EnergyO Invest : EOS Invest's Annual Report 2023

A N N U A L R E P O R T

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List of contents

Board of Directors' report	3
Consolidated Financial Statements	7
Company Financial Statements	11
Notes to the financial statements	16
Signature by the Board of Directors	44
Auditor´s report	45
Board of Directors and Management	47
EOS share	50
Definitions	52
Financial Calendar	53
Contacts	53

Note:

"EOS AB" or "the Company" refers to EnergyO Solutions Invest AB,

the parent company. "EOS Ltd" refers to EnergyO Solutions Invest (Cyprus) Limited, the subsidiary of EOS AB. "EOS Invest" or "the Group" refers to EOS AB and EOS Ltd.

All photos in this publication are for decorative purposes only.

Board of Directors´ report

The board of directors and CEO hereby submit this annual report and consolidated annual accounts for the financial year 2023 for EnergyO Solutions Invest AB (publ), corporate identity number 556694-7684.

"EOS AB" or "the Company" refers to EnergyO Solutions Invest AB, the parent company. "EOS Ltd" refers to EnergyO Solutions Invest (Cyprus) Limited, the subsidiary of EOS AB. "EOS Invest" or "the Group" refers to all companies to which EOS AB is parent company.

EOS Invest

EOS Invest was founded in April 2007 in order to capitalize on investment opportunities arising as a result of the deregulation, restructuring and privatization of the Russian electricity industry. A comprehensive reform program is gradually being implemented, affecting all elements of the sector: structure, ownership and electricity pricing. The reason for the reform is the considerable investment need that has emerged as a result of rapidly increasing electricity demand. EOS Invest utilises the expertise, experience and network that the founders possess to identify investment opportunities within the power sector.

Group structure

EOS AB is the Group's parent company and is headquartered in Stockholm, Sweden. The board of EOS AB consists of three members. The CEO is based at the headquarters of EOS Invest. The CEO is also the acting CFO of the Group as of November 25th 2009 and also serves as Head of Risk and Compliance since January 1st 2014.

EOS Ltd is a subsidiary of EOS AB and is located in Limassol, Cyprus. The Board of Directors of EOS Ltd consists of five members. EOS Invest's trader is based on Cyprus.

Operations began on April 17, 2007 and EOS AB was listed on the First North marketplace, part of Nasdaq First North Growth Market Stockholm (Nasdaq FNGM) on June 25, 2007.

The shares in the company are issued and traded in SEK and the Group investments are in USD.

The company's shares have been delisted from the Nasdaq First North Growth Market since October 12, 2023. The reason is the uncertainty surrounding the valuation of the group's holdings of Russian listed assets. Russia's invasion of Ukraine in February 2022 has worsened not only the valuation of the parent company's assets but also its

operating environment.

Reasons to delist

In line with the Company's stated investment objective of capitalizing on the restructuring, deregulation and privatization of the Russian electricity sector, almost all the company's assets are shares in Russian power utilities which are held by the Company's Cypriot subsidiary, EOS Invest Limited, and traded on the Moscow Exchange. Since both the Company and EOS Invest Limited are domiciled in EU Member States, it is subject both to the various relevant sanctions imposed on Russia by the EU in response to the invasion of Ukraine and the counter-measures taken by the Russian authorities. The result of all these measures is to prohibit entities domiciled in the EU (or other states that have sanctioned Russia) from repatriating the proceeds

of any sales of shares in Moscow-listed Russian company shares which they own or of the dividends paid out to them as owners of such shares. It was in these circumstances that Nasdaq decided in March 2022 to suspend trading in the Company's shares.

For the past year, therefore, the Company's shareholders have no longer had the benefits of the exchange listing while continuing to bear the costs of this listing. The Board has determined that it would be prudent to assume that the circumstances causing this situation - Russia's war in Ukraine and the associated sanctions and counter-sanctions - will persist for an indefinite period.

This decision is also part of a broader set of measures planned by the Board with the aim of improving the Com- pany's chances of recovering shareholder value in the future. These broader measures have two main components.

1.Radical cost savings made necessary by the impossibility of predicting when the Company will regain access to the dividend income from its underlying shareholdings in Russian companies. In the meantime, what hitherto unspent dividend income received before 2022 remains the only material source of funding for the Company's operating expenses.

2.Considering options for restructuring the Company in a way designed to reduce the period in which it remains unable either to gain access to that dividend income or to realise its underlying shares and distribute the proceeds to shareholders.

In the course of implementing this restructuring and recovery plan, the Board intends to investigate arrangements and procedures that might best facilitate trading in the Com-

3	EOS Invest | Annual report 2023

pany's shares in the future. The options here will depend on further developments in the operating environment.

The plan to apply to de-list the Company's shares is essential for both parts of this plan.

This de-listing decision will not adversely affect any of the rights of the Company's shareholders defined in the Com- pany's Articles of Association. This applies in particular to possible further restructuring steps that may require the authorization of the Company's shareholders.

The board position regarding the valuation of EOS assets listed on MOEX

Due to the uncertainty arising from the developments explained above, EOS Invest has decided to value its portfolio holdings at 25% of the value observed on MOEX as of the balance sheet date. Furthermore, EOS Invest has decide not

to report any dividend claims until further notice.

Operational structure and management

The board of EOS AB is responsible for the group's overall guidelines, strategies and operational policies and the management team of EOS Invest has overall responsibility for ongoing operations, financial control, performance, monitoring and information issues. As of 2014, the management team consists of the CEO only.

EOS AB raises capital for EOS Invest and also provides the Group with corporate and administrative functions such as financial reporting, marketing and investor relations.

The Board of EOS AB sets the scope for investments and leveraging for EOS Invest.

EOS Ltd makes all investment decisions within the framework set by the parent company. All investments are conducted entirely by the subsidiary, which holds the complete investment portfolio of EOS Invest.

EOS Invest's financial performance

EOS Invest recorded a net profit from investing activities of SEK 63.4 million (-495.5) for the full year. Operating expenses amounted to SEK -7.7 million (-44.6) for the full year.

Net financial items amounted to SEK 0.1 million (-0.6) for the full year.

The net profit for EOS was SEK 55.8 million (-540.8) for the full year. Net profit per share was SEK1.89 (-16.54).

EOS Invest's net asset value at December 31, 2023 was SEK 178.8 million (131.0). The net asset value was positively impacted by the positive result for the year and negatively

impacted by the exchange rate effect for the year. The accumulated exchange rate translation differences of SEK -109(-101).

EOS AB

The parent company's income for the period amounted to SEK 4.4 million (6.7) Operating expenses amounted to SEK -6.1 million (-40.7) for the period. Net financial items amounted to SEK 49.5 million (-420.5) for the period of which 49.5 (-420.0) is a write-up of shares in group com- panies. The net profit for the period was SEK 47.7 million (-454.6).

The total number of shares outstanding at December 31st, 2023 was 29,548,954 (29,548,954).

Significant events during 2023 and after the reporting period

April 2023

EOS AB announces its intention to apply for a delisting from trading on First North Growth Market.

October 2023

The company applies for, and is allowed to, delsit its shares from trading on Nasdaq First North Growth Market.

Subsequent events

18 April 2024

The Administrative Court ruled in favour of the tax authorities decision to levy a tax on EOS income tax declarations for 2018 and 2020. EOS will challenge this decision in the Court of Appeals.

Shareholder structure

At the end of 2023, EOS AB had 29,548,954 shares outstanding. The majority of EOS AB´s shares are held by institutional investors and a large proportion of the shares are owned by individuals or legal entities domiciled outside of Sweden. Shareholders holding more than 10% was Euroclear (37.2%) and BNY Mellon NA (11%).

Risk and risk management

The Board of Directors of EOS AB is ultimately responsible for the management of risks to which EOS Invest is exposed. EOS Invest's investment strategy is implemented by EOS Ltd, based on Cyprus, through which our investments are made and owned. EOS Ltd makes all investment decisions within the framework set by the parent company. This means that the board of EOS Ltd, based on recommendations from an external adviser, makes decisions about the sale and purchase of Russian shares within the electricity

EOS Russia | Annual report 2023

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sector. The execution of decisions made by the board of EOS Ltd is carried out by the trader or either a director or employee, on the mandate of the board of EOS Ltd.

EOS Invest has assessed its risk exposure with the objective to identify key risks.

The major risks were defined to be financial risk and country and sector-specific risk. The financial risk includes price risks, interest rate risk, liquidity risk and credit risk.

Through the chosen investment strategy, EOS Invest has a high exposure to country-specific risk factors for Russia, such as political, economic and legal risks. In addition, EOS Invest is highly exposed to risks associated with investing in the Russian electricity sector. While these risks are high for EOS Invest, they are also part of its business concept.

EOS Invest depends on the continued services and performance of our founders, management and key personnel, either through employment or the management contract. Through its operations, the Group is exposed to various types of financial risks, which are assessed and monitored by EOS Invest on a daily basis, see Note 18. Price risk is the risk that the fair value of or future cash flow from a financial

instrument will vary due to changes in market prices. In EOS Invest's operations, share price risk (other price risk) and exchange rate risk are the most important price risks.

Share price risk is the risk that the fair value of our future cash flows from a share will vary due to changes in market prices. Share price risk is a central risk in the Group's opera- tions, since these consist of making investments in various forms of shares and share-based derivatives in the Russian stock market, with a specific focus on the Russian electricity sector. Share prices of shares held in the portfolio will fluctuate. This risk is part of EOS Invest's business concept and will generally not be hedged.

Exchange rate risk is the risk that exchange rate fluctuations may have a negative impact on our statement of comprehensive income, statement of financial position and/or cash-flow.

EOS Invest's exchange rate risks largely derive from translation exposure that arises from recalculation of a foreign subsidiary's assets and liabilities (USD) to EOS AB's functional currency (SEK), known as recalculation exposure. EOS Invest also has certain exposure to the Russian ruble (RUB), in respect of those shares whose underlying price is RUB but are priced and traded in USD. Translation-related exposure is not hedged.

Interest rate risk is the risk that the fair value or future cash flows from a financial instrument will vary due to changes in market interest rates, and for EOS Invest's opera- tions, the interest rate risk arises when surplus liquidity is invested temporarily in interest-bearing securities. Interest rate risk also arises when EOS Invest finances operations by leveraging the stock portfolio. These interest rate risks have

generally been low, because the holding period has generally been short in respect of investments in interest-bearing securities and has been very short in respect of temporary leveraging of the stock portfolio.

Liquidity risk is the risk that EOS Invest will be affected negatively by inefficient handling and control of cash and payment flows, in part because investments can only be converted to liquid funds with a certain loss of value or time. Recently introduced restrictions on the ability of foreign investors to bring cash out of Russia also mean that EOS Invest's ability to finance the operation of its operations becomes more difficult. The need for liquidity over time is estimated to be approximately SEK 0.6 million per month at current cost levels and available cash and cash equivalents at the time of the report is approximately SEK

10 million. Group management believes that EOS Invest has sufficient cash and cash equivalents for current needs and gives the Group time to wait for easing of capital restrictions for foreign investors on the Russian stock exchange. Rising inflation and non-recurring costs of a non-recurring nature may increase the need for liquidity. Group manage- ment's view is that EOS Invest has sufficient liquidity for current requirements.

Credit risk is the risk that a party to a financial instrument cannot fulfill an obligation and thereby causes a financial loss for the counterparty. Credit risk can arise if EOS Invest enters into derivative agreements, and in certain cases, if EOS Invest invests temporary liquidity surpluses in interest-bearing securities. In EOS AB, credit risks mainly arise in connection with short-term lending to the subsidiary and with other current receivables from subsidiaries.

Investment portfolio in securities

During 2007 and 2008, EOS Invest raised a total of SEK 4,841 million in several placements in kind and cash. Almost all investments were placed in UES (Unified Energy Systems) ahead of the company's break-up on July 1st 2008.

In July and August 2008, EOS received it's pro-rata stakes in the by then liquidated UES. The portfolio divided by sub- sector consisted of approx. 65% in generating assets (OGKs, TGKs and hydro), 14% in distribution assets (MRSKs), 16% in transmission (FGC) assets and 5% in intergrated (IRAO) and other.

The portfolio has since been gradually reweighted towards the sector that, according to the view of EOS Invest, for the moment is offering the most attractive relative value within the sector. As of December 31st 2023 the portfolio consisted of mainly distribution, see note 19.

5	EOS Russia | Annual report 2023

Dividends

According to EOS AB's Balance Sheet, the following amount is available for distribution (TSEK):

Share premium reserve	4,268,361
Retained earnings	-4,179,691
Net loss for the year	47,744
Total	136,414

The Board of Directors of EOS AB propose that these earnings be distributed as follows (TSEK):

Dividends paid to shareholders	0
To be carried forward	136,414
Total	136,414

6	EOS Russia | Annual report 2023

January 1 - December 31

In thousands of SEK	Note	2023	2022
Net change in fair value of securities		63,413	-495,543
Dividends		-	-
Other income		-	-
Net profit/loss - Investing activities	2	63,413	-495,543
Employee benefit expenses	4	-1,656	-5,223
Depreciation of property, plant and equipment	11	-344	-389
Other expenses	5,6,7	-5,674	-38,976
Result from operating activities		55,739	-44,588
Finance income	8	240	100
Finance expenses	8	-137	-729
Profit or loss before income tax		55,842	-540,759
Income tax expense	9	-	-
Profit or loss		55,842	-540,759
Other comprehensive income
Items that have been or may be recycled to profit/loss
Translation differences*		-8,108	86,270
Total other comprehensive income		-8,108	86,270
Total comprehensive income*		47,733	-454,489
Attributable to equity holders of the company
Profit or loss		55,842	-540,759
Total comprehensive income*		47,733	-454,489
Earnings per share	10
basic (SEK)		1,89	-16.54
diluted (SEK)		1,89	-16.54

EOS Russia | Annual report 2023

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Consolidated Statement of Financial Position

As at December 31

In thousands of SEK	Note	2023	2022
Assets
Property, plant and equipment	11	1,790	3,527
Lease agreements		385	605
Total non-current assets		2,174	4,132
Income tax receivables		279	237
Prepaid expenses and accrued income	12	1,758	930
Other receivables	13	6,753	7,045
Shares and participations	14	194,067	138,343
Cash and cash equivalents	22	11,320	16,762
Total current assets		214,177	163,318
Total assets		216,351	167,449
Equity	15
Share capital		42,363	42,363
Other contributed equity		4,268,873	4,268,873
Translation reserve		-108,994	-100,886
Retained earnings		-4,023,489	-4,079,331
Equity attributable to equity holders of EOS AB		178,753	131,019
Total equity		178,753	131,019
Liabilities
Lease agreements		398	618
Trade and other payables		2,519	397
Other liabilities	17	31,963	31,998
Accrued expenses and deferred income	18	2,718	3,418
Total current liabilities		37,598	36,430
Total liabilities		37,598	36,430
Total equity and liabilities		216,351	167,449

8	EOS Russia | Annual report 2023

Consolidated Statement of Changes in Equity

In thousands of SEK	Note
Balance January 1 2023	15
Profit or loss
Other comprehensive income
Total comprehensive income
Balance at December 31 2023

In thousands of SEK	Note
Balance January 1 2022	15
Profit or loss
Other comprehensive income

Total comprehensive income

Share redemption

Bonus issue

Result from synthetic share buybacks

Balance at December 31 2022

Attributable to equity holders of the Company

Share	Other	Translation	Retained	Total equity
capital	contributed	reserve	earnings
	equity
42,363	4,268,873	-100,886	-4,079,331	131,019
-	-	-	55,842	55,842
-	-	-8,108	-	-8,108
0	0	-8,108	55,842	47,733
42,363	4,268,873	-108,995	-4,023,489	178,753

Attributable to equity holders of the Company

Share	Other	Translation	Retained	Total equity
capital	contributed	reserve	earnings
	equity
42,363	4,328,666	-187,156	-3,533,557	650,315
-	-	-	-540,759	-540,759
-	-	86,270	-	86,270
0	0	86,270	-540,759	-454,489
-4,889	-54,904	-	-	-59,794
4,889	-4,889	-	-	0
-	-	-	-5,014	-5,014
42,363	4,268,873	-100,886	-4,079,331	131,019

EOS Russia | Annual report 2023

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Consolidated Statement of Cash Flows

January 1 - December 31

In thousands of SEK	Note	2023	2022
		22
Cash flows from operating activities
Profit or loss before income tax		55,842	-540,759
Adjustments for:
Net change in fair value of securities	2	-63,482	493,196
	Depreciation		151	214
	Other		-614	132
Income tax paid		0	0
Net cash from operating activities before
changes in working capital		-8,103	-47,217
Cash flow from changes in working capital
Increase (-)/Decrease (+) in operating receivables		81,776	31,551
Increase (+)/Decrease (-) in operating liabilities		-81,397	-1,586
Net cash from operating activities		-7,724	-17,253
Cash flows from investing activities
Acquisition of shares and participations	14	-	-10,078
Proceeds from sale of investments		-	10,361
Acquisition of property, plant and equipment		-5	-
Proceeds from sale of property, plant and equipment		2,287	-
Net cash from investing activities		2,281	283
Cash flows from financing activities
Share redemption	15	-	-59,793
Net cash from financing activities		0	-59,793
Net increase in cash and cash equivalents		-5,442	-76,759
Cash and cash equivalents at January 1		16,762	93,521
Cash and cash equivalent at December 31		11,320	16,762

10	EOS Russia | Annual report 2023