Frigoglass I C : Q1 2023 Special Purpose Financial Information

Frigo DebtCo PLC

SPECIAL PURPOSE FINANCIAL INFORMATION FOR THE QUARTER ENDED 31 MARCH 2023

Frigoglass Group - Consolidated

The special purpose financial information has been prepared for the Holders of our First Lien Senior Secured Notes due 2026 and our Second Lien Senior Secured Notes due 2028.

Information regarding forward-looking statements

This report has been prepared by Frigo DebtCo plc (the "Company") for informational purposes only. Neither the Company, its affiliates nor their respective directors, officers, employees or agents (the "Company Group") gives any representation or warranty, express or implied, as to the achievement or reasonableness of future projections, management targets, estimates, prospects, returns, business data or property described in this report, if any. This report does not constitute an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or any other jurisdiction and no offer, tender offer, sale, exchange or acquisition of securities is proposed in a jurisdiction where such offer, tender offer, sale, exchange or acquisition would be illegal. The securities referenced in this report may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this report are not, and will not be, registered in the United States. This report may contain certain statements, targets and projections provided by the Company with respect to the anticipated future performance of the Company and the Group (together the "forward-looking statements" which are based on current expectations and assumptions about future events. All statements other than statements of historical fact included in this report may be forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward- looking terminology, including the words "believes", "could", "estimates", "anticipates", "aims", "expects", "intends", "may", "will", "plans", "continue", "ongoing", "potential", "predict", "project", "target," "seek", "should" or "would" or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements are subject, among other things, to business, economic and competitive uncertainties and contingencies, including actions of third parties, which relate to factors that are beyond the Company's ability to control or estimate precisely and that could cause actual results to differ materially from those expressed therein. In particular, these factors include, but are not limited to, macroeconomic uncertainty and the sanctions regime stemming from the Russia-Ukraine conflict, relationships with third parties (including, customers, suppliers and local banks), the commencement of operations at the Romanian production facility and exchange rates. In view of the above, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Any forward-looking statements are only made as of the date of this press release, and we do not intend, and do not assume any obligation, to update forward-looking statements set forth in this press release. Any forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and outside the control of the Company Group. This report contains certain tables and other statistical analyses which have been prepared in reliance upon historical information, as well as market data and trend information (the "Statistical Information"). Numerous assumptions were used in preparing the Statistical Information, which may or may not be reflected herein. As such, no assurance can be given as to the Statistical Information's truth, accuracy, appropriateness, or completeness in any particular context. Any data on past performance, modelling or back-testing contained herein is no indication as to future performance. The future performance of the Company Group will depend on numerous factors which are subject to uncertainty. The Statistical Information should not be construed as either projections or as legal, tax, financial or accounting advice. The Company Group does not make any representation as to the reasonableness of the assumptions made within or the truth, accuracy or completeness of any modelling or back-testing. The assumptions involve known and unknown risks, uncertainties, and other factors outside the control of the Company Group. Any views or opinions (including statements or forecasts) constitute the Company Group's judgment as of the date indicated and are subject to change without notice. The value of any investment may fluctuate as a result of market changes. The information in this report is not intended to predict actual results and no assurances are given with respect thereto. Nothing in this report is, or should be relied upon as, a promise or representation as to the future. This report does not form the basis of any contract. In view of the above, you are cautioned not to place undue reliance on these forward-looking statements. The Company Group does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these materials. The information in this report does not purport to be all-inclusive or contain all the information that a participant may desire or need and does not constitute advice of any sort. The Company reserves the right to change such information without warning. No representation or warranty of any kind (whether expressed or implied) is made and no liability or responsibility will be accepted by the Company or any member of the Group with respect to the accuracy, sufficiency or completeness of the information contained in this report or any errors or omissions therein, including with respect to any financial projections, other forward-looking statements, any assumptions underlying them or any opinions in connection with the Company Group's future operations or the amount of any future income or loss.

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FRIGOGLASS GROUP

Special Purpose Financial Information

1 January - 31 March 2023

Table of Contents	Pages
1.	Financial and Business Review	4
2.	Condensed Statement of Financial Position	6
3.	Condensed Income Statement	7
4.	Condensed Statement of Comprehensive Income	8
5.	Condensed Cash Flow Statement	9
6.	Notes to the Special Purpose Financial Information

(1)	General Information	10
(2)	Segment Information	12
(3)	Property, Plant and Equipment	14
(4)	Intangible assets	15
(5)	Inventories	15
(6)	Trade receivables	16
(7)	Borrowings	16
(8)	Financial costs - net	17
(9)	(Losses) / Gains from Restructuring	17

The special purpose financial information is delivered under each of the New Senior Secured Notes (defined below) Indenture and the Reinstated Notes (defined below) Indenture relating to the New Senior Secured Notes and the Reinstated Notes, respectively, issued by Frigo DebtCo PLC (the "Company") on 27 April 2023 (the "Implementation Date") as a result of the Restructuring (defined below). As of the balance sheet date of the special purpose financial information, the Restructuring had not yet been completed. As a result, the following special purpose financial information reflects the financial performance of the Frigoglass Group for the three months ended 31 March 2023 based on the Frigoglass Group's pre-Restructuring consolidation perimeter. As of 31 March 2023, the Company did not control the Frigoglass Group. The following special purpose financial information as of and for 31 March 2023 does not include the effects of the Restructuring which took place on the Implementation Date.

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Financial and Business Review of the quarter ended 31 March 2023

Sales in the Commercial Refrigeration business grew 11.0% y-o-y to €94.4 million following pricing initiatives early this year, as well as increased orders from our strategic beverage partners primarily in Asia and Africa. This performance was impacted by lower orders in Russia and Ukraine. Sales growth momentum remained strong in the Glass business, driven by increased orders for glass containers and price adjustments. Overall, the Group's sales increased by 14.1% y-o-y to €136.3 million.

Gross profit increased by 21.5% y-o-y to €19.7 million, with the respective margin increasing by 90 basis points to 14.5%. The margin improvement reflects pricing and better cost absorption in both segments and the partial normalization of logistic costs in Commercial Refrigeration. These factors more than offset the impact from a less favorable geographical mix in Commercial Refrigeration and the increased production cost in Glass business.

Administrative expenses increased by 29.0% y-o-y to €6.1 million, driven mainly by higher insurance and travelling expenses as well as higher employee related costs. Administrative expenses as a percentage of sales increased to 4.5%, from 4.0% in Q1 2022.

Selling, distribution and marketing expenses decreased by 5.5% y-o-y to €4.8 million, reflecting last year's bad debt write-offs. As a percentage of sales, selling, distribution and marketing expenses decreased to 3.6%, from 4.3% in Q1 2022.

Development expenses decreased by 1.9% y-o-y to €0.6 million, reflecting lower year-on-year various expenses. As a percentage of sales, development expenses improved to 0.4%, from 0.5% the prior year period.

Net finance costs amounted to €16.5 million, compared to €5.7 million in the first quarter of 2022. The increase reflects the amortization of the remaining issuance costs of the €260 million senior secured notes due 2025, the interest related to the Bridge Notes and foreign exchange losses following the devaluation of South African Rand.

Restructuring costs amounted to €11.7 million reflecting advisory fees for the Restructuring.

Income tax expense amounted to €2.5 million, compared to €0.9 million in the first quarter of 2022, primarily reflecting higher pre-tax profits in Nigeria.

Net loss for the period was €21.7 million, compared to a net loss of €0.9 million in the first quarter of 2022.

Net cash used in operating activities amounted to €6.2 million, compared to net cash used in operating activities of €24.7 million in Q1 2022. This improvement primarily reflects a lower working capital outflow and a higher operating profitability.

Net cash used in investing activities was €10.0 million, compared to net cash from investing activities of €5.4 million in Q1 2022, reflecting increased capital spending related to the reconstruction of the Romanian plant and prior year's quarter €10.0 million insurance reimbursement.

Net cash from financing activities amounted to €16.5 million, compared to net cash used in financing activities of €2.7 million in the first quarter of 2022. The increase reflects the issuance of the €20.0 million additional Bridge Notes and the non-payment of the 1 February 2023 coupon with respect to the €260 million senior secured notes due 2025.

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Net trade working capital as of 31 March 2023 reached €123.5 million, compared to €134.2 million as of 31 March 2022. The improvement reflects the reduction of inventories in both segments partly offset by higher trade debtors following sales growth in the quarter.

Capital expenditures were €10.2 million, of which €9.9 million relates to purchases of property, plant and equipment and €0.3 million relates to purchases of intangible assets, compared to €4.8 million in the first quarter of 2022, of which €4.5 million related to purchase of property, plant and equipment and €0.3 million related to purchase of intangible assets. The increased capital expenditures mainly reflect spending related to the reconstruction of the Romanian plant.

Segmental Review

Commercial Refrigeration Operations

Europe

Eastern European sales declined by 11.2% y-o-y due to significantly lower orders in Russia and Ukraine. Sales in Russia and Ukraine declined jointly by 30% y-o-y, whereas excluding those two countries sales were unchanged compared to prior year. Sales in Eastern Europe were also supported by Frigoserve's performance and price adjustments. Sales in West Europe declined by 7.8% y-o-y following lower orders in Italy, mainly due to tough comparable, and France, partially balanced by incremental orders in Germany, Belgium and Ireland.

Africa and Middle East

Growth momentum continued in Africa, with sales growing by 68.0% y-o-y. This strong performance reflects continued demand recovery and pricing initiatives. Sales in South Africa grew by mid-thirties following increased demand from soft drink customers and price adjustments. Nigeria had a strong sales growth driven by higher orders from a soft drink customer and breweries.

Asia

Sales in Asia were up 48.1% y-o-y, driven by strong demand in India and orders' phasing in central Asia. In India, we continue strengthening the relationship with existing customers, expanding the base of distributors and increasing penetration in the white market.

Adjusted EBITDA of the Commercial Refrigeration business increased by 72.4% y-o-y to €3.1m, with the respective margin improving by 110 basis points to 3.2%. The margin improvement reflects price initiatives, the benefits of higher volume sold and reduced logistic cost. These factors were partly balanced by a less favorable geographical mix.

Glass Operations

Growth momentum remained strong in the quarter, with sales increasing by 21.9% to €41.9 million. We delivered a solid performance following increased orders for glass containers and pricing adjustments across all operations. Sales were impacted by weak orders in metal crowns and currency translation following the devaluation of Naira.

Adjusted EBITDA of the Glass business increased by 27.0% to €10.7 million. Adjusted EBITDA margin improved by 100 basis points to 25.5%, driven by pricing and a favorable energy sourcing mix, more than offsetting increased production cost.

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