JOINT STOCK COMPANY

AMBER LATVIJAS BALZAMS

CORPORATE GOVERNANCE STATEMENT

FOR YEAR 2022

RIGA, 2023

CONTENTS

I PREPARATION OF THE STATEMENT

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II PRINCIPLES OF GOOD CORPORATE GOVERNANCE

4

STRATEGY OF THE COMPANY

4

INTERNAL CULTURE AND ETHICAL CONDUCT

4

INTERNAL CONTROL SYSTEM, RISK MANAGEMENT AND INTERNAL AUDIT

5

ELECTION OF MEMBERS OF THE SUPERVISORY BOARD

7

PRINCIPLE FOR DETERMINATION OF REMUNERATION OF THE SUPERVISORY

COUNCIL AND MANAGEMENT BOARD

8

PREVENTION OF THE CONFLICT OF INTEREST

10

MEETING OF SHAREHOLDERS

11

TRANSPARENCY OF THE OPERATION OF THE COMPANY

13

Annex No.1: INFORMATION TO BE PUBLISHED ON THE WEBSITE OF THE COMPANY..14

Annex No.2: THE MOST IMPORTANT POLICIES OF THE COMPANY

16

2

I PREPARATION OF THE STATEMENT

LEGAL BASIS

The Corporate Governance Statement for 2022 (hereinafter referred to as - the Report) of the joint stock company Amber Latvijas balzams (hereinafter referred to as - the Company or ALB) is prepared upon fulfilling the requirements of Section 56.2 of Financial Instrument Market Lawand on the basis of the Corporate Governance Code, issued by the Advisory Corporate Governance Council of the Ministry of Justice of the Republic of Latvia, developed in 2020. The Corporate Governance Code is available on the website of the Ministry of Justice of the Republic of Latvia www.tm.gov.lv.

The Statement on 2022 is prepared by the Management Board of the joint stock company Amber Latvijas balzams (hereinafter referred to as - the Board). The Statement is submitted to Nasdaq Riga together with the audited Annual Report of 2022, as well as is submitted on the website of the Company www.amberlb.lvin sub-section'Corporate Governance' along with other reports.

MANAGEMENT REPORT

Constant growth and financial indicators of JSC Amber Latvijas balzams confirm that its corporate governance is effective and achieves the targets proposed. The Management Board of the JSC Amber Latvijas balzams has assessed the compliance of the capital company with the principles set forth in the Corporate Governance Code. Having assessed the governance system of the joint stock company as well as adherence of principles in 2022, the Management Board considers that in 2022 the JSC Amber Latvijas balzams has complied with the majority of the principles of corporate governance, as well as explains the reasons in the case if any of the principles is not complied with or is complied with partially.

Corporate Governance Statement of the JSC Amber Latvijas balzams for 2022 has been approved by the Management Board in Riga, on 28April 2023.

The Management Board of the JSC Amber Latvijas balzams

____________________

____________________

Intars Geidāns

Guntars Betlers

Chairman of the

Member of the Management

Management Board

Board

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  1. PRINCIPLES OF GOOD CORPORATE GOVERNANCE

STRATEGY OF THE COMPANY

Strategy of the Company is a significant tool by which targets of the company as well as progress to long-term success and value increase is determined.

Principle No.1

The Company has established current strategy, determining corporate targets and progress to the long-term value increase.

Criteria:

  1. The company has current strategy, the draft of which is developed by the Board.
  2. The Supervisory Council is involved in the development process of the strategy and approves the strategy during the meeting of the Supervisory Council.
  3. The Supervisory Council monitors the implementation of the strategy.
  4. The Management Board of the Company implements the strategy and regularly reports to the Supervisory Council on the course of implementation thereof.

ALB partially complies with the principle, because the Supervisory Council is involved in the development process of the strategy, however, so far, a separate meeting of the Supervisory Council has not taken place, during which the strategy of the Company would also be approved. Current strategy is provided for the time period

from 2021 - 2025.

INTERNAL CULTURE AND ETHICAL CONDUCT

The core principles of the internal culture and ethical conduct of the Company and values that they are based on are preconditions for successful long-term development of the Company.

Principle No.2

The Company develops the Code of Internal Culture and Ethical Conduct, which shall serve as a standard of conduct for management and employees of the Company.

Criteria:

  1. The Supervisory Council defines core values of the Company.
  2. The Code of Internal Culture and Ethical Conduct is prepared by the Management Board and approved by the Supervisory Council.
  3. The Management Board ensures compliance with the Code of Internal Culture and Ethical Conduct during daily activities of the Company and responds in case of establishment of a violation of the Code of Ethical Conduct.

ALB partially ensures the compliance with this principle. The Company operates in accordance with several internal policies and procedures: Corporate Social Responsibility Policy, Corporate Procurement Procedure, Collective Employment Agreement, Quality Management Manual, Code of Ethical Marketing Communication, Anti-Corruption Policy, Date Protection Policy, Risk Management, Remote Work

Policy and other internal documents.

The Company has defined its mission, vision and basic values. The mission of ALB is: "Deliver excellence whatever we do." Vision of ALB is "The leader in beverages producer and exporter in Baltic States with well-recognizedbrands and the most professional team". Core values of ALB are: Tenacity, Entrepreneurship, Fun, Excellence, Speed, Teamwork.

4

INTERNAL CONTROL SYSTEM, RISK MANAGEMENT AND INTERNAL AUDIT

The purpose of the internal control system is to provide effective, sustainable and successful operation of the company, truth and compliance of the provided information with the relevant regulatory enactments and principles of operation.

The purpose of the risk management is to identify, assess, manage and control potential events or situations, in order to ensure assurance on the achievement of the strategical targets of the company.

The internal audit helps the company to achieve its objectives, implementing systematic processes, in order to assess and improve the efficiency of risk management, internal control and governance processes.

Principle No.3

The Company has internal control system, the efficiency of which is supervised by the Supervisory Council.

Criteria:

  1. The Company has documented internal control system, the establishment of which is under the responsibility of the Management Board.
  2. The internal audit conducts the efficiency assessment of the internal control system at least once per year, considering the pre-defined criteria, and reports the results of the assessment to the Supervisory Council.
  3. The Supervisory Council evaluates the assessment provided on the efficiency of the internal control system at least once a year.

ALB complies with this principle. The internal control processes of the Company are determined by several internal documents, including Quality Management Manual, Production Self-Control System in accordance with the HACCP principles, Financial Management Manual and other; as well as the Company adheres to the control

mechanisms and processes determined by the Amber Beverage Group.

Principle No.4

The Company identifies, assesses and supervises the risks related to its operation.

Criteria:

  1. The Risk Management Policy of the Company is developed by the Management Board and approved by the Supervisory Council.
  2. On the basis of the assessment of identified risks, the Management Board implements the risk management measures.
  3. At least once a year the Supervisory Council reviews the management reports on risk management measures and implementation of the risk management policy.

ALB complies with this principle. Jointly working with the Supervisory Council of ALB, the Company has developed the Risk Management Policy that is used by the Company in order to implement risk management measures.

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Disclaimer

Amber Latvijas Balzams AS published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 May 2023 10:32:08 UTC.