Frigoglass I C : INTERIM CONSOLIDATED FS SEPTEMBER 2023 & 9M 2023 SPECIAL PURPOSE FINANCIAL INFORMATION

Frigo DebtCo PLC

1. Interim Consolidated Financial Statements 6 March - 30 September 2023

Frigo DebtCo PLC consolidates Frigoinvest Holdings B.V. (and each of its subsidiaries) from 27 April 2023, when the ownership was transferred to Frigo DebtCo PLC through an enforcement of the pledge over the shares of Frigoinvest Holdings B.V.

1. Special Purpose Financial Information 01 January - 30 September 2023

The special purpose financial information is delivered under each of the Senior Secured Notes Indenture and the Reinstated Notes Indenture relating to the Senior Secured Notes and the Reinstated Notes, respectively, issued by Frigo DebtCo PLC on 27 April 2023 (the "Implementation Date") as a result of the Restructuring. Comparative periods and the period 01.01-27.04.2023 (included in the current year period) reflect the financial performance of the Frigoglass Group based on the pre-Restructuring consolidation perimeter.

Frigo DebtCo PLC

Interim Consolidated Financial Statements

(unaudited and unreviewed)

6 March 2023 - 30 September 2023

Frigo DebtCo PLC

One Angel Court, 13th Floor

EC2R 7HJ, London, United Kingdom

Date of Incorporation: 06.03.2023

Company Number: 14707701

Frigo DebtCo PLC

Interim Consolidated Financial Statements 6 March - 30 September 2023

Table of Contents	Pages
1. Interim Consolidated Income Statement	4
2. Interim Consolidated Statement of Comprehensive Income	5
3. Interim Consolidated Statement of Financial Position	6
4. Interim Consolidated Statement of Changes in Equity	7
5. Interim Consolidated Cash flow statement	8
6. Notes to the Interim Condensed Financial Statements
(1)	General information	9
(2)	Summary of significant accounting policies	10
(3)	Financial risk management	23
(4)	Critical accounting estimates and judgments	24
(5)	Segment and revenue information	26
(6)	Finance income and cost	28
(7)	Income tax expense	28
(8)	Earnings/(losses) per share	30
(9)	Property, plant and equipment	31
(10)	Right-of-use assets and lease liabilities	32
(11)	Intangible assets and goodwill	33
(12)	Deferred taxes	34
(13)	Inventories	35
(14)	Trade receivables	35
(15)	Other current assets	36
(16)	Borrowings	36
(17)	Other payables	37
(18)	Share capital and share premium	38
(19)	Other reserves	39
(20)	Interests in other entities	39
(21)	Post-balance sheet events	40
(22)	Contingent liabilities and commitments	41
(23)	Related party transactions	41
(24)	Cash flow information	42
(25)	Business combinations	43

3

Interim Consolidated Income Statement

		Consolidated
		Unaudited/Unreviewed
		Period
€' 000	Notes	6 March* - 30 September
2023
Revenue from contracts with customers	5	176,394
Cost of goods sold		(151,084)
Gross profit		25,310
Administrative expenses		(8,344)
Selling, distribution and marketing expenses		(7,079)
Development expenses		(900)
Other operating income		122
Other gains / (losses) - net		(268)
Operating Profit / (Loss)		8,842
Finance costs	6	(16,590)
Finance income	6	21,288
Finance income / (costs) - net		4,697
Profit / (Loss) before income tax		13,540
Income tax expense	7	(10,483)
Profit / (Loss) for the period		3,057
Profit / (Loss) is attributable to:
Owners of Frigo DebtCo Plc		(2,197)
Non-controlling interests		5,254
		3,057
Adjusted EBITDA	5	15,639
Earnings/(loss) per share for profit / (loss) attributable to
the ordinary equity holders of the company:
Basic earnings/(losses) per share in €	8	(32.71)
Diluted earnings/(losses) per share in €	8	(32.71)

The above interim consolidated income statement should be read in conjunction with the accompanying notes.

*Frigo DebtCo PLC was incorporated on 6 March 2023. Frigo DebtCo PLC consolidates Frigoinvest Holdings B.V. (and each of its subsidiaries) from 27 April 2023, when the ownership was transferred to Frigo DebtCo PLC through an enforcement of the pledge over the shares of Frigoinvest Holdings B.V.

4

Interim Consolidated Statement of Comprehensive Income

		Consolidated
		Unaudited/Unreviewed
		Period
€' 000	Notes	6 March* - 30
September 2023
Profit / (Loss) for the period		3,057
Other comprehensive income / (expense)
Items that may be reclassified to income statement
Foreign currency translation gains / (losses) shareholders	19	(25,957)
Foreign currency translation gains / (losses) non-controlling interest		(18,772)
Other comprehensive income / (expense) for the period, net of tax		(44,729)
Total comprehensive income / (expense) for the period		(41,672)
Total comprehensive income / (expense) for the period is
attributable to:
Owners of Frigo DebtCo Plc		(28,154)
Non-controlling interests		(13,518)
		(41,672)

Exchange differences result mainly from the significant devaluation of the Naira versus the Euro (813.05 for September 2023 versus 508.1 for April 2023).

The above interim consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

*Frigo DebtCo PLC was incorporated on 6 March 2023. Frigo DebtCo PLC consolidates Frigoinvest Holdings B.V. (and each of its subsidiaries) from 27 April 2023, when the ownership was transferred to Frigo DebtCo PLC through an enforcement of the pledge over the shares of Frigoinvest Holdings B.V.

5

Interim Consolidated Statement of Financial Position

€' 000

Assets:

Non-current assets

Property, plant and equipment

Right-of-use assets

Intangible assets

Goodwill

Deferred tax assets

Other non-current assets

Total non-current assets

Current assets

Inventories

Trade receivables

Other current assets

Current tax assets

Cash and cash equivalents

Total current assets

Total Assets

Liabilities:

Non-current liabilities

Borrowings

Lease liabilities

Deferred tax liabilities

Retirement benefit obligations

Provisions

Total non-current liabilities

Current liabilities

Trade payables

Other payables

Current tax liabilities

Borrowings

Lease liabilities

Total current liabilities

Total Liabilities

Equity: Share capital Share premium Other reserves

Retained earnings / Accumulated losses

Capital and reserves attributable to owners Non-controlling interests

Total Equity

Total Liabilities and Equity

	Consolidated
	Unaudited/Unreviewed
Notes	30.09.2023
9	110,732
10	2,008
11	9,239
11, 25	205,350
12	2,226
	325
	329,881
13	80,705
14	81,448
15	16,345
	2,774
	59,065
	240,337
	570,218
16	222,367
10	1,296
12	16,387
	3,711
	4,682
	248,444
	51,965
17	48,357
	7,803
16	82,386
10	1,211
	191,722
	440,166
18	67
18	123,677
19	(25,957)
	(2,197)

95,589

34,463

130,052

570,218

The above interim consolidated statement of financial position should be read in conjunction with the accompanying notes.

6

Interim Consolidated Statement of Changes in Equity

Consolidated - Unaudited/Unreviewed		Attributable to owners of Frigo DebtCo Plc
				Retained		Non-
	Share	Share	Other	earnings /
€' 000	Total	controlling	Total equity
capital	premium	reserves	Accumulated
		interests
				losses
Balance at 6 March 2023	-	-	-	-	-	-	-
Acquired through business combinations (Note 25)	-	-	-	-	-	48,315	48,315
Profit / (Loss) for the period	-	-	-	(2,197)	(2,197)	5,254	3,057
Other comprehensive income / (expense)	-	-	(25,957)	-	(25,957)	(18,772)	(44,729)
Total comprehensive income / (expense) for the period	-	-	(25,957)	(2,197)	(28,154)	34,797	6,643
Transactions with owners in their capacity as owners:
Contributions of equity net of transaction costs	67	-	-	-	67	-	67
Dividends provided for or paid	-	-	-	-	-	(334)	(334)
Loan contribution	-	123,677	-	-	123,677	-	123,677
Balance at 30 September 2023	67	123,677	(25,957)	(2,197)	95,589	34,463	130,052

Exchange differences result mainly from the significant devaluation of the Naira versus the Euro (813.05 for September 2023 versus 508.1 for April 2023).

The above interim consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

7

Interim Consolidated Cash flow statement

		Consolidated
		Unaudited/Unreviewed
		Period
€' 000	Notes	6 March* - 30 September 2023
Cash flows from operating activities
Profit / (Loss) before income tax		13,540
Adjustments for:
Depreciation and amortisation		6,797
Finance income / (costs) - net	6	(4,697)
Provisions		(290)
Change in operating assets and liabilities:
Decrease / (increase) in trade receivables		16,916
Decrease / (increase) in inventories		7,926
Decrease / (increase) in other current and non-current assets		7,994
Increase/(decrease) in trade payables		(31,485)
Increase/(decrease) in other current and non-current
liabilities		(5,977)
Less: Income taxes paid		(7,144)
Net cash inflow from operating activities		3,579
Cash flows from investing activities
Cash acquired from business combinations; net of cash paid	25	62,013
Payments for property, plant and equipment	9	(10,029)
Payments for intangible assets	11	(27)
Proceeds from disposal of subsidiary		186
Net cash (outflow) from investing activities		52,143
Cash flows from financing activities
Proceeds from issues of shares and other equity securities
Repayment of borrowings	24	(96,946)
Proceeds from borrowings	24	129,445
Payment of interest and bank charges		(7,965)
Principal elements of lease payments	24	(1,376)
Dividends paid to non-controlling interests in subsidiaries	20	(2,315)
Net cash (outflow) from financing activities		20,843
Net increase in cash and cash equivalents		76,565
Cash and cash equivalents at the beginning of the financial year		-
Effects of exchange rate changes on cash and cash equivalents		(17,501)
Cash and cash equivalents at end of the period		59,065

The above interim consolidated statement of cash flows should be read in conjunction with the accompanying notes.

*Frigo DebtCo PLC was incorporated on 6 March 2023. Frigo DebtCo PLC consolidates Frigoinvest Holdings B.V. (and each of its subsidiaries) from 27 April 2023, when the ownership was transferred to Frigo DebtCo PLC through an enforcement of the pledge over the shares of Frigoinvest Holdings B.V.

8

Notes to the interim consolidated financial statements

Note 1 - General information

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, 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.

Frigo DebtCo PLC (the "Company") was incorporated on 6 March 2023. The Company is registered in England and Wales (registered number 14707701) whose registered office is at One Angel Court, 13th Floor, EC2R 7HJ, London, United Kingdom.

As a result of the Restructuring (defined below), 85% of the share capital of the Company is held by Frigo NewCo 1 Limited, a private liability company incorporated in England and Wales. 95% of the share capital of Frigo NewCo 1 Limited has been distributed pro rata to the 2025 Noteholders with the remaining 5% of the share capital distributed to the 2025 Noteholders who elected to purchase New Super Senior Notes.

The remaining 15% of the share capital of the Company is held by Frigoglass S.A.I.C., a company incorporated in Greece and listed on the Athens Stock Exchange. The shares of the Company have been pledged in favor of the Security Agent for both the Senior Secured Notes and the Reinstated Notes (as defined in Note 16), under a share charge governed by English law.

The interim consolidated financial statements have been prepared for the period from 6 March - 30 September 2023. No comparative information is presented since this is the first year of operations for the Company.

On 27 April 2023 ownership of Frigoinvest Holdings B.V. (and each of its subsidiaries) was transferred to Frigo DebtCo PLC through an enforcement of the pledge over the shares of Frigoinvest Holdings B.V. As a result, Frigoinvest Holdings B.V. and its subsidiaries, with effect from 27 April 2023 (the "Implementation Date"), are controlled by Frigo DebtCo PLC (together with the related actions completed on the Implementation Date, the "Restructuring"). Therefore, the Company consolidates Frigoinvest Holdings B.V. and its subsidiaries from 27 April 2023.

On 31 August 2023, Nikos Mamoulis, Group CEO and member of the Board of Directors of Frigo DebtCo PLC, resigned. The Group's Board of Directors has initiated a formal search process for his replacement, with the support of an international executive search consulting firm. On 5 September 2023, Manos Metaxakis, the current Group CFO, undertook an additional role as the Group's Interim General Manager, until the formal search for a permanent replacement concludes.

The website of the Frigoglass Group is: www.frigoglass.com.

9

Note 2 - Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these interim consolidated financial statements to the extent they have not already been disclosed in the other notes. These policies have been consistently applied to all the years presented, unless otherwise stated. The interim consolidated financial statements are for the Company and its subsidiaries (together the "Group").

2(a) - Basis of preparation

The interim consolidated financial statements of the Group have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting, in the format of a complete set of financial statements (as per IAS 1) and are in compliance with the IFRS.

The interim consolidated financial statements have been prepared on a historical cost basis.

The interim consolidated financial statements have been prepared on a going concern basis. In adopting the going concern basis for the preparation of these interim consolidated financial statements, management has considered the Group's financial performance in the year, the expected result of the Group beyond 30 September 2023, as well as the assessment of the Group's principal risks, including those relating to climate change and the geopolitical events involving in Russia and Ukraine.

2(b) - Consolidation principles

1. Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

The Company accounts for investments in subsidiaries in its separate financial statements at historic cost less impairment losses. Impairment losses are recognized in the income statement.

1. Changes in ownership percentages

The Group treats transactions with non‐controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non‐ controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non‐controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to the owners.

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

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