EEII : Last Financial Report

Annual Report 2022

2	Annual Report 2022

Contents

Letter to the Shareholders	03
Portfolio Description	04
Corporate Governance	05
Annual Report	12
Determination of the Net Asset Value	13
IFRS Financial Statements	14
IFRS Statement of Financial Position	14
IFRS Statement of Income	15
IFRS Statement of Comprehensive Income	15
IFRS Cash Flow Statement	16
IFRS Statement of Changes in Equity	17
Notes to the IFRS Financial Statements	18
Report of the Auditors	32
Statutory Management Report	34
Statutory Financial Statements	35
Statement of Financial Position	35
Statement of Income	36
Cash Flow Statement	37
Notes to the Financial Statements	38
Report of the Statutory Auditor	40
Organization, Related Parties, Management,
Advisor and Address	42

Letter to the Shareholders 3

Dear Shareholders

2022 was a critical year for EEII AG. The war against Ukraine that the government of the Russian Federation started on February 24, 2022, and the subsequent sanctions of the Western world against Russia, coupled with the countersanctions of Russia against international investors, has impacted EEII's business case at its core.

The last position held by the Company in its investment portfolio, the Gazprom ADRs that had been held by the Company on a long term basis for many years, were substantially affected by the political developments. The ADR programme was terminated and for each ADR EEII received 2 shares of the Moscow Stock Exchange listed PJSC Gazprom (ticker symbol: GAZP) instead. The shares trade daily in Russian Rubles (RUB), however, it has become more and more evident that the Company's position in the PJSC Gazprom shares might not be or not fully be accessible to the Company (for transfer to a third party or for the receipt of dividends). As a result, and despite supportive long term fundamentals for Gazprom implying a very substantial inner value, the Board of Directors took the decision to write off 99 % of the value of the PJSC Gazprom shares (based on the share price quoted on the

Moscow Stock Exchange), resulting in a net loss of CHF 6,582 mln for 2022 (2021: profit 2,384 mln) with a net asset value (NAV) as of December 31st, 2022, amounting to CHF 0.31 per share (December 31st, 2021: CHF 4.62).

Going forward, the Board of Directors has been able to identify a new anchor shareholder for EEII AG, and Gehold SA subsequently sold its majority equity stake to SEBRINA HOLDING SUISSE SA as of December 22nd, 2022. The transaction was completed after the reporting date; both events were published as ad-hoc announcements. We are convinced that the participation of SEBRINA HOLDING SUISSE SA in EEII will substantially increase shareholder value for EEII's shareholders in the near future.

With the support of its new anchor shareholder, EEII will refocus its strategy. We will communicate the changes to the shareholders in due course.

We thank you for your continued trust and confidence and look forward to a dynamic and prosperous future.

Sincerely,

Victor Lorenz Gnehm

Chairman of the Board of Directors

4	Annual Report 2022

Portfolio Description

Following the international sanctions imposed on Russia as a result of the war that Russia started against Ukraine in February 2022, the Russian Federation decreed coun- tersanctions, the international Gazprom ADR programme was terminated and each of the ADRs held by the Company was converted into two Russian Ruble denominated shares of PJSC Gazprom listed on the Moscow stock exchange. This position is the only remaining equity holding in the portfolio. Throughout the year, no investment decisions were implemented. The USD cash position was kept in short term fiduciary deposits.

Gazprom ("GAZP")

As of December 31st, 2022, Gazprom was a global leader in gas production and benefited tremendously from record price increases in gas and LNG. Despite the international sanctions against Russia, the Western world (particularly Germany) is still largely dependend on Russian gas and has contracts in place to obtain gas from PJSC Gazprom.

Despite the uncertainties surrounding the company due to the international sanctions against Russia and Russia's countersanctions against the Western world, Gazprom remains one of the most important energy companies worldwide and is one of the major beneficiaries of the rising energy prices.

The shares are traded in Russian Rubles at the Moscow stock exchange, but when this report went to print, it was wholly unclear if the shares held by EEII were accessible by EEII for transfer to any third party, or for the receipt of dividends.

For events after the balance sheet date, we refer to Note 14.

Corporate Governance 5

Corporate Governance

// Group structure and shareholders

// Capital structure

Group structure

EEII AG (the "Company") with its registered office in Zug, Switzerland, is a corporation established on August 29th, 1997 under the laws of Switzerland. The investment objective of the Company is to maximize long-term return to shareholders through investments in strategically selected companies in the energy and infrastructure sectors which are primarily active in emerging markets (see also Note 1 to the IFRS financial statements). As of December 31st, 2022, the only investment of the Company was listed and tabled in Note 5 to the IFRS financial statements. The Company had one part-time employee and no subsidiaries as of December 31st, 2022.

The shares of the Company are listed on the SIX Swiss Exchange. As of December 31st, 2022, the total market capitalization, based on the share price last paid, amounted to CHF 2,3 mln.

Significant shareholders

The following notifications pertaining to the holdings of a significant shareholder have been disclosed:

As of December 22nd, 2022, Gehold SA, Zug, sold

its entire participation in EEII AG consisting of 92,41 % of the outstanding shares of the Company to SEBRINA HOLDING SUISSE SA, Geneva. The transaction was successfully closed after the reporting date.

Gehold SA, Zug, does not publish financial statements. The ultimate controlling party of Gehold SA is Larisa Chertok, in Anières, Switzerland. SEBRINA HOLDING SUISSE SA, Geneva, does not publish financial statements. The ultimate controlling party of SEBRINA HOLDING SUISSE SA is Alexandre Uldry, in Gstaad, Switzerland.

Cross-shareholdings

There are no cross-shareholdings.

Capital

As of December 31st, 2022, the Company's share capital consisted of 1,527,510 ordinary bearer shares with a nominal value of CHF 7.10 per share (Security No. 716295/ISIN-Code CHF0007162958). Each share represents one voting right (see also Note 4 to the IFRS financial statements).

Shares and participation certificates

There are no preferential rights or similar rights. Each share carries one vote and has full dividend rights. There are no voting right restrictions and each shareholder can exercise his voting rights at the Company's shareholders meeting. There are no participation certificates.

Profit sharing certificates

There are no profit sharing certificates outstanding.

Limitations on transferability and nominee registrations

There are no limitations on transferability of shares and there is no nominee regulation.

Convertible bonds and warrants / options

There are no convertible bonds or warrants outstanding.

Dividend

In 2022 the Company did not distribute a dividend to its shareholders.