Frigoglass I C : Annual Financial Report 2022

FRIGOGLASS S.A.I.C.

Annual Financial Report 2022

This document has been translated from the original version in Greek.

In the event that differences exist between this translation and the original Greek text , the document in the Greek language will prevail over this document.

FRIGOGLASS S.A.I.C.

Commercial Refrigerators

15, A. Metaxa Street

GR-145 64 Kifissia

Athens - Greece

General Commercial Registry:1351401000

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FRIGOGLASS S.A.I.C.

Commercial Refrigerators

Annual Financial Report for the period 1 January to 31 December 2022

It is confirmed that the present Annual Financial Report (pages 3 - 188) is prepared in accordance with article 4 of Law 3556/2007 and decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission, Law 4548/2018 and was approved by the Board of Directors of "FRIGOGLASS S.A.I.C." on 28 April 2023.

The present Annual Financial Report is available on the corporate website www.frigoglass.comused by the company. The Financial Statements and the Auditors' Reports for the subsidiaries which are consolidated, and they are not listed (in accordance with Capital Markets Board of Director's Decision 8/754/14.04.2016) can be found on the following link: https://www.frigoglass.com/financial-results/

TABLE OF CONTENTS

It is asserted that for the preparation of the Financial Statements the following individuals are responsible:

The Head of Financial Controlling

Vasileios Stergiou

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STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS

In accordance with article 4, par. 2 of Law 3556/2007, we confirm that to the best of our knowledge:

1. the Annual Financial Statements of the Company and the Group of FRIGOGLASS S.A.I.C. for the year 01.01.2022 - 31.12.2022, which were compiled according to the standing accounting standards, describe in a truthful way the assets and the liabilities, the equity and the results of FRIGOGLASS S.A.I.C, as well as the subsidiary companies which are included in the consolidation as a whole.
2. the enclosed Board of Directors' report presents in a true manner the development, performance and financial position of FRIGOGLASS S.A.I.C. as well as of the companies included in the consolidated financial statements taken as a whole, including the description of the principal risks and uncertainties that they are facing.

Kifissia, April 28, 2023

The Chairman of the Board of Directors

Haralambos David

The Managing Director

Nikolaos Mamoulis

The Member of the Board of Directors

George Pavlos Leventis

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BOARD OF DIRECTORS REPORT

Concerning the Annual Financial Report

for the period 1st January - 31st December 2022

Kifissia, 28 April 2023

Dear Shareholders,

According to Law 4548/2018, Law 3556/2007 and the implementing decisions of the Hellenic Capital Market Commission, we are submitting the present annual report of the Board of Directors referring to the consolidated and the parent company financial data of FRIGOGLASS S.A.I.C. for the fiscal year ended on 31

December 2022.

1. Introduction - relating to the Group as it was prior to the Transaction (as described in Note 26)

Frigoglass (the "Group") is a leading international producer of Ice‐Cold Merchandisers (ICMs) and a leading supplier of high-quality glass containers and complementary packaging products in West Africa. We are a strategic partner of the global beverage brands throughout the world, including Coca‐Cola, Pepsi, AB InBev, Diageo and Heineken. Through our close collaboration with and proximity to our customers, we help them realize their strategic merchandizing plans, from conception and development of new, customized ICMs and glass packaging solutions, to a full portfolio of after‐sales customer service for their cold‐drink equipment.

In ICM Operations, we manufacture and sell ICMs and provide integrated after‐sales customer service for our products and a range of cold‐drink equipment through the unique and innovative platform ''Frigoserve''. Our ICMs are strategic merchandizing tools for our customers, serving not only to chill their products, but also as a retail space that encourages immediate consumption of our customers' products, enhance their brands, enabling increased market penetration and driving their profitability. Our five production facilities are strategically located in Romania (operational from March 2023), Russia, India, Indonesia and South Africa, serving different markets primarily based on their location, import restrictions and cost of transportation.

In Glass Operations, we manufacture and sell glass containers, plastic crates and metal crowns. Our products include a broad range of glass bottles and other containers in a variety of shapes, sizes, colors and weights to offer solutions to a wide range of customers operating in the soft drinks, beer, food, spirits, cosmetics and pharmaceutical industries. We currently operate two glass plants, two plastic crates facilities for returnable glass bottles and one metal crowns plant.

1. Financial and Business Review

Discontinued Operations (as described in Note 33)

In 2022, Group's sales from discontinued operations increased by 23.2% y-o-y to €473.3 million. Sales in the Commercial Refrigeration business grew by 11.1% y-o-y, driven by pricing initiatives earlier in the year and increased demand in Asia, Africa and West Europe. This performance was achieved despite the significantly lower orders in Russia and Ukraine due to the ongoing conflict. Sales in Asia were up 66.1% y-o-y, driven by strong demand in India and market share gains in central Asia. Growth momentum continued in Africa, with sales growing by 32.7% y-o-y following increased orders in South Africa, Nigeria and other east African countries, as well as price initiatives. We saw a good recovery in West Europe, with sales up 16.8%, driven by increased beverage consumption in the on-trade channels. Eastern European sales declined by 13.7% y-o-y, reflecting significantly lower orders in Russia and Ukraine. Sales in Russia and Ukraine declined jointly by 31% y-o-y, whereas excluding those two countries sales grew by 2% y-o-y. For the period ended December 31, 2022, the Russian and Ukrainian markets accounted for 8.9% and 0.6% of Group's sales. In the Glass

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Operations, growth momentum remained strong throughout the year, with sales increasing by 55.1% to €164.0 million. This performance was driven by increased demand across all operations, coupled with price adjustments.

Group's Adjusted EBITDA from discontinued operations declined by 10.7% y-o-y to €44.8 million, with the respective margin tightening by 3.6 percentage points to 9.5%. Adjusted EBITDA in the Commercial Refrigeration business declined by 64.1% to €7.7 million, driven by increased raw materials cost, higher transportation costs mainly from finished goods transfers from Russia, increased idle cost and a less favorable geographical sales mix. Lower productivity in Romania and Russia following production disruptions and lower cost absorption in Romania due to limitations of the assembly line also weighed on Adjusted EBITDA. These factors outpaced the benefits of volume leverage, price adjustments and lower discounts. Adjusted EBITDA has been aided by €13.9 million related to the Business Interruption claim. Adjusted EBITDA in the Glass business increased by 29.2% to €37.1 million, with respective margin declining by 4.5 percentage points to 22.7%. The margin decline reflects increased production cost and a less favorable energy sourcing mix due to gas outages in one of our plants, outpacing the benefits of volume leverage and pricing.

Continuing Operations

In 2022, Group's Adjusted EBITDA from continuing operations was negative €1.1 million, compared to a negative Adjusted EBITDA of €1.0 million in last year, driven by increased administrative expenses.

Regarding the Transaction and the Hive-Down completed after the balance sheet date, refer to Section 6 "Events after Balance Sheet Date and Other Information".

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