Valstybės Investicinis Kapitalas UAB

FINANCIAL STATEMENTS

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL

REPORTING STANDARDS AS ADOPTED BY THE

EUROPEAN UNION

31 March 2023

TABLE OF CONTENT

INDEPENDENT AUDITOR'S REPORT ........................................................................................................3

STATEMENT OF FINANCIAL POSITION .....................................................................................................6

STATEMENT OF COMPREHENSIVE INCOME...........................................................................................7

STATEMENT OF CHANGES IN EQUITY .....................................................................................................8

CASH FLOW STATEMENT ..........................................................................................................................9

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS ........................................................... 10-22

ANNUAL REPORT …………………………………………………………………………………………….23-48

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Member of Deloitte Touche Tohmatsu Limited

UAB „Deloitte Lietuva“

Jogailos g. 4

-01116 Vilnius

Lietuva

Juridinio asmens k.: 111525235

PVM mok. k.: LT115252314

Duomenys kaupiami ir saugomi

Juridinių asmenų registre

Tel.: +370 5 255 3000

www.deloitte.lt

INDEPENDENT AUDITOR’S REPORT

To the Shareholder of Valstybės investicinis kapitalas, UAB:

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Valstybės investicinis kapitalas, UAB (the Company), which comprise the statement of

financial position of the Company as at 31 December 2022, and the statements of comprehensive income, changes in equity and

cash flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, of the financial position of the Company

as at 31 December 2022, and their financial performance and cash flows for the year then ended in accordance with the International

Financial Reporting Standards as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code) together with the requirements of the Law on Audit of Financial Statements of the Republic

of Lithuania that are relevant to audit in the Republic of Lithuania, and we have fulfilled our other ethical responsibilities in

accordance with the Law on Audit of Financial Statements of the Republic of Lithuania and the IESBA Code. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the Key Audit Matter

Valuation of financial assets

Refer to pages 18, 21, 28 of the financial statements

As at 31 December 2022 the net value of the Company‘s

investment in Pagalbos verslui fondas, KŪB (the Fund)

amounted to EUR 179,922 thousand (31 December 2021: EUR

142,264 thousand), and decrease in fair value for the year then

ended amounted to EUR 11,342 thousand (2021: EUR 4,861

thousand).

The investment in the Fund is the most significant asset item in

the statement of financial position and related expense item in

the statement of comprehensive income of the Company. In

making fair value measurement, management of the Company

is required to make significant judgments in circumstances of

significant uncertainty. As the Fund's net assets are measured

at fair value, the management of the Company has determined

that the fair value of the investment in the Fund will be

determined based on the Fund's net assets.

For the reasons described, we believe that the valuation of the

investment in the Fund is a key audit matter

Our audit procedures in this area included, among others:

• evaluating the application of the Company's accounting

policy for investment in the Fund, taking into account the

requirements of IFRS 9, to ensure that the Company's

accounting policy is appropriate and in compliance with

the named standard;

• assessing the assumptions used by the Company's

management to determine fair value;

• analysing the valuation of the Fund’s investment portfolio:

- assessing the suitability and validity of the models and

assumptions used by the Fund to determine the fair

value of the Fund's investments;

- involving our valuation specialists to help us form a

range of estimates of the fair value of all the Fund's

investments;

• assessing the impact of events after the balance sheet

date and their disclosure in the financial statements;

• assessing the appropriateness of fair value disclosures.

Other Information

The other information comprises the information included in the Company’s annual report, including Corporate Governance

statement and Remuneration Report, but does not include the financial statements and our auditor’s report thereon. Management

is responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon, except as specified below.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

In addition, our responsibility is to consider whether information included in the Company’s annual report, including Corporate

Governance statement and Remuneration Report, for the financial year for which the financial statements are prepared is consistent

with the financial statements and whether the Company’s annual report, including Corporate Governance statement and

Remuneration Report, has been prepared in compliance with applicable legal requirements. Based on the work carried out in the

course of audit of financial statements, in our opinion, in all material respects:

• The information given in the Company’s annual report, including Corporate Governance statement and Remuneration

Report, for the financial year for which the financial statements are prepared is consistent with the financial statements;

and

• The Company’s annual report, including Corporate Governance statement and Remuneration Report, has been prepared

in accordance with the requirements of the Law on Financial Reporting by Undertakings of the Republic of Lithuania.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the

International Financial Reporting Standards as adopted by the European Union, and for such internal control as management

determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout

the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt

on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether

the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance

in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in

our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

In accordance with the decision made by Shareholders on 1 October 2021 we have been chosen to carry out the audit of the

Company’s financial statements. Our appointment to carry out the audit of the Company’s financial statements in accordance with

the decision made by Shareholders has been for year 2021 and the period of total uninterrupted engagement is three years.

We confirm that our opinion in the section ‘Opinion’ is consistent with the additional report which we have submitted to the

Company and its Board of Directors.

We confirm that in light of our knowledge and belief, services provided to the Company are consistent with the requirements of the

law and regulations and do not comprise non-audit services referred to in Article 5(1) of the Regulation (EU) No 537/2014 of the

European Parliament and of the Council.

We have not provided any services to the Company other than audit.

Report on the compliance of format of the financial statements with the requirements for European Single Electronic

Reporting Format

The Company's management has applied European Single Electronic Format for the Company's financial statements in order to

implement the requirement of Article No. 3 of the Commission Delegated Regulation (EU) 2019/815 that amends European

Parliament and Commission Directive 2004/109 / EC with regulatory technical standards establishing a single format for electronic

reporting (hereinafter "the ESEF Regulation"). These requirements specify the Company’s obligation to prepare its financial

statements in a XHTML format. We confirm that the European single electronic reporting format of the financial statements for the

year ended 31 December 2022 complies with the ESEF Regulation in this respect.

The engagement partner on the audit resulting in this independent auditor’s report is Mindaugas Jukna.

Deloitte Lietuva UAB

Audit Company License No 001275

Mindaugas Jukna

Lithuanian Certified Auditor

License No 000580

Vilnius, Republic of Lithuania

31 March 2023

The auditor’s electronic signature applies only to the Independent Auditor’s Report.

Valstybės investicinis kapitalas UAB, registered company No: UAB 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

STATEMENT OF FINANCIAL POSITION

ASSETS

Notes

2022.12.31

2021.12.31

Non-current assets

Other non-current assets

3.1

64 805

Financial assets at fair value the change in

which is recognised in profit or loss

3.2

179 922 428

142 264 193

Deferred income tax assets

4 929

Total non-current assets

179 992 162

142 269 122

Non-current assets

Other non-current assets

3.3

43 167

159 399

Cash and cash equivalents

3.4

1 388 824

585 662

Total non-current assets

1 431 991

745 061

TOTAL ASSETS

181 424 153

143 014 183

EQUITY & LIABILITIES

Notes

2022.12.31

2021.12.31

Equity

Authorised capital

3.5

101 200 000

Retained profit (loss)

(20 133 062)

(8 026 183)

Total equity

81 066 938

93 173 817

Long-term liabilities

Bonds issued

3.6

99 832 490

49 830 758

Total long-term liabilities

99 832 490

49 830 758

Short-term liabilities

Interest on bonds

3.7.

491 205

Accounts payable to employees

3.8

9 150

5 058

Other accounts payable & accrued costs

3.9

24 370

4 550

Total short-term liabilities

524 725

9 608

Total liabilities

100 357 215

49 840 366

TOTAL EQUITY & LIABILITIES

181 424 153

143 014 183

The accompanying notes form an integral part of these financial statements

The financial statements were approved and signed on 31 March 2023.

For Valstybės investicinis kapitalas UAB

Chief Accountant

Robertas Vyšniauskas

Managing Director

Inga Čėsnienė

Authorised by Nordgain UAB

Valstybės investicinis kapitalas UAB, registered company No: UAB 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

STATEMENT OF COMPREHENSIVE INCOME

OPERATING INCOME

Notes

Fiscal year ended

31/12/2022

Fiscal year

ended on

31/12/

2021

Sales

Cost of sales

Other income (resale)

GROSS PROFIT

Operating costs

3.10

(159 131)

(241 460)

Other costs

3.11

(91 365)

(22 129)

Interest costs

3.12

(514 618)

OPERATING PROFIT (LOSS)

(765 114)

(263 589)

Impairment of financial assets at fair value

the change in which is recognised in profit

or loss

3.13

(11 341 765)

(4 860 624)

PROFIT (LOSS) BEFORE TAX

(12 106 879)

(5 124 213)

Income tax (costs) / benefit

3.14

NET PROFIT (LOSS)

3.15

(12 106 879)

(5 124 213)

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME

Earnings (loss) per share (EUR per

share)

3.16

(1,196)

(0,506)

The accompanying notes form an integral part of these financial statements

The financial statements were approved and signed on 31 March 2023.

For Valstybės investicinis kapitalas UAB

Chief Accountant

Robertas Vyšniauskas

Managing Director

Inga Čėsnienė

Authorised by Nordgain UAB

Valstybės investicinis kapitalas UAB, registered company No: UAB 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

STATEMENT OF CHANGES IN EQUITY

Authorised

capital

Retained earnings (loss)

Loss

Balance as of 31 December 2020

100 200 000

(2 901 970)

97 298 030

Formation of authorised capital

Net profit (loss)

(5 124 213)

Increase (decrease) in authorised

capital

1 000 000

Dividend

Other payments to owners

Balance as of 31 December 2021

101 200 000

(8 026 183)

93 173 817

Formation of authorised capital

Net profit (loss)

(12 106 879)

Increase (decrease) in authorised

capital

- - -

Dividend

Other payments to owners

Balance as of 31 December 2022

101 200 000

(20 133 062)

81 066 938

The accompanying notes form an integral part of these financial statements

The financial statements were approved and signed on 31 March 2023.

For Valstybės investicinis kapitalas UAB

Chief Accountant

Robertas Vyšniauskas

Managing Director

Inga Čėsnienė

Authorised by Nordgain UAB

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

CASH FLOW STATEMENT

Notes

Fiscal year

ended on

31/12/2022

Fiscal year

ended on

31/12/2021

Cash flow from operations

Incoming flows in the reporting period

12 600

Other incoming flows

12 600

Outgoing flows in the reporting period

(209 438)

(500 080)

Wage payments

(47 518)

(36 240)

Taxes paid

(40 425)

(32 064)

Payments to suppliers

(58 991)

(60 990)

Expenses for bond issues

(51 725)

(101 100)

Guarantee payment

(150 000)

Additional bank account service fee

(108 055)

Other payments

(10 778)

(11 631)

Net cash flows from operations

(196 838)

(500 080)

Acquisition of investments

3.2

(50 000 000)

(143 000 000)

Net cash flows from investments

(50 000 000)

(143 000 000)

Cash flows from financial activities

Income from bond issue

50 000 000

49 908 000

Formation of authorised capital

Deposits

Loans received

Recovery of investment

3.2

1 000 000

Net cash flows from financial activities

51 000 000

49 908 000

Impact of exchange rate fluctuations on cash

and cash equivalents balance

Net increase/decrease in cash flows

803 162

93 592 080

Cash and cash equivalents at the beginning

of the period

585 662

94 177 742

Cash and cash equivalents at the end of the

period

3.4

1 388 824

585 662

The accompanying notes form an integral part of these financial statements.

The financial statements were approved and signed on 31 March 2023.

For Valstybės Investicinis Kapitalas UAB

Chief Accountant

Robertas Vyšniauskas

Managing Director

Inga Čėsnienė

Authorised by Nordgain UAB

NOTES TO THE FINANCIAL STATEMENTS

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

1. Background

Valstybės Investicinis Kapitalas UAB (the ‘Company’) is a private company registered in the Republic

of Lithuania. Registered office address of the Company:

Gedimino pr. 38,

Vilnius,

Republic of Lithuania

The purpose of the Company’s operations is to help, in accordance with the description of Measure

Pagalbos verslui fondas (Aid Fund for Business) approved by the Minister of the Economy and Innovation

of the Republic of Lithuania and the Minister of Finance of the Republic of Lithuania, the Lithuanian

economy to recover from the consequences of COVID-19 through the financing of measures aimed at

supporting the business and capital market development with funds raised through state and capital

market measures.

The Company was registered on 26 August 2020. As of 31 December 2022, 100% of the Company’s

authorised capital is owned by the Republic of Lithuania, ID No 111105555.

The registered authorised capital of the Company is EUR 101,200,000 and it consists of 10,120,000

ordinary registered shares at EUR 10 par value per share. As of 31 December 2022, all shares were fully

paid for.

As of 31 December 2022 the average annual number of employees of the Company was 1.

The calendar year is used as the fiscal year of the Company.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The main accounting policies applied in the preparation of the Company’s financial statements for the

year ended 31 December 2022 are as follows:

2.1. Confirmation of Compliance

The Company prepared its financial statements in accordance with International Financial Reporting

Standards (IFRS) as adopted by the European Union (EU).

2.2. Basis of Preparation of Financial Statements

The financial statements have been prepared using a historical cost basis.

The financial year of the Company starts on 1 January and ends on 31 December.

The financial statements are presented in euros (EUR).

The accounting policies set out below were applied consistently to all periods presented in these financial

statements, unless stated otherwise.

2.3. Equity

Equity includes the paid-up part of the authorised capital, share premium, revaluation reserve (results),

statutory reserve, reserve for acquisition of own shares, other reserves, and retained earnings/loss).

The subscribed share capital is accounted for and disclosed in the financial statements in full, regardless

of the paid up part. The unpaid portion of the shares shall be accounted for and disclosed in the financial

statements in the counterpart account/item of the authorised capital.

If the issued shares are paid for in assets (including shares of another company), the share issue price

is equal to the fair value of the assets received for them. Only the nominal value of shares shall be

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

recorded in the authorised capital account. If the share issue price exceeds their par value, the excess

price is recorded in the share premium account.

If a decision to increase or reduce the authorised capital is taken, the increase/reduction of the authorised

capital is registered in the accounts when amended Articles of Association of the company are registered

according to a procedure prescribed by legal acts.

2.4. Recognition of Costs

Costs are recognised using the accrual and the matching concepts in the period in which the related

revenue is earned, regardless of when the cash is paid.

The Company’s costs include wages and wage-related taxes, leave accruals, costs of accounting

services, insurance costs, remuneration to members of the Board, personnel recruitment and deferred

income tax costs.

2.5. Lease

IFRS 16 defines a lease as a contract or part of a contract that transfers the right to use an asset (the

underlying asset) for a specified period in exchange for consideration. Under such an agreement, the

new model requires the lessee to recognise the asset managed by the right of use and the related lease

obligation. The right-of-use asset is depreciated and interest accrues on the liability.

2.5.1. The Company as the Lessee

Assets acquired on a leasing basis are initially recognised as assets of the Company at a value equal to

the asset’s fair value at the start of the lease or, if lower, the present value of the minimum lease

payments. The related lessor’s liability is presented in the statement of financial position as a lease

liability.

Lease payments are allocated between the financial costs and the reduction of the outstanding liability

so as to reflect a constant periodic rate of return on the outstanding balance of the liability. Financial costs

are recognised immediately in profit or loss, unless they relate directly to long lead time assets, in which

case they are capitalised in accordance with the Company’s general borrowing costs’ policy. Contingent

lease fees are recognised as costs in the period in which they are incurred.

Operating lease payments are recognised as costs in the profit and loss account and in the

comprehensive income statement on a straight-line basis over the term of the lease, unless another

systematic basis is more appropriate to reflect the economic benefits received from the leased asset over

time. Contingent operating lease fees are recognised as costs in the period in which they are incurred.

2.6. Foreign Currencies

Financial results and financial position of the Company are presented in euros which is the Company’s

functional currency and the currency for the presentation of the Company’s financial statements.

Transactions in foreign currency are translated into euros at the official exchange rate set by the Bank of

Lithuania on that day which is approximately equal to the market rate. Monetary assets and liabilities are

translated into euros at the exchange rate as of the balance sheet date. Exchange differences arising

from foreign currency transactions are recognised in profit or loss as incurred. Gains and losses resulting

from the translation of monetary assets or liabilities into euros are recognised in profit or loss.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

2.7. Income Tax and Deferred Income Tax

Income tax costs consists of the current year income tax and the deferred income tax costs. Income tax

is calculated in accordance with the tax laws of the Republic of Lithuania.

2.7.1. Current Year Tax

The current year tax is payable on taxable profit. Taxable profit differs from profit or loss disclosed in the

profit and loss account and the statement of comprehensive income due to income/costs taxable or

deductible in the next year and due to income/costs that are never taxed or deducted. The Company’s

current year income tax liability is calculated using tax rates in effect as of the date of the statement of

financial position. The standard corporate income tax rate applied to companies of the Republic of

Lithuania for the year ended 31 December 2022 is 15%.

2.7.2. Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the financial statements and their amounts used for taxation purposes. Deferred tax liabilities

are generally recognised for all temporary differences. Deferred tax assets are recognised only to the

extent that it is probable that future taxable profit will be reduced in realising the temporary differences.

Such deferred assets and liabilities are not recognised if the temporary differences are related to goodwill

or to the initial recognition of assets or liabilities (other than in a business combination), the arising of

which (during transactions) does not affect either taxable profit or financial profit.

Deferred income tax assets are reviewed on the last day of each reporting period and is reduced to the

extent that it is not probable that sufficient taxable profit will be available to the Company for realising of

such assets, to an estimated amount by which the taxable profit will be reduced in future.

Deferred tax liabilities and assets are measured using the tax rate in effect for the year in which the

temporary differences are expected to be settled, based on the tax rates (and tax laws) that have been

or will be approved by the end of the reporting period. Deferred tax assets and liabilities reflect the tax

consequences that the Company expects at the end of the reporting period in order to pay or settle its

assets or liabilities.

2.7.3. Current Year and Deferred Tax for the Period

Current year tax and deferred tax are recognised in profit or loss, except to the extent that they are related

to items recognised directly in other comprehensive income or directly in equity, in which case the tax is

recognised in other comprehensive income or equity directly. When current tax and deferred tax arise

from the initial recognition of a business combination, the tax effect is included in the business

combination accounts.

Deferred tax assets are recognised in the statement of financial position when management expects that

sufficient taxable profit will be generated in the nearest future to realise the asset. If it is probable that

part of the deferred tax asset will not be realised, this part of the deferred tax asset is not recognised in

the financial statements.

2.8. Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to a contract

for financial instrument.

At initial recognition, financial assets and financial liabilities are measured at fair value. Transaction costs

that are directly attributable to the acquisition or disposal of a financial asset (other than financial assets

and financial liabilities at fair value through profit or loss) are initially added to or deducted from the fair

value of the financial asset or financial liability, as appropriate. Transaction costs that are directly

attributable to the financial asset or financial liability at fair value through profit or loss are recognised

immediately in profit or loss.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

A financial instrument is any contract that gives rise to a financial asset in one company and a financial

liability or equity instrument in another company.

Recognition and derecognition in the statement of financial position

The Company recognises a financial asset or financial liability in its statement of financial position when,

and only when, it becomes a party to a contract for financial instrument.

The Company recognises or derecognises the purchase or sale of a financial asset on the transaction

date. The Company derecognises a financial asset in the statement of financial position when, and only

when:

− contractual rights to the cash flows from the financial asset expire; or

− it transfers the financial asset to another party.

The Company derecognises a financial liability (or part thereof) in the statement of financial position

when, and only when, that liability is derecognised, i.e. where the obligation specified in the contract:

− has been discharged; or

− has been revoked; or

− has expired.

The Company categorises financial assets as follows:

− measured at amortised cost,

− measured at fair value, with the change in value recognised in profit or loss.

The Company classifies debt financial assets depending on a business model applied to the financial

asset management and on contractual cash flow characteristics of the financial asset. The business

model applied to a group of financial assets is determined depending on how all groups of financial

assets are managed together to achieve a specific business objective of the Company.

The Company’s investments in equity securities, where the Company has no control or significant

influence over the investee, are carried at fair value, with the change in the value recognised in profit or

loss.

The Company includes trade debtors, loans granted, other accounts receivable from financial assets and

cash and cash equivalents in the assets measured at amortised cost.

All financial liabilities of the Company are measured at amortised cost.

The Company includes trade creditors, bonds and borrowed amounts in financial liabilities measured at

amortised cost. At initial recognition of the bonds, the costs related to distribution of the bonds and the

discount arising from the distribution are recognised as the bond acquisition cost in the profit and loss

account over the term of the bonds (until maturity), using the effective interest rate.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits in current accounts in banks, and other

short-term highly liquid investments that can be readily exchanged for known amounts of money and

which are characterised by an insignificant risk of change in value.

2.9. Employee Benefits

Short-term employee benefits are recognised as current costs in the period in which the employees

render the related service. Benefits include salaries, social security benefits, bonuses, paid leave etc.

There are no long-term employee benefits.

2.10. Fair Value Measurement

Many of the Company’s accounting policies and disclosures require the determination of the fair value

of both financial and non-financial assets and liabilities. Fair value is the price at which, on the

measurement day, as asset would be sold or a liability would be transferred in an orderly transaction

between market participants in the principal market and, in the absence of such market, in the most

favourable market that the Company could enter on the valuation date. The fair value of a liability reflects

the effect of its risk of default. Fair value is determined using quoted market prices, discounted cash

flow analyses and option pricing models as appropriate.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

In determining fair value of assets or liabilities, the Company relies as far as possible on available market

data. Fair values are presented at the following three levels of the fair value hierarchy, based on the

variables used in the valuation techniques:

Level 1: quoted prices (unadjusted) in active markets for the same assets or liabilities.

Level 2: variables other than quoted prices included within Level 1 for assets or liabilities that are

observed directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: asset or liability variables that are not based on observable market data (unobservable

variables.

If the variables used to determine the fair value of an asset or liability can be assigned to different levels

of the fair value hierarchy, the level of the fair value hierarchy to which all determined fair value is

assigned is determined based on the lowest level variable that is significant for the determination of

total fair value.

The Company recognises amounts transferred between the levels of the fair value hierarchy at the end

of the reporting period in which the change occurs.

2.11. Related Parties

Related parties of the Company include shareholders, members of the Board, their close relatives and

companies that control the Company either directly or indirectly through an intermediary or are controlled

separately or jointly with another party which is also recognised as a related party, provided that this

relationship allows one of the parties to control the other party or exert significant influence over the other

party in the taking of financial and management decisions.

2.12. Contingencies

Contingent liabilities are not recognised in the financial statements, except for contingent liabilities in

business combinations. They are described in the financial statements unless the possibility of an outflow

of resources embodying economic benefits is remote.

Contingent assets are not recognised in the financial statements but are disclosed when it is probable

that the Company will receive income or economic benefits.

2.13. Post Balance Sheet Events

Post balance sheet events that provide additional information about the Company’s position at the

statement of financial position date (adjusting events) are reflected in the financial statements. Post

balance sheet events that are not adjusting events are disclosed in the notes when their effect is material.

2.14. Comparative Information

Comparative information in the statement of comprehensive income has been adjusted according to the

classification for the reporting period, distinguishing between Personnel Costs and Depreciation and

Amortisation Costs.

2.15. Significant Accounting Estimates and Management Judgments

The Company performed an analysis and concluded that it does not have control over Pagalbos Verslui

Fondas KŪB (hereinafter referred to as the “Fund”) and does not exert significant influence over the

Fund. During the reporting period, the Company did not have the power to manage the Fund, did not

have voting rights conferred by equity instruments, and was not able to manage significant activities

directly or through other entities. The Company is entitled to a variable return but cannot directly take

decisions on the amount of variable return or the period over which it would be paid.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

The Company’s investment in the Fund is measured at fair value which is determined on the basis of

the Fund’s net assets. All of the Fund’s investments are measured at fair value and the book value of

the Fund’s short-term accounts receivable and accounts payable as well as cash and cash equivalents

is very close to their fair value, therefore, the Fund’s net assets are also measured at fair value.

2.16. Initial Application of Amendments to the New Standards in Effect in the Reporting

Period

This year the Company adopted all new and revised standards and interpretations that are relevant to

its operations and are effective for reporting periods beginning on or after 1 January 2022.

(a) The following new standards, amendments and interpretations are mandatory for annual

periods beginning on or after 1 January 2022

• IFRS 3 Business Combinations (amendments)

The International Accounting Standards Board (IASB) issued amendments to IFRS 3 to help entities

determine whether an acquired set of activities and assets is a business or not. The amendments are

applicable to business combinations that took place in the first annual reporting period starting on or

after 1 January 2020 and to assets acquired after the start of this period.

• Amendments to IAS 1 Presentation of Financial Statements and IFRS 2 Disclosure of

Accounting Policies

The amendments are effective for annual periods beginning on or after 1 January 2023, if earlier

application is permitted. The amendments provide guidance on the basis of which significant decisions

on disclosure of accounting policies are taken. In particular, the amendments to IAS 1 replace the

requirement to disclose “significant” accounting policies with the requirement to disclose “material”

accounting policies. In addition, the statement on practices provides guidance and illustrative examples

for applying the concept of materiality in taking a decision on disclosure of accounting policies.

In the opinion of the Company‘s management, these amendments do not influence these financial

statements.

• Interest Rate Benchmark Reform. Phase 2. Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4

and IFRS 16

In August 2020, the IASB published a document Interest Rate Benchmark Reform. Phase 2.

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 thus completing its work in response to

the IBOR reform. The amendments provide for a practical expedient which aims to take account of the

consequences of replacing IBOR (Interbank Offered Rates) with an alternative almost risk-free interest

rate (RFR). In particular, the amendments provide for a practical measure according to which, in the

accounting for a change in the basis for determination of cash flows stipulated in a contract for financial

assets or financial liabilities, the effective interest rate must be adjusted to the extent to which the market

interest rate has changed. Furthermore, the amendments provide for an expedient in respect of the

requirement for termination of hedge relationships including a temporary exception from compliance

with an individual identification requirement where the RFR measure is used as a risk component

hedging measure. Amendments were also made to IFRS 7 ‘Financial Instruments. Disclosures‘ so that

readers of financial statements can understand the influence of the interest rate benchmark reform over

the Company‘s financial instruments and risk management strategy. While the amendments are applied

retrospectively, the Company is not obliged to make corrections to information on previous periods.

In the opinion of the Company‘s management, these amendments do not influence these financial

statements.

• Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions

The amendments are applied retrospectively to annual periods beginning on or after 1 January 2020.

Earlier application is permitted, also to financial statements which were not yet approved on 28 May

2020. The IASB amended the standard in order to provide a practical expedient for lessees who are

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

permitted not to apply the provisions of IFRS 16 in relation to changes in lease to concessions occurring

as a direct consequence of the COVID-19 pandemic. The amendment provides for a practical expedient

according to which a lessees may account for any change in lease payments due to the COVID-19

related concessions in the same way in which it would be accounted for according to IFRS 16 if the

change would not be considered as a change in rent, provided that all the following conditions are

fulfilled:

- the change in lease payments results in revised consideration for the

lease that is substantially the same as, or less than, the consideration

for the lease immediately preceding the change;

- any reduction in lease payments affects only payments originally due

on or before 30 June 2021;

- there is no substantive change to other terms and conditions of the

lease.

Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions after 30 June 2021*

The amendments are applied to annual periods beginning on or after 1 January 2022 (earlier application

is permitted), also to financial statements which were not yet approved on the effective date of the

amendment.

2.17. Management of Financial Risks and Capital

Any kind of investment is inherently risky. Investments in the Fund involve long-term risk. The main

types of risks that the Company faces in its day-to-day operations are credit risk, operational risk, liquidity

risk and market risk, and securities price risk. Optimal and balanced risk management is the basis for

effectively ensuring the stability of the Company’s operations.

Credit risk. This is the risk that the other party will be unable to meet its obligations to the Company.

The Company has measures in place to ensure on an ongoing basis that transactions are made with

reliable customers and that the amount of transactions does not exceed credit risk limits. The Company

has not provided guarantees for the obligations of the other parties. The Company is exposed to the risk

that the other party will be unable to fulfil its obligations to the Company.

Operational risk. This includes the risk of direct and/or indirect losses due to inadequate or non-

implemented internal control processes, staff errors and/or illegal actions and malfunctions of

information systems and technologies, or due to external factors. Operational risk management is

performed by implementing the internal control function, establishing procedures and plans for limiting

the possible occurrence of unforeseen risks, assessing the acceptability of the Company’s services,

analysing the processes and procedures in the Company, identifying risk factors and assessing their

adequacy.

Liquidity risk. This is the risk of not being able to fulfil one‘s payment obligations on time. The Company

manages its liquidity risk by maintaining a sufficient amount of cash and cash equivalents, securing

funding and discharging its obligations.

Market risk. This is the risk that the Company will incur losses due to fluctuations in market variables.

The most relevant risk for the Company is the fluctuation of securities prices. The Company also did not

have any financial instruments in place to manage the risk of interest rate fluctuations. The company

invests all available financial resources in Pagalbos Verslui Fondas KŪB. As the Company conducts all

operations in euros and the open foreign currency positions are insignificant, the Company’s foreign

exchange risk is insignificant.

Fair value of financial assets and liabilities

Fair value is the amount for which an asset or service could be exchanged, or a liability settled, between

knowledgeable and willing parties in an arm’s length transaction. Fair values of financial assets and

financial liabilities are based on quoted market prices, discounted cash flow models or option pricing

models, as the case may be. In other words, fair value is the price that would be received from the sale

of an asset or transfer of a liability in an orderly transaction between market participants in the principal

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

market and, in the absence of such a transaction, on the most favourable market that the Company

could enter on the valuation date. The fair value of a liability reflects the effect of its risk of default. Where

appropriate, fair value is determined using quoted prices in an active market using discounted cash flow

values and option pricing models. In determining the fair value of assets or liabilities, the Company relies

as much as possible on observable market data. Fair values are allocated to different levels of fair value

based on the variables used in the valuation techniques:

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

- Level 2: variables other than quoted prices included within Level 1 for assets or liabilities that

are observed directly (i.e. as prices) or indirectly (i.e. derived from prices);

- Level 3: asset or liability variables that are not based on observable market data (unobservable

variables). The Company’s investment in the Fund is classified as Level 3 in the hierarchy.

If the variables used to determine the fair value of an asset or liability can be assigned to different levels

of the fair value hierarchy, the level of the fair value hierarchy to which the fair value is assigned in full

is determined based on the lowest level variable significant for the determination of the total fair value.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting

period in which the change occurs.

The statement of financial position shows the fair values of assets and liabilities as of 31 December

2022 and they are different from the carrying amounts of assets and liabilities.

The Fund performed a sensitivity analysis for the fair value of bonds and loans made by the Fund. As

the discount rate changes by 1% to the negative and the positive side, the fair value of the Fund’s

portfolio changes by EUR +5.2 million and EUR -4.9 million. As the discount rate increases by 0.5%,

the fair value of the portfolio decreases by an average of EUR 2.6 million; as the discount rate decreases

by 0.5%, the fair value of the portfolio increases by EUR 2.6 million. Information on changes in the fair

value with the change in the discount rate by types of financial assets.

Capital management

The main objective of capital management is to ensure that the Company maintains good solvency and

complies with relevant capital ratios in order to maintain its business and maximise benefits. The Board

of the Company exercises control over its investments’ compliance with legal requirements and

provisions of loan agreements applicable to capital, and provides the necessary information.

The Company’s capital includes share capital, share premiums, reserves and retained earnings.

The Company manages its capital structure and adjusts it to changes in economic conditions and

specific risks of its operations. In order to maintain or change its capital structure, the Company may

issue new shares. The Republic of Lithuania Law on Companies requires that the Company’s equity

account for not less than 50% of its authorised capital. As of 31 December 2022 and 2021, the Company

complied with this requirement.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

3. NOTES

3.1. Other non-current assets

Other non-current assets as of 31 December consisted of:

Year ended

31/12/2022

Year ended

31/12/2021

State guarantee (long-term portion)

64 805

Total

64 805

3.2. Financial assets at fair value with changes in it recognised in profit or loss

In accordance with the members agreement of 6 October 2020 as amended (the ‘Agreement‘), the

Company undertook to invest up to EUR 250,000,000 (two hundred and fifty million euros) in Pagalbos

Verslui Fondas KŪB. The Company’s commitment to invest covers all transfers under calls for payment,

and in any case the amount of the transfers may not exceed the commitment amount.

In 2020 the Company invested EUR 7,000,000 in Pagalbos Verslui Fondas KŪB on a call basis, with

the funds transferred on 26/11/2020. A revaluation of the investment was made as of the end of 2020,

its value was reduced by EUR 2 875 183 and amounted to EUR 4 124 817 as of 31/12/2020. In 2021

the Company invested EUR 143,000,000 in Pagalbos Verslui Fondas KŪB on a call basis (EUR

11,000,000 was transferred on 22 March 2021, EUR 82,000,000 was transferred on 25 March 2021,

EUR 30,000,000 was transferred on 04 October 2021, and EUR 20,000,000 was transferred on 06

December 2021). The value of the investment of EUR 143,000,000 was reduced by EUR 4,860,624 at

the end of the year and amounted to EUR 142,264,193 as of 31/12/2021. In the period from 1 January

2022 until 31 December 2022, the Company invested EUR 50,000,000 in Pagalbos Verslui Fondas KŪB

on a call basis, with the full amount transferred on 08/07/2022. A return of the limited partner‘s share of

EUR 1,000,000 was received to the Fund on 28 December 2022.

While, according to the Company‘s accounting policies, revaluation of an investment takes place once

in a year – at the end of the year, the Company decided, on receipt of unaudited financial statements

for six months prepared due to a significant change in value, to perform the investment revaluation as

of 30 June. The value of the investment as of the end of the six-month period was reduced by EUR 16,

451,795 and was EUR 150,812,398 as of 30/06/2022. Based on Pagalbos verslui fondas KŪB’s

unaudited quarterly financial statements as of 30/09/2022, a reversal of the impairment was performed

(by EUR 206,599).

Revaluation of the investment as of the end of 2022 was made based on audited annual financial

statements of Pagalbos verslui fondas KŪB, its value increased by EUR 4,903,431 and was EUR

179,922,428 as of 31/12/2022.

The Company has the right to withdraw from the activities KŪB Pagalbos Verslui Fondas KŪB in

accordance with the rules stipulated in the Agreement. Settlement with the Company is based on the

following principles: (a) in the event of liquidation of the Fund, settlement with the Company under

Clause 12 of the Agreement - transfer of funds after payment of the Fund’s taxes; (b) if the rights and

obligations of the Company with respect to the Fund are taken over by another person, conditions for

the Company’s withdrawal (including repayment of the Committed Obligations) shall be discussed in a

separate agreement between the Company, the Full Member and the successor; (c) if the Company

withdraws from the Fund without transferring its rights and obligations to a third party, settlement with

the Company shall be effected according to the rules of Clause 12 of the Agreement – realisation of the

assets, payment of the Fund’s taxes, and transfer of funds (any uncalled obligations of the Company

cease to exist).

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

3.3. Other current assets

Other current assets as of 31 December consisted of:

Year ended

31/12/2022

Year ended

31/12/2021

Prepayments to suppliers

12 500

Future period costs

43 167

146 798

Total

43 167

159 398

The Company did not have any accounts receivable from related parties either on 31 December 2021

or 31 December 2022.

3.4. Cash and cash equivalents

Cash and cash equivalents consisted of:

Year ended

31/12/2022

Year ended

31/12/2021

Cash at bank

1 388 824

585 662

Total

1 388 824

585 662

3.5. Authorised capital

Pursuant to the Memorandum of Association dated 7 August 2020, the shareholders contributed EUR

100,200,000 to form the authorised capital. All 10,020,000 shares of the Company are ordinary

registered uncertificated shares.

On 17 March 2021, an increase of the authorised capital was registered and an additional 100,000

ordinary registered uncertificated shares were issued. As of the date of financial statements, the

registered authorised capital of the Company is EUR 101,200,000 and consists of 10,120,000 ordinary

registered shares with a par value of EUR 10 each. All the shares were fully paid up

3.6. Bonds issue

Two tranches of Series 1 bond issue with the total value of EUR 50,000,000 (ISIN code LT0000405664)

were issued in 2021 (relevant decisions of the Board of the Company were adopted on 9 July 2021 No

25, 15 September 2021 No 27, and 25 November 2021 No 30 and 31).

In 2022, Tranche 1 of Series 2 bond issue with the total value of EUR 25,000,000 (ISIN code

LT0000406258) (relevant decisions of the Board of the Company were adopted on 1 March 2022 No 3

and No 4) and Tranche 1 of Series 3 bond issue with the total value of EUR 25,000,000) (relevant

decisions of the Board of the Company were adopted on 28 June 2022 No 7, No 8 and No 9).

Year ended

31/12/2022

Year ended

31/12/2021

Bonds issued

100 000 000

50 000 000

Bond issue costs

(167 510)

(169 242)

Total

99 832 490

49 830 758

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

3.7. Interest on bonds issue

Year ended

31/12/2022

Year ended

31/12/2021

Accrued interest LT0000406613

358 089

Accrued interest LT0000406258

133 116

Total

491 205

3.8. Accounts payable to employees

Accounts payable as of 31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Wages payable

574

Taxes payable

(2)

Leave accruals

9 152

4 484

Total

9 150

5 058

3.9. Other accounts payable and accrued costs

Accounts payable as of 31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Remuneration payable to members of the Board

12 438

2 701

Taxes payable on remuneration to members of the

Board

7 402

925

Short-term trade creditors

4 530

924

Accrued costs

Total

24 370

4 550

3.10. Operating costs

Operating costs as of 31 December:

Year ended on

31/12/2022

Year

ended on

31/12/2021

Wages & related taxes

(86 504)

(60 614)

Costs of remuneration to the Board members

(32 440)

(15 600)

Accounting costs

(15 536)

(8 349)

Audit costs

(7 260)

(10 925)

Bank charges

(113)

(109 987)

Costs of legal services

(3 509)

(16 096)

Other administrative costs

(13 768)

(19 889)

Total

(159 131)

241 460)

3.11. Other costs

Other costs as of 31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Costs of issue/placement of non-equity securities

(53 865)

(17 590)

Other costs of financial & investment activities

(37 500)

(4 539)

Total

(91 365)

(22 129)

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

3.12. Interest costs

Interest costs as of 31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Costs of bond interest

(514 618)

Total

(514 618)

3.13. Impairment of financial assets at fair value with its changes recognised in profit or loss

Impairment of financial assets at fair value with its changes recognised in profit or loss for the year ended

31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Costs of long-term financial assets impairment

(11 341 765)

(4 860 624)

Total

(11 341 765)

(4 860 624)

3.14. Draft distribution of profit (loss)

Loss of the Company as of 31 December 2022 amounts to EUR (12 106 879). The Company brings the

loss forward to next year.

3.15. Income tax and deferred income tax

Income tax for the year ended on 31 December:

Year ended on

31/12/2022

Year ended on

31/12/2021

Taxable income

Total costs:

(12 106 879)

(5 124 213)

Permissible deductions

(765 114)

(263 531)

Non-permissible deductions

11 341 765

4 860 682

Profit (loss)

(765 114)

(263 531)

Recognised deferred income tax asset on the loss brought

forward

Non-recognised deferred income tax asset on the loss

brought forward

114 767

39 530

Income tax

The Company‘s operations were loss-making in 2022.

Income tax is calculated in accordance with the requirements of Lithuanian tax laws. As of 31 December

2022, the standard corporate income tax rate in Lithuania was 15%. Deferred income tax assets are

realised when the Company expects to generate profit in future. As of 31 December 2022, deferred

income tax assets are not recognised as dividend to be received by the Company from Pagalbos Verslui

Fondas KŪB will not be taxed. The Company does not expect income from any other sources.

3.16. Earnings (loss) per share

Ordinary earnings/loss per share are/is calculated by dividing the net profit/loss for the period by the

weighted average number of ordinary shares issued during the period. The weighted average

number of shares in 2022 was 10,120,000.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Earnings (loss) per share:

2022 2021

Jan – Dec Jan – Dec

Net profit (loss)

(12 106 879)

(5 124 213)

Weighted average number of ordinary shares issued

10 120 000

Earnings (loss) per share

(1,196)

(0,506)

3.17. Related party transactions

Management of the Company consists of the Managing Director and members of the Board. The Fund

is considered as another related party.

In 2022, the Company concluded two transactions with a related party. An investment of EUR

50,000,000 was made in Pagalbos verslui fondas KŪB on a call basis. In December 2022, a return of

an EUR 1,000,000 investment was made.

Wages for key members of management

2022

2021

Salaries and other short-term employee benefits

80 413

57 275

Remuneration to the Board members

32 439

15 600

Total

112 852

72 875

3.18. Rights and liabilities not disclosed in the Statement of Financial Position

The Republic of Lithuania guaranteed up to EUR 150,000,000 for the bonds issued by the Company.

3.19. Events after the date of the Statement of Financial Position

Tomas Urban was recalled from members of the Board of Valstybės investicinis kapitalas UAB by Order

of the Minister of Finance Gintarė Skaistė of 7 February 2023.

In the period between the end of the fiscal year and the date of approval of these financial statements,

there were no other material events that would affect these financial statements or would require

additional disclosure.

For Valstybės investicinis kapitalas UAB

Chief Accountant

Robertas Vyšniauskas

Managing Director

Inga Čėsnienė

Authorised by Nordgain UAB

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Valstybės investicinis kapitalas UAB

ANNUAL REPORT

for 2022

Below is an assessment of compliance of the Company’s Annual Report (or Annual Report on Activities)

for 2022 with the Transparency Guidelines for State-Owned Enterprises, the Corporate Governance

Code for the Companies Listed on NASDAQ OMX Vilnius, and the Republic of Lithuania Law on

Financial Reporting by Undertakings (or the Law on State and Municipal Enterprises), as well as with

other good reporting practices.

OPERATIONS AND PURPOSE OF THE COMPANY

Background

Valstybės Investicinis Kapitalas UAB (hereinafter referred to as “VIKA” or the “Company”) is a private

company registered in the Republic of Lithuania. The Company was registered on 26 August 2020.

The registered office address of the Company is Gedimino pr. 38, Vilnius.

The Company’s taxpayer code is 305611945.

Email: info@vika.lt

Shareholder: The State

Institution representing the State: Ministry of the Economy and Innovation of the Republic of Lithuania

Shareholding of the State: 100%

Foreword by the CEO

Valstybės Investicinis Kapitalas UAB

(VIKA) was established to help

Lithuanian businesses overcome the

challenges posed by the pandemic. In

2022, VIKA invested the funds raised in

the state and capital markets in

Pagalbos Verslui Fondas KŪB

managed by the State Investment

Management Agency, thus providing

financial assistance to businesses and

promoting the capital market

development.

Despite complicated geopolitical

situation in 2022 which has had a

considerable impact on financial

markets and their participants, VIKA raised EUR 50 million in the capital market by distributing two bond

issues EUR 25 million each. All the VIKA bonds are listed on the Nasdaq Vilnius Stock Exchange and

may participate in the monetary policy operations of the European Central Bank.

In total, VIKA has invested EUR 200 million in Pagalbos Verslui Fondas KŪB – such amount was

determined by the actual demand from Lithuanian businesses. It is important to note that a EUR 1 million

investment was returned to VIKA in December 2022 as planned. I invite you to get acquainted with the

results of our activities.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Description of VIKA‘s operations and operating model

The purpose of the Company’s operations is to help, in accordance with the description of Measure

Pagalbos verslui fondas (Aid Fund for Business) approved by the Minister of the Economy and

Innovation of the Republic of Lithuania and the Minister of Finance of the Republic of Lithuania, the

Lithuanian economy to recover from the consequences of COVID-19 through the financing of measures

aimed at supporting the business and capital market development with funds raised through state and

capital market measures.

VIKA is a company established in 2020 by the Ministry of the Economy and Innovation of the Republic

of Lithuania and is the limited partner of Pagalbos Verslui Fondas KŪB, providing the state contribution

to this fund.

The letter of the Ministry of the Economy and Innovation of the Republic of Lithuania regarding the

expectations of the State (shareholder of VIKA) listed the main expectations for VIKA’s activities

including the requirements for the issuance of debt securities (DSs):

• VIKA has to raise EUR 400 million through issues of DSs and ensure that VIKA’s operations are not

loss-making;

• VIKA has to ensure that the total cost of the funds raised is in line with the best market terms at the

time of the issuance of the DSs, using all possible cost-optimisation solutions for the issuance and the

entire financial cycle, such as credit rating and other measures;

• VIKA has to implement appropriate risk management measures.

Considering the expectations of the State for VIKA’s activities, a EUR 400 million DS programme with

an unconditional state guarantee was approved to attract funds from private investors. The programme

was rated A by the international rating agency Fitch Ratings. The securities of the bond programme are

issued in tranches as required. As of the date of this Report, VIKA has provided an EUR 150 million

guarantee to secure the bond programme. It is important to note that the DSs issued by VIKA do not

confer any rights to immovable assets or goods and do not confirm any rights or obligations to acquire

or dispose of such securities.

During 2022, Valstybės Investicinis Kapitalas UAB issued DSs for EUR 50 million.

All bonds issued by the Company are listed on the Nasdaq Baltic Bond List from 30 September 2021.

A state guarantee has been provided to secure the bond obligations.

The DSs issue process at VIKA is a standard one and is in line with current market practices. As VIKA

is a newly established company that does not have the right to distribute DS issues independently, VIKA

has hired providers of legal and financial services for this purpose. Luminor Bank AS Lithuania Branch,

as the organiser of the DS issue distribution, has undertaken to mediate throughout the DS issue

distribution process, i.e. undertook to provide all the services related to the DS issue and offering to third

parties, including preparations for the DS issue, the DS issue arrangements, DS offering to investors,

managing the process of obtaining an external independent credit rating for the issue etc.

It has been agreed in writing that VIKA will pay a fee as a percentage of the revenues received from the

DSs to the organiser for its intermediation in the DS transactions, provided that the issue of the VIKA

DSs is successfully distributed. If the organiser fails to distribute VIKA DSs, i. e. to provide basic

intermediation services in the DS transactions, the organiser will receive no fee from VIKA.

Main activities of the Company include:

 Management of state-owned assets transferred to VIKA;

 Establishment, financing and participation in the activities of legal entities intended for the bonds

issue; and

 Attracting private investments.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Pursuant to the Memorandum of Association dated 7 August 2020, the shareholder contributed EUR

100,200,000 to form the authorised capital. All the 10,020,000 shares of the Company are ordinary

registered uncertificated shares.

The registered authorised capital of the Company is EUR 101,200,000 and consists of 10,120,000

ordinary registered shares with a par value of EUR 10 each.

EUR 1,000,000 was received on 30 December 2020 from the shareholder to increase the authorised

capital.

On 17 March 2021, an increase in the authorised capital was registered and additional 100,000 ordinary

registered uncertificated shares were issued. As of the date of the financial statements, the Company‘s

registered authorised capital amounts to EUR 101,200,000 and consists of 10,120,000 ordinary

registered shares with a par value of EUR 10 each.

As of 31 December 2021, all shares were fully paid up.

The calendar year is used as the fiscal year of the Company.

The Company prepared its financial statements in accordance with International Financial Reporting

Standards (IFRS) as adopted by the European Union (EU).

Description of activities in the reporting period

On 26 January 2022, the Government of the Republic of Lithuania approved of consolidation of a

number of national development institutions, i. e. Investicijų ir verslo garantijos UAB, Viešųjų investicijų

plėtros agentūra UAB, Valstybės investicijų valdymo agentūra UAB, Žemės ūkio paskolų garantijų

fondas UAB and Valstybės investicinis kapitalas UAB – on the basis of Investicijų ir verslo garantijos

UAB, a private company. In this process, the Ministry of Finance of the Republic of Lithuania exercises

both pecuniary and non-pecuniary rights and performs obligations of the State as the shareholder of the

consolidated national development institution. At present, it is impossible to assess the influence of this

process over the Company’s activities as no further decisions have been taken on this matter.

Updated Articles of Association of the Company were approved twice in 2022. Dates of registration of

the updated Articles of Association in the Register of Legal Entities: 24 March and 27 June 2022.

On 8 March 2022, Tranche 1 of Series 2 bond issue with the total value of EUR 25,000,000 (ISIN code

LT0000406258) (decision of the Board of the Company No 4 was adopted on 1 March 2022) under the

EUR 400 million programme was issued. Par value per bond: EUR 1,000. Bond redemption date: 8

March 2025; can be redeemed, at the Company‘s demand, on expiry of 2 (two) years. On 10 March

2022, the Company invested the EUR 25,000,000 received in Pagalbos verslui fondas KŪB on a call

basis.

On 13 April 2022, the Government of the Republic of Lithuania passed a resolution whereby it decided

to transfer all the 10,120,000 ordinary registered uncertificated shares at EUR 10 (ten) par value per

share, owned by the State and managed by the Ministry of the Economy and Innovation of the Republic

of Lithuania on trusteeship basis, and conferring 100% of votes at the general meeting of shareholders

of Valstybės investicinis kapitalas UAB, to the Ministry of Finance of the Republic of Lithuania for control,

use and disposal on trusteeship basis. All the shares of the Company have been transferred to the

Ministry of Finance for control, use and disposal on trusteeship basis since 11 May 2022.

On 27 June 2022, the Board of Valstybės investicinis kapitalas UAB decided to accept and approve the

updated EUR 4 million Medium-Term Note Programme guaranteed by the State, for up to EUR 400

million, together with its Information Memorandum setting out the updated terms and conditions of the

Programme.

On 30 June 2022, Tranche 1 of Series 3 bond issue with the total value of EUR 25,000,000 (ISIN code

LT0000406613) (decision of the Board of the Company No 8 was adopted on 28 June 2022) under the

EUR 400 million programme was issued. Par value per bond: EUR 1,000. Bond redemption date: 30

June 2027; can be redeemed, at the Company‘s demand, on expiry of 4 (four) years.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

On 8 July 2022, EUR 25 million were invested in Pagalbos Verslui Fondas KŪB under letter No SR-

PVF-2022-6 of 20 June 2022 ‘Regarding call for payment’.

On 19 October 2022, the Government of the Republic of Lithuania passes a resolution on the increase

in the authorised capital of Investicijų ir verslo garantijos UAB by contributing the shares of Viešųjų

investicijų plėtros agentūra UAB and Valstybės investicijų valdymo agentūra UAB. On implementation

of this resolution, Viešųjų investicijų plėtros agentūra UAB and Valstybės investicijų valdymo agentūra

UAB became subsidiaries of Investicijų ir verslo garantijos UAB. It is important that the Company was

not consolidated together with the said companies, and a proposal for the resolution states that

securities issued by the Company are recognised as suitable for the Euro system transactions and

bonds issued by the Company meet the bond buying requirements set by the European Central Bank;

in the case of VIKA‘s consolidation, there would be a risk that legal compliance of its bonds with the

ECB requirements would be lost. However, as VIKA does not have the status of a national development

institution, this will not affect achievement of the main purpose – to consolidate all national development

institutions and ensure that the one-stop-shop principle is applied to investors.

On 28 December 2022, the Company received the return of EUR 1 million as the limited partner in the

Fund.

Description of the Board‘s activities in the reporting period

The Board of the Company held thirteen meetings in 2022, at which decisions were adopted (2021: 14

meetings) related to the Company’s organisational matters, policies, budget, bond issue and other

matters relevant to the company’s activities.

All the decisions were taken by consensus of the Board members (all the appointed Board members

attended all meetings and participated in the taking of decisions). During 2022, the members of the

Board Šarūnas Ruzgys, Jonas Bložė and Tomas Urban attended 13 meetings each.

The most important decisions of the Board included:

- Minutes of the Board meeting No 1 of 18 January 2022

Objectives of the Managing Director‘s activities for 2022 were approved at this meeting.

- Decisions of the Board No 3 and 4 of 1 March 2022

The Board decided to issue Tranche 1 of Series 2 bonds with the total value of EUR 25,000,000 (ISIN

LT0000406258), to approve the final terms of the bonds (bond par value EUR 1,000, redemption date

8 March 2025, yield 0.650%), and to distribute them to investors.

- Decision of the Board No 6 of 24 May 2022

The Board decided to approve of an amendment to the Members Agreement concluded on 6 October

2020 by and between the Company and Valstybės investicijų valdymo agentūra UAB (reg. company No

305612545).

- Decision of the Board No 7 of 27 June 2022

The Board decided to approve the updated EUR 400,000,000 Medium-Term Note Programme

guaranteed by the Republic of Lithuania and the update Information Memorandum for the Programme.

- Decisions of the Board No 8 and 9 of 28 June 2022

By these decisions, the Board resolved to issue Tranche 1 of Series 3 bonds with the total value of EUR

25,000,000 (ISIN LT0000406613), to approve the final terms of the bonds (bond par value EUR 1,000,

redemption date 30 June 2027, yield 2.826%), and to distribute them to investors

- Decision of the Board No 12 of 8 December 2022

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

At this meeting, the Board decided to approve a list of the Company‘s trade secrets and confidential

information, a policy for investing spare funds, and a remuneration policy.

Material events after the end of the reporting year

Tomas Urban was recalled from the position of a member of the Board of Valstybės investicinis kapitalas

UAB by Order of the Minister of Finance Gintarė Skaistė of 7 February 2023.

In the period between the end of the fiscal year and the date of approval of these financial statements,

there were no other material events that would affect these financial statements or would require

additional disclosure.

STRATEGY AND ITS IMPLEMENTATION

Strategic lines of the Company’s operations, its mission, vision and objectives

The main purpose of the Company’s operations is to help the Lithuanian economy to recover from the

consequences of COVID-19 through the financing of measures aimed at supporting the business and

capital market development with funds raised through state and capital market measures.

The letter from the Ministry of the Economy and Innovation of the Republic of Lithuania on the

expectations of the state (shareholder of VIKA) for VIKA set out an expectation that VIKA will cooperate

with Valstybės Investicijų Valdymo Agentūra UAB, a private company, to help the Lithuanian economy

recover from the consequences of coronavirus (COVID-19) through the limited partnership Pagalbos

Verslui Fondas by financing business aid and capital market development measures from funds

attracted through state and capital market measures. To this end, VIKA should aim to attract up to EUR

400 million from private investors, if needed, and invest them.

The areas and the line of activities of the Company are in accordance with the Description of Activities

of Pagalbos Verslui Fondas approved by the Minister of the Economy and Innovation of the Republic of

Lithuania and the Minister of Finance of the Republic of Lithuania to help the Lithuanian economy

recover from the consequences of COVID-19 by financing measures to support business and capital

market development with funds raised through state and capital market measures. It is important to

mention that the specific purpose of VIKA’s activities means that VIKA’s mission, strategy and vision

are not set out in separate documents but are instead defined in the VIKA shareholder’s letter on

expectations and are in line with the set objectives of VIKA’s activities.

Sustainability

The Company’s position is to respond as much as possible to the issues of sustainability in daily

operations. The specific nature of the Company’s activities and the presence of one employee mean

that the Company has not acquired any assets, does not rent or otherwise use the Company’s office,

vehicles or other equipment and has no other direct costs that would produce an impact on the

environment; therefore, an analysis of the main environmental, social and economic impacts is not

applicable in this case. Moreover, the Company promotes and seeks compliance with green

procurement in open tendering procedures conducted through public institution CPO LT, VšĮ.

Operating plans and projections

In accordance with the Members Agreement 6 October 2020 as amended, the Company has committed

to invest up to EUR 250 million in Pagalbos Verslui Fondas KŪB. The Company’s commitment to invest

covers all transfers under calls for payment, and in any case the amount of the transfers may not exceed

the amount of the commitment to invest. On the other hand, the Company has resources to increase its

obligations and invest up to EUR 500 million, as it has an approved EUR 400 million bond programme,

and EUR 100 million of own funds.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Compliance of the results with set objectives

In 2022, the Company invested EUR 50,000,000 in Pagalbos Verslui Fondas KŪB on a call basis, i. e.

on 10 March 2022, EUR 25 million were invested in Pagalbos Verslui Fondas KŪB on a call basis and

on 8 July 2022, EUR 25 million were invested in Pagalbos Verslui Fondas KŪB under letter No SR-PVF-

2022-6 of 20 June 2022 ‘Regarding call for payment‘.

In 2022, Tranche 1 of Series 2 bond issue with the total value of EUR 25,000,000 was issued, with EUR

1,000 par value per bond and bond redemption date 8 March 2025 as well as Tranche 1 of Series 3

bond issue with the total value of EUR 25,000,000, with EUR 1,000 par value per bond and bond

redemption date 30 June 2027.

Under the Members Agreement of 6 October 2020 as amended, the Company undertook to invest in

Pagalbos verslui fondas KŪB up to EUR 250,000,000 in total.

The Company will continue to issue, as necessary, bonds under the Medium-Term Note Programme

guaranteed by the Republic of Lithuania up to EUR 400 million.

ANALYSIS OF FINANCIAL AND OPERATING RESULTS

Income

The company did not earn any income in 2022 and 2021. The company’s operating model is designed

so that the company does not plan to receive additional income other than return on investment in near

future.

Table 1 presents the preliminary data that were provided as part of the business plan to obtain the state

guarantee. It is important to note that after investing in the Fund EUR 200 million, at the end of December

2022 the Company recovered a EUR 1 million investment.

Table 1

Item

Total (EUR)

Year

2021

2022

2023

2024

2025

2026

2027

2028

Authorised capital

and funds for bonds

issued

251 200 000

161 200

000

90 000

000

- - - - - -

The Company’s

investments in the

Fund

250 000 000

160 000

000

90 000

000

- - - - - -

The Company’s

costs

5 180 239 397 004 660 388 1 057 021 1 101 021 812 998 559 841 295 983 295 983

4 Purchase of bonds 150 000 000 - - -

60 000

000

50 000

000

40 000

000

- -

Payments receivable

from the Fund (with

hurdle rate return)

267 139 814 - 1 700 000

61 200

000

1 200 000

110 941

505

24 480

339

50 201

665

17 416

306

Costs

The Company’s operating expenses, other expenses and impairment of financial and non-current

financial assets in 2022 amounted to EUR 12.11 million. Compared to 2021, these costs increased by

6.98 million or 136%. A revaluation of the investment in Pagalbos verslui fondas KŪB was made in 2022

– an impairment was recorded om 30 June 2022, and on receipt of interim financial statements as of 30

September 2022 and annual financial statements as of 31 December 2022, an increase in value was

recorded. Pagalbos verslui fondas KŪB is valued at EUR 179,922,428 as of 31 December 2002. It is

stated in the financial statements of Pagalbos verslui fondas KŪB that the valuation of the investment

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

portfolio positions at fair value is based on the results of analysis of relevant financial market segments

and individual credit risk assessment of companies. A very significant increase in both the yield of non-

risky investments and the companies‘ credit risk margins in global markets was observed in 2022. The

latter developments were determined increasing inflation, geopolitical factors, changing expectations

regarding monetary policy of Euro zone, and concerns about the increasing probability of recession.

Structure of operating costs in 2022

Figure 1. Structure of operating costs in 2022

Wage costs and related costs accounted for the largest share of costs in 2022.

A significant decrease in operating costs is observed in 2022 due to reduced additional account

management fee which was applied in 2021.

Table 2. Cost groups and their dynamics

2022

2021

Change, %

Operating costs and other costs

159 131

263 589

-40%

Impairment of financial assets carried at fair

value, with its changes recognised in profit or

loss

11 341 765

4 860 624

133%

Performance result of the Company

The company’s net loss was EUR 12.11 m in 2022 and EUR 5.12 in 2021. The main reason for the

increase in net loss is the impairment of non-current financial assets.

Earnings (loss) per share

Ordinary earnings/loss per share is calculated by dividing the net profit/loss for the period by the

weighted average number of ordinary shares in issue during the period. The weighted average

number of shares in 2022 was 10,120,000.

Wages & related taxes

Remuneration to

members of the Board

Accounting costs

Audit costs

Bank charges

Costs of legal services

Other administrative

costs

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Earnings (loss) per share

2022

2021

Net profit/loss

(12 106 879)

(5 124 213)

Weighted average number of ordinary shares in issue

10 120 000

Earnings (loss) per share

(1,196)

(0,506)

Table 3. Groups of items in the balance sheet and their dynamics

Balance sheet items

31/12/2022

31/12/2021

Change, EUR

Change, %

Non-current assets

179 992 162

142 269 122

37 723 040

Current assets

1 431 991

745 061

686 930

TOTAL ASSETS

181 424 153

143 014 183

38 409 970

Total equity

81 066 938

93 173 817

- 12 106 879

- 13

Long-term liabilities

99 832 490

49 830 758

50 001 732

100

Short-term liabilities

524 725

9 608

515 117

5 361

TOTAL LIABILITIES

100 357 215

49 840 366

50 516 849

101

In 2022, non-current assets of the Company increased by EUR 37,723,040. The net value of the

investment in Pagalbos verslui fondas KŪB is EUR 179,903,358.

In 2022, the Company had EUR 1 388 824 in its bank account. During 2022, EUR 50,000,000 was

transferred to Pagalbos Verslui Fondas KŪB on call basis. On 28 December 2022, EUR 1,000,000

investment was returned.

Table 4. Key financial indicators of the Company

Key financial indicators

31/12/2022

31/12/2021

Revenues

Costs

765 114

263 589

Impairment of financial assets carried at fair value,

with its changes recognised in profit or loss

11 341 765

4 860 624

Net loss

- 12 106 879

- 5 124 213

Liquidity indicators

Current liquidity ratio

2,73

77,55

Critical liquidity ratio

2,73

77,55

Absolute liquidity in cash

2,65

60,96

Working capital

907 266

735 453

Profitability ratios

Net profitability

Asset turnover ratio

Return on assets %

-7,5%

-4,2%

Return on equity %

-14,93%

-5,5%

Debt / equity ratio

1,24

0,53

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

All financial information in this report has been calculated in accordance with International Financial

Reporting Standards (IFRS) as adopted by the EU, unless otherwise stated.

Income tax

Income tax is calculated in accordance with the requirements of Lithuanian tax laws. As of 31 December

2022, the standard corporate income tax rate in Lithuania was 15%. Deferred income tax assets are

realised when the Company expects to generate profit in the future. As of 31 December 2022, deferred

income tax assets are not recognised as, on receipt of dividend from Pagalbos verslui fondas KŪB, this

income of the Company will not be taxed.

The Company’s loss as of 31 December 2022 is EUR (12 106 879). The Company will propose that the

loss should be brought forward to next year.

RISKS

Main risks and risk management policies

The Company’s activities must comply with the Commission Decision No. C(2020) 3534 (final) of 26

May 2020 “State Aid SA.57008(2020/N) – Lithuania COVID-19: Aid Fund for Business” as amended,

and the provisions of the Description of Activities of the Measure “Aid Fund for Business” approved by

the Minister of the Economy and Innovation of the Republic of Lithuania and the Minister of Finance of

the Republic of Lithuania, as subsequently amended and supplemented. Such specific nature of the

Company’s activities means that the need for risk management policy is limited. On the other hand, the

company has general risk management controls in place.

Credit risk. This is the risk that the counterparty will be unable to meet its obligations to the Company.

The Company has measures in place to ensure on an ongoing basis that transactions are concluded

with reliable customers and that the amount of transactions does not exceed set credit risk limits. The

Company has not provided guarantees for the obligations of the other parties. The Company is exposed

to the risk that the counterparty will be unable to meet its obligations to the Company.

Operational risk. This includes the risk of direct and/or indirect losses due to inadequate or absent

internal control processes, staff errors and/or illegal actions and malfunctions of information systems

and technologies, or due to external factors. Operational risk management is performed by implementing

the internal control function, establishing procedures and plans for limiting the possible occurrence of

unforeseen risks, assessing the acceptability of the Company’s services, analysing the processes and

procedures in the Company, identifying risks and assessing the adequacy of relevant controls.

Liquidity risk. This is the risk of not being able to meet one’s payment obligations on time. The

Company manages its liquidity risk by maintaining a sufficient amount of cash and cash equivalents,

securing funding and meeting its obligations.

The ongoing war in Ukraine and the associated sanctions against the Russian Federation could have a

global impact on the European economy. The company has no direct links with Ukraine, Russia or

Belarus, however, the Fund has provided financing to customers whose activities are related to these

countries directly and/or indirectly. Financial difficulties experienced by the Fund‘s customers can have

a negative impact on the value of financial assets of the Fund, and therefore, a direct negative impact

on the valuation of the Company‘s investment in the Fund. The impact on the overall economic situation

may require a review of certain assumptions and estimates. At present, management cannot reliably

estimate the impact of these events as the situation changes on a daily basis.

Market risk. This is the risk that the Company will incur losses due to fluctuations in market variables.

The most relevant risk for the Company is the fluctuation of securities prices. The Company did not have

any financial instruments in place to manage the risk of interest rate fluctuations. The Company invests

all available financial resources in Pagalbos Verslui Fondas KŪB. As the Company conducts all

operations in euros and open foreign currency positions are insignificant, the Company’s foreign

exchange risk is insignificant.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

INVESTMENT PROJECTS

Main investment projects completed and underway

In 2020, the Company invested EUR 7 million in Pagalbos verslui fondas KŪB on a call basis.

In 2021, the Company invested EUR 143,000,000 in Pagalbos verslui fondas KŪB on a call basis.

In 2022, the Company invested EUR 50,000,000 in Pagalbos verslui fondas KŪB on a call basis.

Under the Members Agreement of 6 October 2020 as amended, the Company committed itself to invest

in KŪB Pagalbos verslui fondas up to EUR 250,000,000.

Planned investment projects

The Company plans to continue investments in Pagalbos verslui fondas KŪB as necessary in

accordance with the Members Agreement until 30 June 2023.

In accordance with the Members Agreement, the Company may invest up to EUR 250 million in

Pagalbos verslui fondas KŪB (by the end of 2022, VIKA invested EUR 200 million and recovered EUR

1 million of investments). In addition, under the approved programme for EUR 400 million the Company

may issue bonds and thus raise additional funds provided that the Company assumes additional

liabilities.

Apart from investments in Pagalbos verslui fondas KŪB, the Company had not planned any other

investments.

Investment policy

The specific nature of the Company’s activities means that the need for investment policy is limited. The

Company’s activities are based on Commission Decision No. C(2020) 3534 (final) of 26 May 2020 “State

Aid SA.57008(2020/N) – Lithuania COVID-19: Aid Fund for Business” as amended and the Description

of Activities of the Measure ‘Aid Fund for Business” approved by the Minister of the Economy and

Innovation of the Republic of Lithuania and the Minister of Finance of the Republic of Lithuania as

amended.

Valstybės investicinis kapitalas UAB‘s Free Funds Investment Policy was approved by decision of the

Board of 8 December 2022. It establishes that free funds of the Company can be invested in the

following financial instruments:

 Tern deposits in banks of the European Union Member States, Switzerland and the European

Economic Area or branches of such banks as well as the Bank of Lithuania;

 Government debt securities;

 Commercial banks debt securities;

 Investment units of the monetary market investment funds;

The purpose of the Company‘s investments under the Free Funds Investment Policy is to temporary

invest free funds available to the Company until a need arises to use them in the implementation of the

Company‘s projects or to return them to owners of the bonds issued by the Company or the Company‘s

shareholders or creditors. For this purpose, free funds have to be invested in the following order of

priority:

 Investment security – the priority investment objective is to ensure security of the funds

invested, i. e. the invested amount must be returned in all cases;

 Ensuring liquidity – funds management in a way that ensures the Company‘s ability to carry

out its ordinary activities and perform its obligations;

 Maximising return on investments - funds management in a way that ensures a maximum

return on investments is received according to the principles of investment security and liquidity.

The Company did not make any investments under the Free Funds Investment Policy in 2022.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

CORPORATE GOVERNANCE STRUCTURE OF THE COMPANY. MANAGEMENT AND

SUPERVISORY BODIES

Main shareholders of the Company and their rights

On 13 April 2022 the Government of the Republic of Lithuania adopted a resolution deciding to transfer

all ordinary registered uncertificated shares owned by the State and managed by the Ministry of the

Economy and Innovation of the Republic of Lithuania, i. e. 10,120,000 shares granting 100% votes at

the general meeting of shareholders of VIKA, to the Ministry of Finance of the Republic of Lithuania for

management, use and disposal.

Rights and obligations of the VIKA’s shareholders are established by the Law on Companies and other

legislation of the Republic of Lithuania.

The rights granted by VIKA shares are exercised according to the procedure prescribed by the Law on

Companies, other laws and legal acts, as well as the Articles of Association of the Company.

As of 31 December 2022, 100% of the Company’s authorised capital is owned by the Republic of

Lithuania, code 111105555.

Management bodies of the Company (structure)

Management bodies of the Company are as follows:

• The general meeting of shareholders;

• The Board; and

• The CEO (Managing Director)

The company together with another company (Valstybės Investicijų Valdymo Agentūra UAB) is the

founder of Pagalbos Verslui Fondas KŪB.

The Company is managed by the CEO and members of the Board. Related parties of the Company

include the shareholders, members of the Board, their close relatives and companies that directly or

indirectly control the Company through an intermediary or are controlled separately or jointly with another

party that is also recognised as a related party, provided that this relationship allows one of the parties to

control the other party or exert significant influence over the other party in the taking of financial and

management decisions.

The company has an approved management structure and positions (see Figure 2 below). In

accordance with the efficiency objectives set out in the VIKA shareholder’s letter of expectations, the

Company did not hire any additional employees except the Managing Director.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Figure 2. Management structure of the Company

Composition of the Management Board of the Company, beginning/end of the term of office

Chairman of the Board: Šarūnas Ruzgys, member of the Board elected in on 7 August 2020.

Member of the Board: Jonas Bložė, elected as a member of the Board on 3 December 2020.

Member of the Board - Tomas Urban, Director of the Business Environment Department of the Ministry

of the Economy and Innovation, elected as a member of the Board on 7 August 2020. Recalled from the

position of the Board member on 7 February 2023 under Order of the Minister of Finance.

Robertas Vyšniauskas, member of the Board, was recalled from the position of the Board member on

19 November 2020 due to being appointed the CEO of Valstybės Investicinis Kapitalas UAB (was

appointed as the Board member under the Agreement of 7 August 2020).

Formation of the Board of the Company

Members of the Board are elected by the general meeting of shareholders for 4 years. The procedure

for electing and recalling the Board and its individual members established in the Law on Companies is

applied. The Board consists of 3 members, two of whom are independent members. The remit of the

Board and the decision-making procedure are established in the Law on Companies.

The remit of the Board additionally includes:

- considering and approving a policy for the investment of temporarily free funds;

- give approval to the VIKA’s CEO for the conclusion of a transaction with a value of more than

EUR 50,000 (fifty thousand euros) exclusive of VAT;

- considering and taking decisions whereby relevant decisions adopted by the general meeting

of shareholders are implemented;

- considering and taking decisions to issue VIKA bonds as provided for in Article 55(4) of the Law

on Companies;

- setting the indicators used to evaluate the activities of VIKA’s CEO and their target values that

determine the variable part of the monthly salary of the CEO.

Board

General meeting

of shareholders

Managing Director

External

audit

Head of Legal &

Compliance management

Head of Processes & Risk

Management

Head of Accounting &

Analysis

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

There are no committees in the company. Performance of the statutory functions of the Audit Committee

has been delegated to the Board.

CEO of the Company, his qualification, other positions and remuneration

CEO of the Company is Robertas Vyšniauskas, the Managing Director.

20 years of professional experience in the commercial and business law, in-depth knowledge of

corporate governance, business development and strategy, mergers and acquisitions, and management

of multilateral complex projects.

Other positions: Independent member of the Board of EPSO-G UAB (Chairperson of the Board) and

member of the audit committee; independent member of the Supervisory Council of Klaipėdos nafta AB

(Chairperson of the Supervisory Council) and member of the audit and remuneration committee and

the nomination committee; independent member of the Board of Vilniaus vystymo kompanija UAB.

Previous positions: Independent member of the Board of Valstybės investicinis kapitalas UAB;

independent member of the Board of Infostruktūra VĮ; Independent member of the Board / Managing

Director of companies of Vilniaus Prekyba UAB, lawyer at related or parent companies.

Gross pay to the Managing Director of the Company for 2022 is EUR 63,529.99. Annual bonus for

2021: EUR 16,883.62.

General meeting of shareholders and its activities

The remit of the general meeting of shareholders of the Company and its convention and decision-

adoption procedures are as established in the Law on Companies, except for the cases specified in

Article 23 of the Articles of Association. If all the shares of VIKA are owned by the same person, his/her

written decisions are deemed to be the decisions of the general meeting of shareholders. The remit of

the general meeting of shareholders additionally includes:

• Establishing the procedure for setting remuneration for the members of the Board, the Audit

Committee and other committees (if any) for their activities in the Board and the relevant

committees, respectively:

• Deciding on the conclusion of contracts with the members of the Board, the Audit Committee

and other committees (if any) and determine their terms, including the maximum remuneration

for the members and chairpersons of the Board and the relevant committees;

• Setting objectives for the Board and the Audit Committee (if any) and the procedure for

reporting for their activities to the general meeting of shareholders.

WAGES AND PERSONNEL

As of 31 December 2021 and 31 December 2022, the average annual number of employees of the

Company was 1. The annual wage fund in 2022 consisted of the fixed part EUR 63,528.99 and the

variable part EUR 16,833.60. The annual wage fund in 2021 was EUR 56,287.74. The Company does

not have a human resources management policy.

The average monthly salary of the employees (gross) by position:

Managing Director

2021 – EUR 4,772.91

2022 – EUR 6,701.05

Remuneration policy for the CEO of the Company. By decision of the Board of 8 December 2022

(minutes of the meeting No 12), the Remuneration Policy of Valstybės investicinis kapitalas UAB was

approved. According to this document:

• Pay to the Company‘s employee consists of the fixed part and the variable part of pay. The fixed

part is subject to a review on an annual basis having regard to labour market trends;

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

• The fixed monthly part of the Managing Director‘s pay is set by decision of the Board. The

variable monthly part can be set, by decision of the Board, in percentage terms for the fiscal year/quarter

on assessment of fulfilment of the tasks set for the employee for past fiscal year/quarter and

achievement of the Company‘s performance indicators set for the purpose of setting the monthly

variable part of the employee‘s pay;

• The monthly variable part of the Managing Director‘s pay cannot exceed 50% of the fixed

monthly part of pay set for the Managing Director;

• In determining the employee‘s average pay, the variable part is added to the period for which

the calculation is made irrespective of the payment date.

Actual remuneration to the Board Members in the current year

Remuneration of the members of the Board is granted in accordance with the agreements on the

activities of the member of the Board concluded by and between Robertas Vyšniauskas, the CEO

representing the Company, and the member of the Board.

The Board decided (decision No 13 of 31 December 2022) on the setting of the following monthly

remuneration to the Board members: (i) independent Board member – 1/4 of the average monthly of

the Managing Director of the Company in 2021, i. e. EUR 1,524.22 (one thousand five hundred twenty

four euros 22 cents) before tax; (ii) public servant working in the position of the Board member – 1/8 of

the average monthly of the Managing Director of the Company in 2021, i. e. EUR 762.11 (seven hundred

sixty two euros and 11 cents) before tax, (iii) Chairperson of the Board of the Company – 1/3 of the

average monthly of the Managing Director of the Company in 2021, i. e. EUR 2,032.29 (two thousand

thirty two euros and 29 cents) before tax has been set from 5 August 2022. Before 5 August 2022, a

fixed remuneration was paid to independent Board members: EUR 2,200 per quarter to a Board

member – the Chairperson of the Board, and EUR 2,000 per quarter to a Board member who is not the

Chairperson of the Board. Remuneration is reduced proportionately or is not paid at all if the independent

member of the Board has not expressed an opinion on the items on the agenda and has not voted on

them or has not participated in the meetings of the Board.

Gross remuneration to the Board members for 2022 totals EUR 32,435.86.

DIVIDEND POLICY

The Company has not paid out dividends. This is in accordance with VIKA’s shareholder letter of

expectations that sets the objective of ensuring that the Company does not operate at a loss (ROE>0).

The procedure and possible amounts of dividends and profit contributions applicable to the Company

are regulated by Resolution of the Government of the Republic of Lithuania ‚On Dividends for the State-

Owned Shares in Companies and Profit Contributions of State-Owned Enterprises‘.

AUDIT

Auditor of annual financial statements

Audit is conducted in accordance with the Public Procurement Agreement for Services concluded with

Deloitte Lietuva UAB on 15 October 2021 No. 20211015. Robertas Vyšniauskas, CEO, signed the

agreement on behalf of the Company.

The audit fee is EUR 21,780 (inclusive of VAT).

The object of the procurement – auditing of the annual reports of Valstybės Investicinis Kapitalas UAB

prepared in accordance with International Financial Reporting Standards, carried out in accordance with

International Standards on Auditing, examination of the Annual Reports for 2021, 2022 and 2023, and

issuing an opinion on whether financial data provided in the Annual Report are consistent with the

information in the audited financial statements.

INFORMATION ON SUBSIDIARIES AND ASSOCIATES

The Company is the limited partner of Pagalbos Verslui Fondas KŪB.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

KŪB Pagalbos Verslui Fondas was established in implementation of the European Commission

Decision No. C (2020) 3534 “State Aid SA.57008(2020/N) – Lithuania COVID-19: Aid Fund for

Business”. The state will invest in Pagalbos Verslui Fondas through Valstybės Investicinis Kapitalas

UAB, and the fund will be managed by Valstybės Investicijų Valdymo Agentūra UAB (VIVA), as provided

for in Resolution No. 512 of 6 May 2020 of the Government of the Republic of Lithuania.

INFORMATION ON COMPLIANCE WITH THE TRANSPARENCY GUIDELINES AND THE

GOVERNANCE CODE

VIKA complies with Resolution of the Government of the Republic of Lithuania No. 1052 of 14 July 2010

“On the Approval of the Guidelines for Ensuring the Transparency of Activities of State-Owned

Enterprises” (the “Transparency Guidelines”). VIKA has prepared a disclosure of compliance with the

requirements and recommendations set out in the Transparency Guidelines, which is attached to this

Annual Report.

Implementation of the Transparency Guidelines is ensured, in substance, through disclosure of

information in the Annual Report and on websites https://www.vika.lt/ and https://nasdaqbaltic.com/, so

that stakeholders are furnished with accessible and understandable information.

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

ANNEX I TO THE ANNUAL REPORT

Provisions of the Corporate Governance Code of the companies listed on NASDAQ Vilnius, approved

at the meeting of the Board of AB Nasdaq Vilnius on 15 January 2019 (Minutes No 19-63) and

information on (non-)compliance with them in VIKA’s activities is provided below.

PRINCIPLES/RECOMMENDATIONS

Yes/No/Not

applicable

Notes

1. PRINCIPLE: GENERAL MEETING OF SHAREHOLDERS, FAIR TREATMENT OF SHAREHOLDERS AND

SHAREHOLDERS’ RIGHTS

The corporate governance system should ensure fair treatment of all shareholders.

The corporate governance system should protect the rights of shareholders

1.1. All shareholders should have equal access to information and/or

documents required by law and to participate in decisions that are important to

the company.

Yes

It is currently irrelevant as

all the shares are owned by

one shareholder - the State

of the Republic of Lithuania.

1.2. It is recommended that the company’s capital consist only of shares that

give their holders equal voting, ownership, dividend and other rights.

Yes

1.3. It is recommended to create conditions for investors in advance, i.e. before

purchasing shares, to get acquainted with the rights granted by the issued new

or already issued shares.

N/A

No distribution of new

shares to new shareholders

/investors is carried out or

planned.

1.4. Critical exceptional transactions, such as the transfer of all or almost all of

the company’s assets, which would in principle constitute a transfer of the

company, should be subject to the approval of the general meeting.

Yes

1.5. The procedures for the organisation of and participation in the GMS should

provide equal opportun

ities for shareholders to participate in the general

meeting and should not prejudice the rights and interests of shareholders. The

selected place, date and time of the GMS should not prevent the active

participation of shareholders in the GMS. In the notice convening the GMS, the

company should indicate the last date on which the proposed draft resolutions

can be submitted at the latest.

Yes

1.6. In order to ensure the right of shareholders residing abroad to have access

to information, it is recommended that the documents prepared for the general

meeting of shareholders be made public in advance not only in Lithuanian but

also in English and/or other foreign languages. It is also recommended that the

minutes of the GMS after its signing and/or the adopted resolutions be made

public not only in Lithuanian, but also in English and/or other foreign languages.

It is recommended that this information be published on the company’s

website. Not all documents may be made available to the public if their

disclosure could harm the company or reveal the company’s trade secrets.

N/A

It is currently irrelevant as

all the shares are owned by

one shareholder - the State

of the Republic of Lithuania.

1.7. Shareholders entitled to vote should be able to vote in person or in

absentia. Shareholders should not be prevented from voting in advance in

writing by completing a general ballot paper.

Yes

It is currently irrelevant as

all the shares are owned by

one shareholder - the State

of the Republic of Lithuania

1.8. In order to increase the opportunities for shareholders to participate in

GMS, companies are recommended to use more modern technologies and

thus enable shareholders to participate and vote in GMS by electronic means.

In such cases, the security of the information transmitted must be ensured and

the identity of the participant and voter can be established.

Yes

It is currently irrelevant as

all the shares are owned by

one shareholder - the State

of the Republic of Lithuania

1.9. The report on the draft resolutions of the convened GMS recommends the

disclosure of new candidates for the members of the collegial body, the

proposed remuneration for them, the proposed election of an audit company,

if these issues are included in the GMS agenda. When proposing to elect a

new member of the collegial body, it is recommended to inform about his/her

education, work experience and other held (or proposed) other managerial

positions.

N/A

It is currently irrelevant as

all the shares are owned by

one shareholder - the State

of the Republic of Lithuania

1.10. Members of the company’s collegial body, heads of administration or

other competent persons related to the company who may provide information

Yes

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

related to the agenda of the GMS should participate in the GMS. Nominated

candidates for members of the collegial body should also participate in the

GMS if the election of new members is included in the agenda of the GMS.

2. PRINCIPLE: SUPERVISORY BOARD

2.1. FUNCTIONS AND RESPONSIBILITIES OF THE SUPERVISORY BOARD

The company’s Supervisory Board should ensure the representation of the interests of the company and its shareholders, the

accountability of this body to shareholders and the objective and impartial supervision of the company’s activities and its

management bodies, as well as provide regular recommendations to the company’s management bodies. The Supervisory

Board should ensure the integrity and transparency of the company’s financial accounting and control system.

2.1.1. The members of the Supervisory Board should act honestly, diligently

and responsibly for the benefit of the company and the shareholders and

represent their best interests and the public good.

N/A

2.1.2. Where the decisions of the Supervisory Board may affect the interests

of the company’s shareholders differently, the Supervisory Board should treat

all shareholders impartially. It should ensure that shareholders are properly

informed about the company’s strategy, risk management and control, and the

resolution of conflicts of interest.

N/A

2.1.3. The Supervisory Board should be impartial in making decisions that have

an impact on the company’s operations and strategy. The work and decisions

of the members of the Supervisory Board should not be influenced by the

persons who elected them.

N/A

2.1.4. The members of the Supervisory Board should clearly state their

opposition in case they consider that the decision of the Supervisory Board

may harm the company. The independent members of the Supervisory Board

should: (a) remain independent in their analysis and decision-making; (b) not

seek or accept any undue advantage that might call into question the

independence of the members of the Supervisory Board;

N/A

2.1.5. The Supervisory Board should ensure that the company’s tax planning

strategies are designed and implemented in accordance with the law, in order

to avoid malpractice that is not in the long-term interests of the company and

its shareholders, which may expose reputational, legal or other risks.

N/A

2.1.6. The company should ensure that the Supervisory Board is provided with

sufficient resources (including financial ones) to perform its duties, including

the right to obtain all necessary information and to seek independent

professional advice from external legal, accounting or other experts on matters

falling within the remit of the Supervisory Board and its committees.

N/A

2.2. FORMATION OF THE SUPERVISORY BOARD

The procedure for the formation of the Supervisory Board should ensure the proper resolution of conflicts of interest and the

efficient and fair management of the company.

2.2.1. The members of the Supervisory Board elected by the general meeting

should collectively ensure a diversity of qualifications, professional experience

and competencies, as w

ell as gender balance. In order to maintain an

appropriate balance between the qualifications of the members of the

Supervisory Board, it should be ensured that the members of the Supervisory

Board as a whole have the diverse knowledge, opinions and experience to

perform their tasks properly.

N/A

2.2.2. The members of the Supervisory Board should be appointed for a fixed

term, with the possibility of re-election on an individual basis, in order to ensure

the necessary growth of professional experience.

N/A

2.2.3. The Chair of the Supervisory Board should be a person whose current

or former position would not be an obstacle to the impartiality of the activity. A

former head of the company or a member of the Management Board should

not be immediately appointed chair of the Supervisory Board. Where the

company chooses not to follow these recommendations, information should be

provided on the measures taken to ensure operational impartiality.

N/A

2.2.4. Each member should devote sufficient time and attention to the duties

of a member of the Supervisory Board. Each member of the Supervisory Board

should undertake to limit his or her other professional responsibilities (in

particular management positions in other companies) in such a way that they

do not interfere with the proper performance of their duties as a member of the

N/A

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Supervisory Board. If a member of the Supervisory Board attended less than

half of the meetings of the Supervisory Board during the company’s financial

year, the company’s shareholders should be informed.

2.2.5. When a member of the Supervisory Board is proposed, it should be

made public which members of the Supervisory Board are considered

independent. The Supervisory Board may decide that a certain member,

although meeting the criteria of independence, may not be considered

independent due to special personal or company-related circumstances.

N/A

2.2.6. The amount of remuneration for the members of the Supervisory Board

for their activities and participation in the meetings of the Supervisory Board

should be approved by the GMS of the company.

N/A

2.2.7. The Supervisory Board should evaluate its activities on an annual basis.

It should include an assessment of the structure, organisation and ability of the

Supervisory Board to function as a group, as well as an assessment of the

competence and performance of each member of the Supervisory Board and

an assessment of whether the Supervisory Board has achieved its objectives.

The Supervisory Board should publish, at least annually, relevant information

on its internal structure and operating procedures.

N/A

3. PRINCIPLE: MANAGEMENT BOARD

3.1. FUNCTIONS AND RESPONSIBILITIES OF THE MANAGEMENT BOARD

The Management Board should ensure the implementation of the company’s strategy as well as the proper governance of

the company, taking into account the interests of shareholders, employees and other stakeholder groups.

3.1.1. The Management Board should ensure the implementation of the

company’s strategy, if approved by the Supervisory Board, if any. In cases

where the Supervisory Board is not formed, the Management Board shall also

be responsible for approving the company’s strategy.

Yes

3.1.2. The Management Board, as a collegial management body of the

company, shall perform the functions assigned to it by the Law and the Articles

of Association of the company, and in cases where the company does not have

a Supervisory Board, it shall perform the supervisory functions established by

the Law. In carrying out the functions assigned to it, the Management Board

should take into account the needs of the company, shareholders, employees

and other stakeholders, with a view to achieving sustainable business

development, as appropriate.

Yes

3.1.3. The Management Board should ensure that the laws and internal

policies of the company to which the company or group of companies belongs

are complied with. It should also put in place appropriate risk management and

control measures to ensure regular and direct accountability of managers.

Yes

3.1.4. The Management Board should also ensure that the company

implements measures that are included in the OECD Good Practice Guidelines

on Internal Control, Ethics

and Compliance, t

o ensure compliance with applicable laws, rules and

standards.

Yes

3.1.5. The Management Board should take into account the appropriate

balance of qualifications, experience and competence of the candidate when

appointing the head of the company.

Yes

3.2. FORMATION OF THE MANAGEMENT BOARD

3.2.1. The members of the Management Board elected by the Supervisory

Board or the GMS, in the absence of the Supervisory Board, should collectively

ensure a diversity of qualifications, professional experience and competencies,

as well as gender balance. In order to maintain an appropriate balance

between the qualifications of the members of the Management Board, it should

be ensured that the members of the Management Board as a whole have the

diverse knowledge, opinions and experience to perform their tasks properly.

Yes

3.2.2. The names of candidates for members of the Management Board, their

education, qualifications, professional experience, current position, other

relevant professional responsibilities and potential conflicts of interest should

be disclosed without prejudice to the requirements of the legislation governing

the processing of personal data of the members participating in the

Management Board’s meetings. In the absence of the Supervisory Board, the

Yes

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

information set out in this paragraph should be provided to the GMS. The

Management Board should annually collect the data referred to in this

paragraph about its members and present them in the company’s annual

report.

3.2.3. All new Management Board members should be introduced to the

responsibilities, structure and activities of the company.

Yes

3.2.4. The members of the Management Board should be appointed for a fixed

term, with the possibility of re-election on an individual basis, in order to ensure

the necessary growth of professional experience and a sufficiently frequent

reappointment of their status.

Yes

3.2.5. The Chair of the Management Board should be a person whose current

or former position would not be an obstacle to the impartiality of the activity. In

the absence of a Supervisory Board, the former head of the company should

not be immediately appointed Chair of the Management Board. Where the

company chooses not to follow these recommendations, information should be

provided on the measures taken to ensure operational impartiality.

Yes

3.2.6. Each member should devote sufficient time and attention to the duties

of a member of the Management Board. If a member of the Management Board

attended less than half of the Management Board meetings during the

company’s financial year, the company’

s Supervisory Board should be

informed; if the Supervisory Board is not formed at the company, then the GMS

should be informed.

Yes

3.2.7. If, in the cases prescribed by law, the election of the Management Board

without the formation of the Supervisory Board includes some independent

members, it should be announced which members of the Management Board

are considered independent. The Management Board may decide that a

particular member, although meeting all the independence criteria set out in

the Law, may not be considered independent due to special personal or

company-related circumstances.

Yes

3.2.8. The amount of remuneration for the members of the Management Board

for their activities and participation in the meetings of the Management Board

should be approved by the GMS of the company.

Yes

3.2.9. Management Board members should act honestly, diligently and

responsibly for the benefit of the company and shareholders and represent

their interests, taking into account other stakeholders.

In making their

decisions, they should not pursue personal interests, be subject to non-

compete agreements, and should not prejudice the company’s interest in

accessing business information and opportunities that are relevant to the

company’s operations.

Yes

3.2.10. The Management Board should evaluate its activities on an annual

basis. It should include an assessment of the structure, organisation and ability

of the Management Board to function as a group, as well as an assessment of

the competence and performance of each member of the Management Board

and an assessment of whether the Management Board has achieved its

operational objectives. The Management Board should

at least once a year, without prejudice to the requirements of personal data

processing, make publicly available relevant information on its internal

structure and operating procedures.

Yes

4. PRINCIPLE: RULES OF PROCEDURE OF THE COMPANY’S SUPERVISORY BOARD AND MANAGEMENT BOARD

The procedure of the Supervisory Board, if any, and the Management Board established in the company should ensure the

efficient work and decision-making of these bodies, and promote active cooperation between them.

4.1. The Management Board and the Supervisory Board, if formed, should

work closely together for the benefit of both 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, if necessary, immediately inform the Supervisory Board

of all matters relevant to the company, such as planning, business

development, risk management and control, and compliance with the

company’s obligations. The Management Board should inform the Supervisory

Board of actual deviations from the previously formulated plans and objectives,

stating the reasons.

Yes

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

4.2. It is recommended that the meetings of the Company’s collegial bodies be

held at appropriate intervals according to a pre-approved schedule. It is up to

each company to decide on the frequency of convening meetings of collegial

bodies, but it is recommended that they be held in such a way as to ensure

uninterrupted resolution of essential issues of the company’s management.

Meetings of the company’s collegial bodies should be convened at least once

a quarter.

Yes

4.3. Members of the collegial body should be informed about the convened

meeting in advance so that they have sufficient time to properly prepare for the

discussion of the issues to be discussed at the meeting and to have a

discussion after which decisions can be made. Members of the collegial body

should be provided with all the necessary material related to the agenda of the

meeting together with the notice of the convening of the meeting. The agenda

should not be changed o

r supplemented during the meeting unless all

members of the collegial body participate in the meeting and agree to such

change or addition to the agenda or when issues important to the company

need to be addressed immediately.

Yes

4.4. In order to coordinate the work of the company’s collegial bodies and

ensure an efficient decision-making process, the chairs of the company’s

collegial supervisory and management bodies should coordinate the dates of

their meetings, their agendas, and closely cooperate in resolving other issues

related to the company’s governance. Meetings of the company’s Supervisory

Board should be open to members of the company’s Management Board, in

particular when matters relating to the removal of members of the Management

Board, liability, determination of remuneration, are discussed.

Yes

5. PRINCIPLE: NOMINATION, REMUNERATION AND AUDIT COMMITTEES

5.1. PURPOSE AND FORMATION OF COMMITTEES

The committees set up at the company should increase the efficiency of the Supervisory Board and, in the absence of a

Supervisory Board, the Management Board, ensuring that decisions are taken after due consideration and help organise

work so that decisions are not affected by material conflicts of interest. The committees should act independently and in

principle and make recommendations regarding the decision of the collegial body, but the final decision is made by the

collegial body itself.

5.1.1. Depending on the specific circumstances of the company, the selected

governance structure of the company, the company's Supervisory Board and,

in its absence, the Management Board, which shall perform supervisory

functions and form committees. The collegial body is recommended to form

nomination, remuneration and audit committees.

N/A

5.1.2. Companies may decide to form less than three committees. In this case,

companies should provide an explanation as to why they have chosen the

alternative approach and how their approach meets the objectives set for the

three separate committees.

N/A

5.1.3. In the cases provided for by legal acts, the functions established for the

committees formed in the companies may be performed by the collegial body

itself. In that case, the provisions of this Code relating to committees (in

particular as regards their role, activities and transparency) should apply to the

whole collegial body, where appropriate.

Yes

5.1.4. Committees set up by a collegial body should normally consist of at least

three members. Depending on the requirements of the legislation, committees

may consist of only two members. The members of each committee should be

selected primarily according to their competence, giving priority to independent

members of the collegial body. The Chair of the Management Board should

not be the Chair of the committees.

Yes

5.1.5. The powers of each formed committee should be determined by the

collegial body itself. The committees should perform their duties in accordance

with the established powers and regularly inform the collegial body about their

activities and results. The terms of reference of each committee, defining its

role and setting out its rights and responsibilities, should be published at least

once a year (as part of the company’s annual disclosure of its governance

structure and practices). Companies should also publish their annual report,

without prejudice to the requirements of personal data processing legislation,

the composition of existing committees, the number of meetings and

attendance of members during the previous year, as well as

their main

activities and results.

N/A

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

5.1.6. In order to ensure the independence and objectivity of the committees,

members of the collegial body who are not members of the committee should

normally be entitled to attend the meetings of the committee only upon the

invitation thereof. The committee may invite or request the participation of

certain employees or experts of the company. The chair of each committee

should be able to communicate directly with the shareholders. The cases in

which this should be done should be specified in the rules governing the

committee.

N/A

5.2. NOMINATION COMMITTEE

5.2.1. The main functions of the Nomination Committee should be: (1)

Selecting candidates for vacant positions of members of the supervisory,

management bodies and heads of administration and recommending them to

the collegial body for consideration. The Nomination Committee should assess

the balance of skills, knowledge and experience on the governing body,

develop a description of the functions and competencies required for a specific

position, and estimate the time required to complete the assignment.

N/A

(2) Regularly assessing the structure, size, composition, skills, knowledge and

activities of the supervisory and management

bodies, to provide

recommendations to the collegial body on how to achieve the necessary

changes; (4) Paying due attention to the planning of the going concern.

5.2.2. The head of the company should be consulted on matters of the

members of the collegial body who are related to the company and the heads

of the administration, giving him the right to submit proposals to the Nomination

Committee.

N/A

5.3. REMUNERATION COMMITTEE

5.3.1. The main functions of the Remuneration Committee should be: (1)

Submitting to the collegial body for consideration proposals regarding the

remuneration policy applicable to the members of the supervisory and

management bodies and the heads of the administration. Such policy should

cover all forms of remuneration, including fixed, performance-based

remuneration, financial incentive schemes, pension schemes, severance pay,

as well as conditions that would allow the company to recover or suspend

payments, indicating the circumstances that would make it appropriate to do

so; (2) Submitting proposals to the collegial body regarding the individual

remuneration of the members of the collegial bodies and the heads of the

administration in order for them to comply with the remuneration policy of the

company and the assessment of the activities of these persons; (3) Regularly

reviewing the remuneration policy and its implementation.

N/A

The functions of the

Remuneration Committee

are

performed by the

Management Board

5.4. AUDIT COMMITTEE

5.4.1. The main functions of the Audit Committee are defined in the legal acts

governing the activities of the Audit Committee.

N/A

The functions of the Audit

Committee are performed

by the Management Board

5.4.2. All members of the committee should be provided with detailed

information regarding the specific accounting, financial and operational

features of the company. The company’s management should inform the Audit

Committee about the methods of accounting for significant and unusual

transactions, where accounting may be performed in different ways.

N/A

5.4.3. The Audit Committee should decide whether (if so, when) the Chair of

the Management Board, the CEO of the company, the CFO (or senior staff

responsible for finance and accounting), the internal auditor and the external

auditor should attend its meetings. The Committee should be able to meet with

the persons concerned, if necessary, in the absence of the members of the

management bodies.

N/A

5.4.4. The Audit Committee should be informed of the internal auditors’ work

programme and receive internal audit reports or a periodic summary. The Audit

Committee should also be informed of the work programme of the external

auditors and should receive a report from the audit firm describing all the

relationships between the independent audit firm and the company and its

group.

N/A

5.4.5. The Audit Committee should verify that the company is in compliance

with the applicable provisions governing the possibility for employees to lodge

N/A

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

a complaint or report suspected breaches anonymously, and should ensure

that procedures are in place for a proportionate and independent investigation

and appropriate follow-up of such matters.

5.4.6. The Audit Committee should report to the Supervisory Board, failing

which, to the Management Board, on its activities at least every six months at

the time the annual and half-yearly reports are approved.

N/A

6. PRINCIPLE: AVOIDANCE 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 for disclosing conflicts of interest of members of

the company’s supervisory and management bodies.

A member of the company’s supervisory and management body should avoid

a situation where his or her personal interests do or may conflict with the

interests of the company. If ultimately such situation arises, the member of the

company’s supervisory or management body should, within a reasonable time,

inform the other members of the same body or its electing body or the

company’s shareholders of such conflict of interest, indicating the nature and,

if possible, the value.

Yes

7. PRINCIPLE: COMPANY REMUNERATION POLICY

The remuneration policy established at the company, the procedure for its review and publication should prevent possible

conflicts of interest and abuse in determining the remuneration of members of collegial bodies and heads of administration,

as well as ensure publicity and transparency of the company’s remuneration policy.

7.1. The company should approve and publish its remuneration policy on the

company’s website, which should be reviewed regularly and in line with the

company’s long-term strategy.

Yes

7.2. Remuneration policies should cover all forms of remuneration, including

fixed remuneration, performance-

based remuneration, financial incentive

schemes, pension schemes, severance pay, as well as the conditions under

which a company may recover or suspend payments.

Yes

7.3. In order to avoid potential conflicts of interest, the remuneration policy

should provide that members of collegial bodies performing supervisory

functions should not receive remuneration that depends on the performance of

the company.

Yes

7.4. The remuneration policy should provide sufficient detail about the

severance policy. Severance pay should not exceed a fixed amount or a fixed

number of annual salaries and, in general, should not exceed a portion of the

fixed remuneration for two years or the equivalent amount. Severance pay

should not be paid if the contract is terminated due to poor performance.

N/A

7.5. If the company has a financial instruments incentive scheme, the

remuneration policy should provide sufficient details of the retention of shares

after the granting of the rights. Where the remuneration is based on the

allotment of shares, the right to the shares should not be granted for at least

three years after their allotment. After the granting of the rights, the members

of the collegial bodies and the heads of the administration should retain a

certain number of shares until the end of their term, depending on the need to

cover any expenses related to the acquisition of the shares.

N/A

7.6. The company should publish on the company’s website information on the

implementation of the remuneration policy, which should focus on the

remuneration policy of collegial bodies and executives in the coming financial

years and, where appropriate, in subsequent financial years. It should also

review the implementation of the remuneration policy during the previous

financial year. This type of information should not contain information of

commercial value. Particular attention should be paid to significant changes in

the company’s remuneration policy compared to the previous financial year.

Yes

7.7. It is recommended that the remuneration policy or any material change to

the remuneration policy is included on the agenda of the GMS. Schemes under

which members and employees of a collegial body are remunerated by shares

or share options should be approved by the GMS.

Yes

8. PRINCIPLE: THE ROLE OF STAKEHOLDERS IN THE GOVERNANCE OF THE COMPANY

The corporate governance framework should recognise the rights of stakeholders as enshrined in law or in mutual

agreements, and promote active cooperation between the company and its stakeholders in creating corporate well-being,

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

jobs and financial stability. In the context of this principle, the term stakeholders shall include investors, employees, creditors,

suppliers, customers, the local community, and others with an interest in a particular company.

8.1. The corporate governance framework should ensure that the rights and

legitimate interests of stakeholders are respected.

Yes

8.2. The corporate governance framework should enable stakeholders to

participate in the corporate governance in accordance with the law. Examples

of stakeholder participation in the company’s governance could be the

participation of emplo

yees or their representatives in making important

decisions for the company, consultation with employees or their

representatives on corporate governance and other important issues,

employee participation in corporate governance, and insolvency.

8.3. Where stakeholders are involved in the corporate governance process,

they should have access to the necessary information.

Yes

8.4. Stakeholders should be able to report illegal or unethical practices to the

collegial supervisory body in confidence.

Yes

9. PRINCIPLE: DISCLOSURE

The corporate governance framework should ensure timely and accurate disclosure of information on all material matters of

the company, including the financial condition, operations and governance of the company.

9.1. Without prejudice to the requirements of the company’s confidentiality and

trade secrets, as well as the requirements of the legislation governing the

processing of personal data, the company’s public disclosure should include,

but is not limited to: 9.1.1. the company’s activities and financial results; 9.1.2.

the company’s business objectives and non-

financial information; 9.1.3.

persons who own stock in the company or who directly and/or indirectly control

it, and/or together with related persons, as well as the structure of the group of

companies and their interrelationships, indicating the final beneficiary; 9.1.4.

members of the company’s supervisory and management bodies who are

considered independent, the head of the company, their shares or votes at the

company and participation in the management of other companies, their

competence, remuneration; 9.1.5. reports from existing committees on their

composition, number of meetings and attendance during the previous year, as

well as on their main activities and results; 9.1.6. foreseeable material risk

factors, the company’s risk management and supervision policy; 9.1.7. the

company’s transactions with related parties; 9.1.8. key issues relating to

employees and other stakeholders (such as human resources policy,

employee participation in the company’s governance, promotion of the

company’s shares or stock options, relations with creditors, suppliers, the local

community, etc.); 9.1.9. the governance structure and strategy of the company;

9.1.10. social responsibility policies, anti-corruption initiatives and measures,

important ongoing or planned investment projects. This list is to be considered

as a minimum and companies are encouraged to go beyond the disclosure of

the information contained in this list. This principle of the Code does not release

companies from the obligation to disclose information required by law

Yes

9.2. When disclosing the information specified in Item 9.1.1 of

Recommendation 9.1, it is recommended that the parent company disclose

information on the consolidated results of the entire group of companies.

Yes

9.3. When disclosing the information referred to in Item 9.1.4 of

Recommendation 9.1, it is recommended to provide information on the

professional experience, qualifications and potential conflicts of interest of the

members of the company’s supervisory and management bodies that could

affect their decisions. It is also recommended to disclose the remuneration or

other income received from the company by the members of the company’s

supervisory and management bodies, as detailed in Principle 7.

Yes

9.4. Information should be disclosed in a manner that does not discriminate

against any shareholder or investor in the manner or extent to which it is

obtained. Information should be disclosed to all and at the same time.

Yes

10. PRINCIPLE: SELECTION OF THE AUDIT FIRM FOR THE COMPANY

The mechanism for selecting the company’s audit firm should ensure the independence of the audit firm’s findings and

opinion.

10.1. In order to obtain an objective view of the company’s financial position

and financial performance, the company’s set of annual financial statements

Yes

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

and the financial information provided in the annual report should be audited

by an independent audit firm.

10.2. It is recommended that the candidature of the audit company be

proposed to the GMS by the company’s Supervisory Board or, if it is not formed

at the company, by the company’s Management Board.

Yes

10.3. If the audit firm has received remuneration from the company for non-

audit services provided, the company should disclose this to the public. This

information should also be available to the company’s Supervisory Board or, if

it is not formed in the company, to the company’s Management Board when

considering which audit firm to nominate to the GMS.

Yes

II. ANNEX TO THE ANNUAL REPORT

VIKA complies with Resolution of the Government of the Republic of Lithuania No 1052 of 14 July 2010

“On the Approval of the Guidelines for Ensuring Transparency of Activities of State-Owned Enterprises”

(the “Transparency Guidelines”).

PRINCIPLES/RECOMMENDATIONS

Yes/No/Not

applicable

General requirements

Information on all key matters of the company including its financial position, operations and governance

of the company, must be disclosed in a timely and accurate manner.

Yes

Information should be disclosed in a manner that does not discriminate against any shareholder or

investor in the manner or extent to which it is obtained. Information should be disclosed to all and at the

same time.

Yes

It is recommended that notices of key events be published before or after the trading session of the

Vilnius Stock Exchange so that all shareholders and investors of the company have equal access to

information and can make appropriate investment decisions.

Yes

It is recommended to publish the company’s annual report, a set of financial statements and other

periodic reports prepared by the company on the company’s website, as well as to publish the company’s

notices on material events and changes in the company’s share prices on the stock exchange.

Yes

Ways of disseminating information should ensure that users of information have access to information in

an impartial, timely and inexpensive manner and, where required by law, free of charge. It is

recommended to use information technology to a greater extent, for example, to publish information on

the company’s website. It is recommended to publish the information and place it on the company’s

website not only in Lithuanian, but also in English, and, if possible and necessary, in other languages.

Yes

If the audit firm has received remuneration from the company for non-audit services provided, the

company should disclose this to the shareholders. This information should also be available to the

company’s Supervisory Board or, if it is not formed in the company, to the company’s Management Board

when considering which audit firm to nominate to the GMS.

Yes

The company’s activities and financial results are disclosed.

Yes

The parent company discloses consolidated results.

N/A

Persons who own or control stock in the company shall be disclosed.

Yes

Members of the company’s supervisory and management bodies, the company’s CEO and their

remuneration shall

be disclosed. It is recommended to provide information on the professional

experience, qualifications and potential conflicts of interest of the members of the company’s supervisory

and management bodies that could affect their decisions. It is also recommended to disclose the

remuneration or other income received from the company by the members of the company’s supervisory

and management bodies, the company’s CEO.

Yes

Predictable material risk factors shall be disclosed.

Yes

Transactions between the company and related parties, as well as transactions that are not in the

ordinary course of the company’s operations, shall be disclosed.

Yes

Key issues related to employees and other stakeholders shall be disclosed. Disclosure is recommended

about the relationship between the Company and its stakeholders, such as employees, creditors,

suppliers, the local community, inclu

ding the Company’s human resources policies, employee

participation programmes at the Company, and so on.

Yes

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

The management structure and strategy of the company shall be disclosed.

Yes

Essential information on the management procedures in force at the Company.

Yes

Powers of each committee defining its role and specifying its rights and responsibilities.

N/A

Minutes of the general meeting of shareholders shall be published (in Lithuanian and English and/or other

foreign languages). Not all documents may be made available to the public on the company’s website if

their disclosure could harm the company or reveal the company’s trade secrets.

N/A because

VIKA has a sole

shareholder.

A report on the remuneration policy shall be published

Yes

A report on the company’s compliance with the Corporate Governance Code for companies listed on the

NASDAQ OMX Vilnius shall be published.

Yes

The Transparency Guidelines stipulate that the following information shall be published online:

Company’s goals and objectives set by the Ministry of the Economy and Innovation;

Yes

Financial results;

Yes

Results of operations;

Yes

Current number of employees;

Yes

Annual salary fund;

Yes

Monthly salary of managers and their deputies;

Yes

Purchases and investments completed, in progress and planned during the financial year;

Yes

The Transparency Guidelines stipulate that the following information shall be published online:

The accounts shall be kept in accordance with International Financial Reporting Standards.

Yes

The set of annual financial statements shall be audited in accordance with International Standards on

Auditing.

Yes

The annual report shall be published on the website by 30 April.

Yes

The annual report shall include:

Operational strategy and objectives (financial and non-financial), provided it is not a trade secret of the

state-owned enterprise (if the operational strategy and objectives of the state-owned enterprise contain

information considered to be a trade secret, an abbreviated operational strategy and objectives without

this information shall be provided);

Yes

Compliance of the achieved results with the objectives of the state-owned enterprise;

Yes

The main events that have a significant impact on the activities of the SOE that occurred during the

reporting period;

Yes

Information on the market of the provided services or products, if it is not a trade secret;

Yes

Major customers and their main groups if it is a trade secret. If state-owned enterprises disclose segment

information, major customers shall be presented on a segment-by-segment basis;

Yes

Investments during the reporting period, major ongoing or planned investment projects;

Yes

Total annual wage fund, average monthly salary by current position and/or unit;

Yes

Social and environmental initiatives and policies are implemented;

N/A

Information on compliance with the Transparency Guidelines: how they are implemented, which

provisions are not complied with and why;

Yes

Key financial indicators describing the operations (profitability, liquidity, efficiency of asset use), their

dynamics during 3 years;

Published since

the establishment

of the Company

Governing bodies;

Valstybės Investicinis Kapitalas UAB, registered company No: UAB, 305611945

Gedimino pr. 38, LT-01104 Vilnius, Republic of Lithuania

Financial statements for the year ended on 31 December 2022

(All amounts in EUR unless stated otherwise)

Information on the audit of the annual financial statements (the entity that performed the audit,

remuneration for the audit); other important information that has become known before the date of

publication of the annual report and that affects the activities of the state-owned enterprise;

Yes

Information and reports that must be disclosed by the listed companies in accordance with the Law on

Financial Reporting of the Republic of Lithuania and the Corporate Governance Code for Listed

Companies of NASDAQ OMX Vilnius in their annual report;

Yes

Dividend policy;

N/A

Information on the implementation of the operational strategy and objectives (financial and non-financial).

Yes

Information on the performance of special obligations and the findings of the independent auditor of the

annual financial statements shall be published on the website by 30 April.

N/A

The following shall be submitted to the Ministry of the Economy and Innovation together with the annual

report:

Information on the salaries of their executives for the previous year

Performance indicators used to determine the variable part of the monthly salary of managers,

performance of these indicators, variable part of the monthly salary determined for managers (in euros

and as a percentage of fixed monthly salary of managers) and variable part of paid monthly salary (in

euros and as a percentage of fixed monthly salary of managers).

Yes

Interim report

Category I or II state-owned companies shall prepare a 6-month interim report, which is posted on the

website by 31 August. The interim report shall summarise the most important information about the

indicators describing the activities of the state-owned company and their changes compared to previous

periods.

Yes

Interim financial statements for 6 months shall be prepared and will be published online by 31 August.

Yes