions the Group pays to Shareholders;

• Issue new shares in accordance with the constitutional documents of the Group to existing or new Shareholders;

• Restrict redemption of shares in accordance with the constitutional documents.

23.11. Property development risk

There is a risk that the development projects of the Group will take longer or cost more than expected, thereby reducing the value of the

Group’s investments. To mitigate this risk, the Group will allocate sufficient resources to control the budget and implementation deadlines

of the development projects.

23.12. Limited diversification risk

The limits of investment of the Group’s assets are not regulated as tightly as those of other collective investment undertakings so the risk

spread is not broad and there is a risk that even a single unsuccessful investment may have a significant negative effect on the overall

result of the Group due to a limited number of investments. To mitigate this risk, the Management Company will choose the investment

objects responsibly, analyse the investments in great detail and will make every endeavour to ensure that the investment restrictions laid

down in this Prospectus are complied with.

23.13. Tax risk

There is a risk that a change in the economic climate and political situation in the country may result in new taxes applicable to the Group

and investment objects of the Group and/or an increase in the current tax rates, thereby reducing the return on investments of the Group.

23.14. Political and legal risk

A Group which invests in one geographic region or economic sector is exposed to higher political and/or legal risks. Political risks are

inherent in to all developing countries. They are high in countries that are not members of the European Union, especially in the developing

countries. Political instability in the country may lead to legal, tax, fiscal and regulatory changes such as nationalisation, confiscation,

restriction of the free movement of capital and other political decisions which may have an adverse effect on the value of the Group’s Share.

23.15. Geopolitical risk

III. Notes

| 56

There is a risk that the operations of the Group may be affected by geopolitical changes (such as conflicts between countries, internal

conflicts of neighbouring countries, uprisings, or wars) resulting in a lower value of the Group’s investments or failure to dispose of the

investment objects acquired by the Group at the preferred time and the desired price.

In February 2022, the Russian Federation invaded Ukraine. The military actions affect not only the economies of Ukraine, Russia and Belarus,

but also the whole European Union and the global economy. As at the date these financial statements were authorized for issue, the situation

in Ukraine is extremely volatile and inherently uncertain. Company does not invest in Ukraine, Russia and Belarus and does not have

subsidiaries in these markets, the management of the Company has concluded that:

• no expected credit losses adjustments should be made as Company and its subsidiaries do not have balances with indicated

countries;

• no adjustments to the carrying amounts of assets and liabilities should be made;

• the situation does not have an impact on Company’s ability to continue as a going concern;

• general potential effects that are tightly related to the Company’s activities are an increase in electricity prices, possible disruptions

in the supply chain as well as increased inflation and growing prices of other materials.

In the management’s opinion, considering the ongoing and dynamic nature of the situation, a reliable estimate of the financial impact cannot

be presently made.

23.16. Group’s property valuation risk

The assets acquired by the Group will be evaluated according to the main rules laid down in the Prospectus. The valuation of individual

items of assets of the Group will be carried out by a property or business valuator but such valuation constitutes only the estimated value

of the assets which does not automatically mean an accurate realisable value of the Group’s assets which depends on a number of factors,

e.g., economic, and other conditions beyond the control of the Management Group and its employees. Therefore, the realisable value of the

Group’s assets may be either above or below the value of the assets determined by the property or business valuator.

23.17. Fluctuation risk

The value of the Group’s investments may significantly increase or decrease within a relatively short period of time and as a result of this

the Group’s NAV may significantly increase or decrease within a relatively short period of time. A significant increase or decrease in the

Group’s NAV within a relatively short period of time may cause sudden significant fluctuations (increase or decrease) in the value of the

Group’s Shares.

24. Subsequent events

On 9th of January 2023, the Group has entered new bond agreement with UAB Atelda and acquired a total amount of 50 000 bonds with

issue price of EUR 1 each. Bonds acquired are issued with interest rate of 14 % and maturity date of 5 February 2026. The Group subscribed

to a total amount of 3 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until 5 February 2026.

On 9th of January 2023, the Group has made loan instalments in amount of EUR 2 600 thousand to subsidiary PV Energy Projects sp. z o.

o. based on loan agreement dated 20 June 2022.

On 19th of January 2023, the Group has made loan instalments in amount of EUR 2 005 thousand to subsidiary PL Sun sp. z o. o. based

on loan agreement dated 28 February 2022.

On 20th of January 2023, the Group has acquired a total amount of 23 000 bonds with issue price of EUR 1 according to bond subscription

agreement with UAB Ekoelektra dated 14 February 2022.

On 25th of January 2023, the Group has acquired a total amount of 1 000 bonds with issue price of EUR 1 according to bond subscription

agreement with UAB Nimela dated 18 July 2022.

On 25th of January 2023, the Group has entered new bond agreement with UAB JTPG and acquired a total amount of 50 000 bonds with

issue price of EUR 1 each. Bonds acquired are issued with interest rate of 14 % and maturity date of 5 February 2026. The Group subscribed

to a total amount of 12 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until 5 February 2026.

On 27th of January 2023, the Group has made loan instalments in amount of EUR 1 200 thousand to subsidiary PL Sun sp. z o. o. based

on a new loan agreement dated 24 January 2023. The Group is obligated to grant loan of EUR 19 000 thousand.

On 27th of January 2023, the Group has made loan instalments in amount of EUR 1 100 thousand to subsidiary PV Energy Projects sp. z

o. o. based on a loan agreement dated 20 June 2022.

III. Notes

| 57

On 31st of January 2023, the Group has issued a guarantee in amount of EUR 2 000 thousand in regard to obligations subsidiary UAB

Atelda has towards land owner and with an intention to confirm that subsidiary would fulfil its obligations under their cooperation agreement.

On 9th of February 2023, the Group has acquired a total amount of 2 507 000 bonds with issue price of EUR 1 according to bond

subscription agreement with UAB Ekoelektra dated 14 February 2022.

On 3th of March 2023, the Group has received an interest repayment of EUR 2 659 thousand from subsidiary Energy Solar Projekty sp. z o.

o according to loan agreement dated 31st May 2019. The Group has recognized a receivable from tax administrator of Poland, which refers

to withholding tax paid to the tax administrator of Poland by Energy Solar Projekty sp. z o.o. in relation to interest payment on loan granted

made to the Group.

On 7th of March 2023, the Group has entered a new bond agreement with UAB Rineila and acquired a total amount of 32 000 bonds with

issue price of EUR 1 each. Bonds acquired are issued with interest rate of 14 % and maturity date of 5 February 2026. The Group subscribed

to a total amount of 10 000 000 bonds and based on the agreement has the right to acquire the rest of the bonds until 5 February 2026.

On 7th of March 2023, the Group has acquired a total amount of 10 000 bonds with issue price of EUR 1 according to bond subscription

agreement with UAB KNT Holding dated 27

of October 2022.

On 7th of March 2023, the Group has made loan instalments in amount of EUR 1 200 thousand to subsidiary PL Sun sp. z o. o. based on a

loan agreement dated 24

January 2023.

On 23rd of March 2023, the Group has made loan instalments in amount of EUR 100 thousand to subsidiary PL Sun sp. z o. o. based on a

loan agreement dated 24

January 2023.

On 30th of March 2023, the Group has acquired a new associate Zala Elektriba SIA in Latvia which is measured at fair value through profit

and loss for the purchase value of EUR 1 400. The Group has granted loan to associate in amount of EUR 1 100 thousand based on the new

loan agreement dated 30th March 2023. The Group is obligated to grant loan of EUR 2 445 thousand.

On March 31, 2023, the subsidiary PV Energy Projects sp. z o.o. entered into an agreement with Bank Pekao S.A to secure financing for the

construction of 67.8 MW PV plants in Poland. As part of the financing arrangement, the Company pledged the shares and assets of its

subsidiary to the bank.

On 3rd of April 2023, the Group has acquired a total amount of 875 000 bonds with issue price of EUR 1 according to bond subscription

agreement with UAB Žaliosios investicijos dated 22

of November 2021.

There were no other significant events after end of the reporting financial year.

Financial statements signed by electronic signature:

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė

COMPANY‘S AND GROUP‘S ANNUAL REPORT

FOR 2022

ANNUAL REPORT FOR 2022

| 59

1.The Company’s situation, review of performance and development, main risks and uncertainties faced by the Company

UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors (hereinafter – the

Company), Company identification number: 304213372, registered on 15 March 2016 as UAB Atsinaujinančios energetikos investicijos. By

the decision of the Supervision Service of the Bank of Lithuania of 14 December 2020, the Company was transformed into a closed-end

investment company intended for informed investors UAB Atsinaujinančios energetikos investicijos upon approval of the Company’s Articles

of Association by the Supervision Service of the Bank of Lithuania. The Company began operating as a closed-end investment company on

16 December 2020. The Company’s data is stored and accumulated by the State Enterprise Centre of Registers (VĮ Registrų centras). The

address of the Company: Jogailos g. 4, Vilnius.

The area of activities of the Company

The objective of the Company is, by distributing the Company’s shares, to collectively invest the attracted funds into facilities of the

renewable energy infrastructure and related assets, such as renewable energy production sources, energy efficiency projects, energy

resources distribution and transmission networks and their protection, etc. as well as striving for earning profit for the shareholders.

The Company’s s shareholders who have more than 25% of the shares

ENERGY AND INFRASTRUCTURE SME FUND, a closed-end investment fund for informed investors (holds 33.43% of shares as of 31

December 2022).

The Company has not acquired its own shares.

The Company’s manager

Grėtė Bukauskaitė

Review of performance and development

68.1 MW of operating solar power projects in Poland and Lithuania have continued to operate smoothly in 2022, with no major disturbances

to report. The results have exceeded expectations, with revenue increasing by 47% and EBITDA by 59% compared to the budget. This was

driven by favourable weather conditions and high electricity prices during the high-yield season. Consolidated operating projects’ EBITDA

for the year 2022 was EUR million 9.0, which is significantly higher than the budgeted amount of EUR million 5.6. Similarly, consolidated

operating projects’ revenues for the year 2022 were million EUR 10.9 compared to the budgeted amount of million EUR 7.4.

Construction of a 67.8 MW solar PV portfolio in Poland is on track, with 46 MW of PV modules installed across 24 project sites. As of the

end of March 2023 the construction of 14 projects totalling 14 MW has been completed. While for the remaining 22 projects, construction

is expected to be finished by the end of May 2023. For the 14 constructed projects which have grid connection points prepared by the

distribution system operators, distribution agreements are being finalized. These Projects are expected to start generating electricity by the

end of April 2023.

The new portfolio of solar development projects in Poland has a capacity of 104.5 MW., The contracts with solar module and inverter

providers have been executed and deliveries for modules are planned for the end of April 2023. The BoS contract for the first 66.5 MW has

been executed as well, with the first stages of construction planned for the end of April 2023.

The Company holds 25% of shares of UAB Žaliosios investicijos, which manages the construction of a 185.5 MW portfolio, consisting of 34

wind turbines in Lithuania. Anykščiai wind park (49.5 MW) is already operational, with the commercial operation date (COD) estimated to

be reached in Q3 2023. Based on the latest indications provided by General Electric Renewables GmbH, the management of UAB Žaliosios

investicijos expects that the Jonava wind park (70 MW) will be operational in Q2 2023 with COD planned for Q3 2023, while the start of

operations for Rokiškis wind park (66 MW) is estimated in Q3 2023 with COD planned for Q4 2023.

As of 1 July 2022, fixed-price, monthly-fixed-volume electricity price hedging derivatives (the Price Hedging Agreement) entered into force

for approximately 50% of production for Anykščiai (49.5 MW) and Jonava (70 MW) wind parks. The wind parks being developed by these

companies did not yet produce electricity nor generated revenue to cover the unplanned Price Hedging Agreement costs at the time the

Price Hedging Agreement came into force. The management of UAB Žaliosios investicijos has entered into a deferred payments plan under

the Price Hedging Agreement. Taking into consideration obtained payouts from the insurance company, and received payments for

contractual liquidated damages from General Electric Renewables GmbH, an additional 3.75 mEUR equity capital injection was required by

the Company to balance out cash flow for UAB Žaliosios investicijos wind park portfolio. Currently, no additional investments are expected

to be made as risks related to the Price Hedging Agreement have been successfully manage.

Other notable key events in 2022 and 2023 Q1 were:

➢ Share purchase agreement for a hybrid 250 MW wind and 250 MW solar PV plant in Lithuania has been signed. The grid was

secured by signing the Letter of Intent (LOI) with the TSO in Q2 2022.

ANNUAL REPORT FOR 2022

| 60

➢ The rights to acquire 40 MW and 200 MW hybrid projects in Lithuania have been secured. The grid for both projects has been

secured by signing the Letter of Intent (LOI) with the TSO in Q2 2022.

➢ 70 MW solar PV development project has reached a development milestone - grid capacity has been secured.

➢ The environmental impact assessment procedure was completed for a 14 units of wind turbine generators (WTG’s) park. As of

the end of Q4 2022, the application for the grid reservation has been submitted to the TSO and the grid was reserved in Q1 2023.

Final grid connection conditions are expected to be received in Q2 2023, while the RtB stage is planned to be achieved in Q1-Q2

2024.

➢ Cooperation agreement with a major landowner was signed with the potential to develop a 150 MW wind park in Lithuania.

➢ The Company has made initial investments into an early-stage 102 MW wind power park project in Latvia.

➢ On the 31st of March 2023 the Company closed its final share subscription period with total investor commitments reaching

91,815,628.25 EUR.

➢ In Q1 2023 PV Energy Projects sp. z o.o. has secured long-term financing for its 67.8 MW solar project, which is currently under

construction. First solar PV plants from the portfolio will start the operations in Q2 2023.

Risks and uncertainties

Irrespective of the pandemic caused by the Covid-19 virus, the governments of the Baltic States and Poland continue to be strongly

committed to maintaining the Green Deal. Investments in renewable energy and infrastructure will be growing both in Poland and the Baltic

countries. Similar trends prevail throughout the world, from America to Australia. This also brings about certain risks, such as the risk of a

rise in raw materials prices and a longer supply time. In the wind energy sector, the main challenge is posed by the delivery of wind turbines

and transformers for the connection point. As of today, the average delivery time of wind turbine parts is approximately 18 months. This

means that a smooth construction process should be planned in advance very precisely, hence entrance to the project development in the

earlier stage is favourable.

The solar energy sector has maintained a steady production of components since the second quarter of 2022, and there have been no

significant changes in delivery and transportation issues. The price of solar panels is closely linked to the price of silicon, which has been

decreasing since the end of 2022, resulting in lower prices for modules. Despite advancements in renewable energy, solar projects have

encountered difficulties due to extended delivery times for transformer stations, which have resulted in a 20-30% increase in prices

compared to the previous period. Additionally, to keep up with the fast pace of development, it is necessary to expand the capacity of

electricity networks, which are dependent on government-controlled electricity network companies. This is one of the factors that limit the

rapid development of renewable energy.

Changes in the regulatory environment in Lithuania may lead to the intensive growth of hybrid projects. Existing stand-alone solar PV or

wind farms may seek to install a second-generation source in order to make more efficient use of grid capacity.

In February 2022, the Russian Federation invaded Ukraine. The military actions affect not only the economies of Ukraine, Russia and Belarus,

but also the whole European Union and the global economy. As at the date these financial statements were authorized for issue, the situation

in Ukraine is extremely volatile and inherently uncertain. The Company does not invest in Ukraine, Russia and Belarus and does not have

subsidiaries in these markets, nor does it attract any investments from the mentioned countries, therefore the management of the Company

has concluded that:

✓ no expected credit losses adjustments should be made as Company and its subsidiaries do not have balances with indicated

countries;

✓ no adjustments to the carrying amounts of assets and liabilities should be made;

✓ the situation does not have an impact on Company’s ability to continue as a going concern;

✓ general potential effects that are tightly related to the Company’s activities are an increase in electricity prices, possible disruptions

in the supply chain as well as increased inflation and growing prices of other materials.

In the management’s opinion, considering the ongoing and dynamic nature of the situation, a reliable estimate of the financial impact cannot

be presently made. Additionally, the Company’s management ensures compliance with the relevant EU sanctions and monitors for any

further restrictions by following the Management Company’s internal procedures.

2. Analysis of financial and non-financial operating results; environment and personnel-related information

The Company’s objective is to earn return for the Company’s investors from investments in facilities of the renewable energy infrastructure

and related assets.

ANNUAL REPORT FOR 2022

| 61

As at 31 December 2022, the Company’s investment assets at fair value through profit or loss were thousand EUR 144,908, which compared

to 31 December 2021 grew by thousand EUR 78,227 or 117.32%. As at 31 December 2022, the Company’s total assets were thousand EUR

156,590 total equity was thousand EUR 103,532, and total liabilities were thousand EUR 53,058. The Company’s total comprehensive income

for the period was thousand EUR 13,360, which was primarily driven by the gain on the investment portfolio due to the annual valuation of

the Company’s shares.

In 2020, the Company was transformed into an investment company. All employees and related costs have been transferred to the newly

acquired company UAB JTPG. The main activities of UAB JTPG: management of the Company’s projects.

From August 2022, all employees of UAB JTPG were transferred to the newly established UAB AEI Development, which took over the

management of the Company's projects and UAB JTPG started to invest directly in renewable energy projects.

The objective of the Company is sustainable investments as defined in Article 9 of Regulation (EU) 2019/2088 of 27 November 2019 of the

European Parliament and of the Council on sustainability-related disclosures in the financial services sector. The “do no significant harm”

principle applies only to those investments of the Company that take into account the EU criteria for environmentally sustainable economic

activities. The investments underlying the remaining portion of this financial product do not take into account the EU criteria for

environmentally sustainable economic activities. This classification stresses the Company’s ambition not only to advance the green energy

transition in the region but also to maintain a transparent value chain and favourable working conditions in the target companies followed

by engagement with the stakeholders.

In December 2021 and throughout 2022, the Company issued Green bonds to finance projects aimed at reducing emissions and increasing

renewable energy capacity, the total company’s obligations under Green bonds consist of million EUR 52.0. The Green bonds are listed on

the Nasdaq stock exchange since 19 July 2022. Currently, three projects are financed by the Green Bond proceeds with a focus on renewable

energy only: one wind farm project in Lithuania and two PV Solar Parks in Poland. The company published a separate report with an overview

of the positive environmental impact achieved using proceeds from Green Bonds issuances.

3. References and additional explanations about the data provided in the annual financial statements.

In drawing up the annual financial statements, the Company was guided by the provisions of the Law on Financial Reporting of the Republic

of Lithuania and the International Financial Reporting Standards.

4. The number of all shares acquired and held by the Company and their face value and the portion of the authorised capital constituted

by those shares.

None.

5. The number of all shares acquired during the reporting period and held by the Company and their face value and the portion of the

authorised capital constituted by those shares.

None.

6. Information about payment for own shares if they are acquired or transferred for consideration.

None.

7. Reason for the acquisition of own shares by the Company during the reporting period.

None.

8. Information on the Company’s branches and representative offices

The Company does not have any representative offices or branches.

9. Information about significant events that took place after the end of the reporting period.

There were no significant events except for those disclosed in the financial statements.

10. The Company’s operational plans and forecasts for 2023

In 2023, the Company will continue the two main strategic directions: investment in the development and construction of solar PV and wind

power plants. Primary investments will be mostly concentrated in solar PV power plants in Poland and wind parks in Lithuania. The

development of these projects will require considerable funds, which will be acquired through share capital and green bonds issuances as

well as through refinancing shareholder loans from the Company.

ANNUAL REPORT FOR 2022

| 62

11. Information on the Company’s research and development activities.

None

12. Objectives of the Company’s financial risk management, security instruments used for the main groups of envisaged transactions,

which are subject to hedge accounting, and scopes of the company’s price risk, credit risk, liquidity risk, and cash flow risk.

Information about financial risk management of the Company is disclosed in financial statements.

13. Information about other managerial positions held by the manager, board members, and supervisory board members of the public

limited liability company and private limited liability company (manager of the legal entity (legal form, name, identification number,

registered office address), member of a management body or supervisory body of the legal entity (legal form, name, identification

number, registered office address) and most important information about their main working place (position, legal entity’s legal form,

name, registered office address).

Management Company’s Board of Directors: As of 31 December 2022, the board of directors comprised of 5 board members:

➢ Jan Ake Gustaf Litborn

➢ Mindaugas Marcinkevičius

➢ Andrius Stonkus

➢ Antanas Vainauskas

➢ Giedrius Bernotas

Manager of the Company:

➢ Tomas Milašauskas (until 27th January 2023);

➢ Vilma Tvaronavičienė (from 28th January until 26th February 2023);

➢ Grėtė Bukauskaitė (from 27th February 2023).

Board members and Company‘s Manager data in the activities and capital of other companies, institutions and organizations ( more than

10 % of the capital and voting rights)

No.

Board Member /

Company Manager

The Name of the Company, Entity or

Organization

Position

Portion in the

capital of the

organisation, %

Antanas Vainauskas

UAB "Serenus"

Shareholder

100%

UAB INVESTI LT

Manager

50% shares owns

UAB Serenus

Advokatų kontora ,,Vainauskas ir

partneriai"

Lawyer

100%

UAB ,,LL Investicijos"

Board member

UAB ,,TAN Oil"

Board member

UAB ,,Diseta"

Board member

Mindaugas

Marcinkevičius

UAB ,,Glera"

Shareholder, Manager

100%

UAB ,,Taikos projektas"

Shareholder, Manager

100%

UAB ,,Biruliškių projektas"

Shareholder

100%

OÜ Attexo

Shareholder, Board member

100%

UAB ,,Ordeta"

Board member

AS „PN Project“

Supervisory Board member

Andrius Stonkus

UAB "Aemulus"

Shareholder

100%

Starlynx investment OU

Board member

100%

UAB „Koversijos projektai“

Indirect shareholder (via UAB

Aemulus)

100%

UAB "Parkdema"

Board member

UAB "Cogito Invest"

Manager, Board member

UAB Humitas

Indirect shareholder (via Starlynx

investment OÜ)

50%

AB Sparta

Supervisory Board member

ANNUAL REPORT FOR 2022

| 63

No.

Board Member /

Company Manager

The Name of the Company, Entity or

Organization

Position

Portion in the capital

of the organisation, %

Jan Ake Gustaf

Litborn

Advokatų kontora PK Advokat AB

Managing Partner

36%

Born Advokater KB

Managing Partner (via PK Advokat AB)

Varakani AB

Shareholder

100%

Atlant Ocean Racing AB

Shareholder

19%

Donap Advokat AB

Shareholder

100%

Backastad AB

Shareholder

15%

Giedrius Bernotas

UAB „AIRPORT BUSINESS PARK“

Shareholder

10%

AS „PN Project“

Board member

SIA „PN Management“

Board member

UAB Matuda

Director

Tomas

Milašauskas

Elektrownia PV Strefa sp. z o. o.

Board member

RRSP 87 sp. z o. o.

Board member

PV Zaganiec sp. z. o. o.

Board member

PV Lubrza 2 sp. z o. o.

Board member

E-SUN PV1

Board member

E-SUN PV2

Board member

UAB Ekoelektra

Board Member

UAB JTPG

Director

UAB KNT Holding

Director

UAB Nimela

Director

UAB Atelda

Director

UAB Rineila

Director

Zaļais Spēks, SIA

Board member

SIA SELP

Board member

UAB Žaliosios investicijos

Board member

UAB EE Emerald Holding

Board member

UAB Potentia industriae

Board member

UAB Anykščių vėjas

Board member

UAB Rokvėja

Board member

UAB AEI Development

Director

Vilma

Tvaronavičienė

UAB Lords LB Asset Management

Director

Grėtė Bukauskaitė

Energy and Infastructure SME fund

Fund Manager

Energy Solar Projekty sp.z o. o.

Board member

Energy Solar 1 sp. z o. o.

Board member

Energy Solar 2 sp. z o. o.

Board member

Energy Solar 3 sp. z o. o.

Board member

Energy Solar 4 sp. z o. o.

Board member

Energy Solar 6 sp. z o. o.

Board member

Energy Solar 10 sp. z o. o.

Board member

Matanzas sp. z o. o.

Board member

Moruga sp. z o. o.

Board member

UAB Ekoelektra

Director & Board member

UAB Žaliosios investicijos

Director

UAB EE Emerald Holding

Director

UAB Rokvėja

Director

UAB Anykščių vėjas

Director

ANNUAL REPORT FOR 2022

| 64

No.

Board Member /

Company Manager

The Name of the Company, Entity or

Organization

Position

Portion in the capital

of the organisation, %

Grėtė Bukauskaitė

UAB Potentia Industriae

Director

PV Energy Projects sp. z o. o.

Board member

UAB KNT Holding

Board member

This annual management report has been signed electronically by

Manager of UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors.

Grėtė Bukauskaitė

CORPORATE GOVERNANCE REPORTING FORM

CORPORATE GOVERNANCE REPORTING

| 66

UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors (hereinafter – 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 OMX 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.

1. Summary of the Corporate Governance Report:

The Company is a closed-end collective investment undertaking intended for informed investors, the form of activity of which is an

investment company intended for informed investors. The management bodies of the Company are not formed. The management of the

Company is assigned to the management company UAB „Lords LB Asset Management“ (hereinafter – the Management Company) under

the agreement on the management of the Company concluded between the Company and the Management Company, therefore, in

accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings Intended for Informed Investors (hereinafter –

LCIUIII) and on Lithuanian Corporate law (hereinafter – LCL), the rights and obligations of the management bodies of the Company are

transferred to the Management Company.

In compliance with the Company's Articles of Association, the documentation of the Management Company, and the relevant legislation of

the Republic of Lithuania, the Company's management body has specific rights, duties, functions, and competencies. The Management

Company is responsible for organizing and conducting the Company's General Meeting of Shareholders, managing the Company's

operations, maintaining accurate records of the Company's activities, and carrying out other responsibilities assigned to it. As per the Articles

of Association, the Company’s Manager makes investment decisions for managing the Company's assets, and the Board members of the

Management Company may also make specific decisions in accordance with its internal documents.

The General Meeting of Shareholders of the Company operates under the same competence, convening, and decision-making procedures

as specified in the LCL, unless otherwise stated in the Company's Articles of Association. Furthermore, the General Meeting of Shareholders

is authorized to decide on matters such as the replacement of the Management Company and the transfer of its functions to another entity,

the content and conclusion of agreements with the Management Company, the extension of the Company's activities, and the delegation

of powers to the Management Company, in addition to the competencies outlined in the LCL.

The Company's Investment Committee advises on the Company's investments and the disposal of its assets. The Committee's advice is a

necessary requirement for approving (disapproving) investment decisions, although this opinion is only advisory. The Board members of

the Management Company form the Investment Committee, which may comprise 5-7 members. When selecting the Committee's members

from among the Company's shareholders, the Management Company strives to appoint shareholders with the greatest commitments to

the Company's Investment Committee, following the procedure outlined in the Company's Articles of Association.

2. Structured table for disclosure:

Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ right

The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance framework

should protect the rights of shareholders.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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 shares of the Company are not listed for trading on

the NASDAQ Stock Exchange. Shareholders are notified

about upcoming shareholder meetings via individual

email, and the information is provided in both Lithuanian

and English. All shareholders possess equal rights to

participate in the Company's shareholder meeting.

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 shares constituting the Company's authorized

capital provide equal rights to all shareholders of the

Company.

CORPORATE GOVERNANCE REPORTING

| 67

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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 Management Company and the delegated company

are responsible for attracting potential investors to the

Company and conducting the placement of shares. The

shares are distributed through a non-public offering, in

compliance with the regulations governing the

placement of shares, the Company's Articles of

Association, and the Prospectus. Prior to entering into an

Investment Agreement, the Company's prospectus,

articles of association, a copy of the key information

document, and a copy of the Company's annual report

are provided at no cost.

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.

NOT

APPLICABLE

The responsibility for the acquisition, disposal,

management, and restriction of management of the

Company's assets, as well as other SPVs, and decisions

related to the acquisition and financing of the Company's

and the SPVs' activities and assets, and the exercise of

the Company's rights as a shareholder of other

companies, are set out in the Company's Articles of

Association and the Prospectus as the responsibility of

the Management Company.

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 notified of the upcoming General

Meeting of Shareholders in accordance with the

requirements, deadlines, methods, and ways specified in

the applicable laws of the Republic of Lithuania and the

Company's Articles of Association. The Annual General

Meeting is always held at the registered office of the

Company.

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 shares of the Company are not listed on the NASDAQ

Stock Exchange. Notifications regarding the General

Meetings of Shareholders are sent to the shareholders

via email in both Lithuanian and English languages,

outlining the procedures for accessing the agenda,

related matters, and other necessary documentation.

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

In accordance with the Company's articles of

association, shareholders have the right to participate in

the general meetings of shareholders: (i) through

personal attendance, (ii) through persons authorized to

attend by a voting rights agreement, (iii) or by delegation

to the Management Company.

CORPORATE GOVERNANCE REPORTING

| 68

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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.

The Company currently does not provide shareholders

with the possibility to participate in meetings

electronically. Shareholders may exercise their rights in

the ways described in 1.7.

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.

NOT

APPLICABLE

The Company does not form collegial bodies, and its

management is assigned to the Management Company

and the Board members of the Management Company.

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

Representatives of the Management Company, the

Company's Manager, always participate in the

Company's shareholders' meetings.

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Neither the Company nor the Management Company has

a supervisory board.

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.

CORPORATE GOVERNANCE REPORTING

| 69

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Neither the Company nor the Management Company has a

supervisory board.

2.1.3. The supervisory board should be impartial in

passing decisions that are significant for the Company’s

operations and strategy. Members of the supervisory

board should act and pass decisions without an external

influence from the persons who elected them.

2.1.4. Members of the supervisory board should clearly

voice their objections in case they believe that a decision

of the supervisory board is against the interests of the

Company. Independent

members of the supervisory

board should: a) maintain independence of their analysis

and decision-making; b) not seek or accept any unjustified

privileges that might compromise their independence.

2.1.5. The supervisory board should oversee that the

Company’s tax planning strategies are designed and

implemented in accordance with the legal acts in order to

avoid faulty practice that is not related to the long-term

interests of the Company and its shareholders, which

may give rise to reputational, legal or other risks.

2.1.6. The Company should ensure that the supervisory

board is provided with sufficient resources (including

financial ones) to discharge their duties, including the

right to obtain all the necessary information or to seek

independent professional advice from external legal,

accounting or other experts on matters pertaining to the

competence of the supervisory board and its committees.

2.2. Formation of the supervisory board

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Neither the Company nor the Management Company has

a supervisory board.

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

CORPORATE GOVERNANCE REPORTING

| 70

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Neither the Company nor the Management Company has

a supervisory board.

2.2.3. Chair of the supervisory board should be a person

whose current or past positions constituted no obstacle

to carry out impartial activities. A former manager or

management board member of the Company should not

be immediately appointed as chair of the supervisory

board either. Where the Company decides to depart from

these recommendations, it should provide information on

the measures taken to ensure impartiality of the

supervision.

2.2.4. Each member should devote sufficient time and

attention to perform his duties as a member of the

supervisory board. Each member of the supervisory

board should undertake to limit his other professional

obligations (particularly the managing positions in other

companies) so that they would not interfere with the

proper performance of the duties of a member of the

supervisory board. Should a member of the supervisory

board attend less than a half of the meetings of the

supervisory board throughout the financial year of the

Company, the shareholders of the Company should be

notified thereof.

2.2.5. When it is proposed to appoint a member of the

supervisory board, it should be announced which

members of the supervisory board are deemed to be

independent. The supervisory board may decide that,

despite the fact that a particular member meets all the

criteria of independence, he/she cannot be considered

independent due to special personal or company-related

circumstances.

2.2.6. The amount of remuneration to members of the

supervisory board for their activity and participation in

meetings of the supervisory board should be approved by

the general meeting of shareholders.

2.2.7. Every year the supervisory board should carry out

an assessment of its activities. It should include

evaluation of the structure of the supervisory board, its

work organization and ability to act as a group, evaluation

of the competence and work efficiency of each member

of the supervisory board, and evaluation whether the

supervisory board has achieved its objectives. The

supervisory board should, at least once a year, make

public respective information about its internal structure

and working procedures.

CORPORATE GOVERNANCE REPORTING

| 71

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

3.1.1. 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.

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company, which fulfils the

functions of the Company's Board members and

Manager. The Company's investment strategy is outlined

in the Company's Articles of Association. The

Management Company is responsible for the

implementation of the strategy.

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.

NOT

APPLICABLE

The Management Company is responsible for organising

the Company's shareholders' meetings, managing the

Company's insider information, organising the

Company's operations, keeping proper information on

the Company's activities, and carrying out other

functions assigned to the Management Company

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.

NOT

APPLICABLE

The Management Company and its employees are

responsible for ensuring compliance with legal and

internal policies of the Company.

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.

NOT

APPLICABLE

The Management Company has approved policies for

compliance, risk management, and operational

organization. The Management Company's employees

are responsible for their implementation.

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.

NOT

APPLICABLE

Management has been assigned to the Management

Company, which fulfils the functions of the Company's

board members and manager. The Management

Company’s Board of Directors make decisions on the

appointment of the Company's manager, considering

his/her experience, knowledge, competencies, and

reputation, and submits a notification of such

appointment to the Bank of Lithuania.

Link to the OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-

bribery/44884389.pdf

CORPORATE GOVERNANCE REPORTING

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3.2. Formation of the management board

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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.

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company, which fulfils the

functions of the Company's board members and

manager.

3.2.2. Names and surnames of the candidates to become

members of the management board, information on their

educational background, qualifications, professional

experience, current positions, other important

professional obligations and potential conflicts of interest

should be disclosed without violating the requirements of

the legal acts regulating the handling of personal data at

the meeting of the supervisory board in which the

management board or individual members of the

management board are elected. In the event that the

supervisory board is not formed, the information

specified in this paragraph should be submitted to the

general meeting of shareholders. The management board

should, on yearly basis, collect data provided in this

paragraph on its members and disclose it in the

Company’s annual report.

NOT

APPLICABLE

Due to the status of the Company, the General Meeting of

the Company does not elect the members of the

Management Company’s Board of Directors. Information

on the involvement of the members of the Management

Board of the Management Company and of the

Company's Manager‘s in the activities of other

companies is set out 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

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company.

3.2.4. Members of the management board should be

appointed for a specific term, subject to individual re-

election for a new term in office in order to ensure

necessary development of professional experience and

sufficiently frequent reconfirmation of their status.

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

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company.

CORPORATE GOVERNANCE REPORTING

| 73

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

3.2.6. Each member the management board should give

sufficient time and attention to perform the duties of a

member of the Board. If a member of the management

Board participated in less than half of the board

meetings during the financial year of the Company, the

Company's Supervisory Board should be informed if the

Supervisory Board is not formed in the Company - the

General Shareholder Meeting.

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company.

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.

NOT

APPLICABLE

Due to the status of the Company, no independence

assessment is carried out for the Management Company's

managers.

3.2.8. The general meeting of shareholders of the

Company should approve the amount of remuneration to

the members of the management board for their activity

and participation in the meetings of the management

board.

NOT

APPLICABLE

The management fee paid to the Management Company is

disclosed in the Company's annual report in accordance

with the current management agreement between the

Company and the Management Company. The employees

of the Management Company and the Company's Manager

receive remuneration according to the employment

contracts they have signed.

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.

NOT

APPLICABLE

The obligation of the Management Company to act in a

professional and trustworthy manner is defined in the

Company's Articles of Association and internal policies.

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.

NOT

APPLICABLE

Due to the specifics of the Company's governance, the

managers of the Management Company do not carry out

their performance evaluation.

For the purposes of this Code, the criteria of independence of the members of the management board are interpreted as the criteria of

unrelated persons defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.

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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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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 the

supervisory board about any derogations in its business

development from the previously formulated plans and

objectives by specifying the reasons for this.

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company.

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

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.

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.

CORPORATE GOVERNANCE REPORTING

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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.

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 committee

NOT

APPLICABLE

Due to the specifics of the Company's management and

the delegation, appointment, and remuneration of

management, committees are not formed.

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.

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.

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.

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

CORPORATE GOVERNANCE REPORTING

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Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

5.1.5. The authority of each committee formed should be

determined by the collegial body itself. Committees

should perform their duties according to the authority

delegated to them and regularly inform the collegial body

about their activities and performance on a regular basis.

The authority of each committee defining its role and

specifying its rights and duties should be made public at

least once a year (as part of the information disclosed by

the Company on its governance structure and practice on

an annual basis). In compliance with the legal acts

regulating the processing of personal data, companies

should also include in their annual reports the statements

of the existing committees on their composition, the

number of meetings and attendance over the year as well

as the main directions of their activities and performance.

NOT

APPLICABLE

Due to the specifics of the Company's management and

the delegation, appointment, and remuneration of

management, committees are not formed.

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.

5.2. Nomination committee

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Due to the specifics of the Company's management and

the delegation, Nomination committee are not formed.

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Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Due to the specifics of the Company's management and

the delegation, Nomination committee are not formed.

5.3. Remuneration committee

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

Due to the specifics of the Company's management and

the delegation, Remuneration committee are not formed.

5.4. Audit committee

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

5.4.1. The key functions of the audit committee are

defined in the legal acts regulating the activities of the

audit committee.

NOT

APPLICABLE

Due to the specifics of the Company management and

the delegation, Audit committee are not formed.

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.

CORPORATE GOVERNANCE REPORTING

| 78

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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.

NOT

APPLICABLE

Due to the specifics of the Company management and

the delegation, Audit committee are not formed.

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.

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.

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.

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

The management of the Company is assigned to the

Management Company, which performs the functions of

the Company's board and manager. The Company's

Management Company must have an organizational

structure that avoids conflicts of interest. When it is

impossible to avoid conflicts of interest, the

Management Company must ensure that the Company's

shareholders are treated fairly.

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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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

7.1. The Company should approve and post the

remuneration policy on the website of the Company; such

policy should be reviewed on a regular basis and be

consistent with the Company’s long-term strategy.

YES

The Management Company adheres to the

Remuneration Policy approved by Management

Company’s Board of Directors, which applies to the

Company to the extent deemed relevant.

7.2. The remuneration policy should include all forms of

remuneration, including the fixed-rate remuneration,

performance-based remuneration, financial incentive

schemes, pension arrangements and termination

payments as well as the conditions specifying the cases

where the Company can recover the disbursed amounts

or suspend the payments.

YES

The Management Company's remuneration policy

includes all types of compensation that can be provided,

including fixed compensation and variable

compensation (based on the Company's performance

and/or that of the employee).

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.

NOT

APPLICABLE

Due to the status of the Company, collegial bodies are not

formed within the Company. Management has been

assigned to the Management Company.

7.4. The remuneration policy should provide sufficient

information on the policy regarding termination

payments. Termination payments should not exceed a

fixed amount or a fixed number of annual wages and in

general should not be higher than the non-variable

component of remuneration for two years or the

equivalent thereof. Termination payments should not be

paid if the contract is terminated due to inadequate

performance.

NOT

APPLICABLE

The Company applies the Remuneration Policy of the

Management Company, which does not include a

severance pay policy.

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.

NOT

APPLICABLE

The Company applies the Remuneration Policy of the

Management Company, which does not include a

financial incentive scheme.

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.

NOT

APPLICABLE

The Management Company Remuneration Policy applies

to the Company, when it is relevant. The Management

Company's Remuneration Policy is published on the

Management Company's website.

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Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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.

NOT

APPLICABLE

The Management Company Remuneration Policy applies

to the Company, when it is relevant. The Management

Company's Remuneration Policy is published on the

Management Company's website.

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

8.1. The corporate governance framework should ensure

that the rights and lawful interests of stakeholders are

protected.

YES

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.

NOT

APPLICABLE

The Company has no employees. The Company provides

opportunities for its investors (shareholders) to

participate in the management of the Company, in

accordance with the procedures specified in the

Company's Articles of Association and legal acts.

8.3. Where stakeholders participate in the corporate

governance process, they should have access to relevant

information.

YES

The Company's shareholders receive information that is

mandated by applicable laws and regulations, as well as

any other relevant information deemed appropriate by

the Management Company.

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.

YES

The Management Company ensures that confidential

reporting of any illegal or unethical practices is made

possible.

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

9.1. In accordance with the Company’s procedure on

confidential information and commercial secrets and the

legal acts regulating the processing of personal data, the

information publicly disclosed by the Company should

include but not be limited to the following:

YES

The information mentioned below is disclosed in

notifications of important events made available via the

disclosure platform of the Nasdaq Vilnius Stock

Exchange, on the Company's website, and in the

Company's annual and interim financial statements, to

the extent necessary as per the applicable legal

requirements and the International Financial Reporting

Standards that are in force in the European Union.

CORPORATE GOVERNANCE REPORTING

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Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

9.1.1. operating and financial results of the Company;

YES

The Company publishes interim and annual reports.

9.1.2. objectives and non-financial information of the

Company;

YES

The Company publishes bi-annual and annual reports, the

information is published as described above.

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;

The Company maintains confidentiality regarding

information related to its investors (shareholders) and

does not make it available to the public.

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

The Company does not have any collective bodies. The

responsibility for management is assigned to the

Management Company, whose Board and Manager

information is published in the bi-annual and annual

reports.

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;

NOT

APPLICABLE

Due to the status of the Company, the Company has no

employees. Management has been delegated to the

Management Company.

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

Information on the Company's transactions with related

parties and the Management Company is disclosed in the

financial statements

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

Due to the status Company's activities, the Company has

no employees. Management has been assigned to the

Management Company.

9.1.9. structure and strategy of corporate governance;

YES

The Company's strategy is stated in its Articles of

Association, which are published on the Management

Company's website.

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.

NOT

APPLICABLE

Due to the status of the Company's, the Company has no

employees. Management has been delegated to the

Management Company.

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.

NOT

APPLICABLE

The Company meets the definition of an investment

entity under International Financial Reporting Standards

and therefore discloses its subsidiaries in financial

statements at fair value through profit or loss.

CORPORATE GOVERNANCE REPORTING

| 82

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

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

The Company has not formed any collegiate bodies, and

the Management Company has been assigned to

Management Company. Details regarding the

Management Company's Board and the Company's

Manager are published in the bi-annual and annual

reports.

9.4. Information should be disclosed in such manner that

no shareholders or investors are discriminated in terms

of the method of receipt and scope of information.

Information should be disclosed to all parties concerned

at the same time.

YES

The Management Company publishes the Company's

information on the Nasdaq Vilnius regulated

announcement distribution system and on its website.

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.

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

10.1. With a view to obtain an objective opinion on the

Company’s financial condition and financial results, the

Company’s annual financial statements and the financial

information provided in its annual report should be

audited by an independent audit firm.

YES

The Company is audited by an independent audit

company UAB KPMG Baltic.

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 Management Company presents the candidate of

the audit firm for consideration to the General Meeting

of Shareholders.

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

In 2022 the audit firm did not provide non audit services.

| 83

CONFIRMATION OF RESPONSIBLE PERSONS

17 April 2023

Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (Article 12) of the Republic of Lithuania,

management of UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors hereby

confirms that, to the best of our knowledge, the attached Company‘s Financial statements for 2022 are prepared in accordance with

International Financial Reporting Standards (IFRS) as adopted by the European Union, give true and fair view of the assets, liabilities, financial

position and profit or loss of Company. Presented Annual Report for 2022 includes a fair review of the development and performance of the

business and position of the company and its companies’ group in relation to the description of the main risks and contingencies faced

thereby.

Grėtė Bukauskaitė:

Company’s manager signs the Company’s and Group’ financial

statements for 2022, also Annual report for 2022 and

Confirmation of responsible persons with a qualified electronic

signature.

Vilma Tvaronavičienė

Director of Management Company signs the Company’s and

Group’ financial statements for 2022 and Confirmation of

responsible persons with a qualified electronic signature.

Virginija Skirmantė

Representative of company providing accounting services signs

the Company’s and Group’ financial statements for 2022 and and

Confirmation of responsible persons with a qualified electronic

signature.

Director of Management Company

Vilma Tvaronavičienė

Company's manager

Grėtė Bukauskaitė

Representative of company providing accounting services

Virginija Skirmantė