Kofola CeskoSlovensko : Annual report 2023 (unauthorized

KOFOLA ČESKOSLOVENSKO A.S.

CONSOLIDATED ANNUAL FINANCIAL

REPORT OF THE ISSUER 2023

BOARD OF DIRECTORS REPORT

This version of consolidated annual report has not been prepared in a single electronic reporting format
("the ESEF") and represents unofficial version of the official consolidated annual report published in
accordance with ESEF in XHTML format. The Company made all the steps to ensure this version fully
corresponds with the original version, except for usage of machine readable XBRL tagging, which are
included only in the official XHTML version. In case of any difference in the presented information, opinions
or interpretations the official version in XHTML format is legally binding.	A-0

The official consolidated annual report prepared in ESEF format is accessible on the following link: https://investor.kofola.cz.

	TABLE OF CONTENTS
Table of contents
A. BOARD OF DIRECTORS REPORT	A-0
KOFOLA AT A GLANCE	A-4
CHAIRMAN´S STATEMENT	A-7
KOFOLA GROUP	A-8
3.1.	Kofola ČeskoSlovensko	A-8
3.2.	Kofola Group	A-8
3.3.	Group structure	A-9
3.4.	Successes and Awards	A-10
BUSINESS OVERVIEW AND OTHER MATTERS	A-11
4.1.	Business overview	A-11
4.2.	Auditors remuneration	A-19
4.3.	Intellectual property and licences	A-20
4.4.	Research and development and other information	A-20
4.5.	Technology and production and other non-current assets	A-20
4.6.	Additions to property, plant and equipment and intangibles and their condition	A-21
4.7.	Capital sources	A-21
4.8.	Regulatory environment	A-21
4.9.	Ukraine crisis	A-22
4.10.	Subsequent events	A-22
RISK MANAGEMENT	A-24
5.1.	Principal risks faced by the Group	A-24
5.2.	Approach to market trends and development	A-32
NON-FINANCIAL INFORMATION	A-33
6.1.	Non-financial information	A-33
CORPORATE GOVERNANCE REPORT	A-34
7.1.	Shares and shareholders	A-34
7.2.	Information pursuant to Capital Markets Act section 118.5a-k	A-35
7.3.	Corporate governance code	A-38
7.4.	Bodies of the Company	A-38
7.5.	Description of diversity policy applied to governance bodies	A-50
7.6.	Financial reporting process	A-50
REPORT ON RELATIONS	A-51
8.1.	Structure of relations between related parties and the description of the entities	A-51
8.2.	Structure of relations and ownership interests between related entities as at 31 December 2023	A-53
8.3.	Role of the controlled entity in the organisational structure	A-53
8.4.	Method and means of control	A-53
8.5.	List of acts with value exceeding 10% of equity of controlled entity	A-54

8.6. List of mutual contracts between controlled entity and controlling entity or between controlled entities . A-54

8.7.	Assessment of advantages and disadvantages arising from relations between related entities	A-57
STATUTORY DECLARATION	A-58
INDEPENDENT AUDITOR´S REPORT	A-59

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Table of contents

B. CONSOLIDATED FINANCIAL STATEMENTS	B-0
CONSOLIDATED FINANCIAL STATEMENTS	B-1
1.1.	Consolidated statement of profit or loss	B-1
1.2.	Consolidated statement of other comprehensive income	B-2
1.3.	Consolidated statement of financial position	B-3
1.4.	Consolidated statement of cash flows	B-4
1.5.	Consolidated statement of changes in equity	B-5
GENERAL INFORMATION	B-7
2.1.	Corporate information	B-7
2.2.	Group structure	B-8
MATERIAL ACCOUNTING POLICIES	B-9
3.1.	Statement of compliance and basis of preparation	B-9
3.2.	Functional and presentation currency	B-9
3.3.	Foreign currency translation	B-9
3.4.	Consolidation methods	B-10
3.5.	Accounting methods	B-12
3.6.	New and amended standards adopted by the Group	B-23
3.7.	Significant estimates and key management judgements	B-24
3.8.	Standards issued but not yet effective	B-24
3.9.	Approval of consolidated financial statements	B-24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	B-25
4.1.	Segment information	B-25
4.2.	Revenue	B-29
4.3.	Expenses by nature	B-29
4.4.	Other operating income	B-30
4.5.	Other operating expenses	B-30
4.6.	Finance income	B-31
4.7.	Finance costs	B-31
4.8.	Income tax	B-31
4.9.	Earnings per share	B-33
4.10.	Property, plant and equipment	B-33
4.11.	Intangible assets	B-37
4.12.	Investments in equity accounted investees	B-41
4.13.	Inventories	B-42
4.14.	Trade and other receivables	B-42
4.15.	Cash and cash equivalents	B-43
4.16.	Equity	B-43
4.17.	Provisions	B-45
4.18.	Bank credits and loans	B-45
4.19.	Trade and other payables	B-47
4.20.	Future commitments, contingent assets and liabilities	B-47
4.21.	Share based payment	B-48
4.22.	Leases	B-48
4.23.	Legal and arbitration proceedings	B-49
4.24.	Related party transactions	B-50
4.25.	Financial risk management	B-51
4.26.	Capital management	B-55
4.27.	Financial instruments	B-57
4.28.	Headcount	B-58
4.29.	Acquisition of subsidiaries	B-58
4.30.	Acquisition of NCI	B-59
4.31.	Ukraine crisis	B-59
4.32.	Other information	B-59
4.33.	Subsequent events	B-60

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Table of contents

C. SEPARATE FINANCIAL STATEMENTS	C-0
SEPARATE FINANCIAL STATEMENTS	C-1
1.1.	Separate statement of profit or loss	C-1
1.2.	Separate statement of other comprehensive income	C-1
1.3.	Separate statement of financial position	C-2
1.4.	Separate statement of cash flows	C-3
1.5.	Separate statement of changes in equity	C-4
GENERAL INFORMATION	C-5
2.1.	Corporate information	C-5
2.2.	Group structure	C-6
MATERIAL ACCOUNTING POLICIES	C-7
3.1.	Statement of compliance and basis of preparation	C-7
3.2.	Functional and presentation currency	C-7
3.3.	Foreign currency translation	C-7
3.4.	Accounting methods	C-8
3.5.	New and amended standards adopted by the Company	C-18
3.6.	Significant estimates and key management judgements	C-19
3.7.	Standards issued but not yet effective	C-19
3.8.	Approval of separate financial statements	C-19
NOTES TO THE SEPARATE FINANCIAL STATEMENTS	C-20
4.1.	Segment information	C-20
4.2.	Revenue	C-20
4.3.	Expenses by nature	C-20
4.4.	Other operating income	C-21
4.5.	Other operating expenses	C-21
4.6.	Finance income	C-21
4.7.	Finance costs	C-22
4.8.	Income tax	C-22
4.9.	Earnings per share	C-23
4.10.	Property, plant and equipment	C-24
4.11.	Intangible assets	C-25
4.12.	Investments in subsidiaries	C-26
4.13.	Investments in equity accounted investees	C-27
4.14.	Trade and other receivables	C-28
4.15.	Cash and cash equivalents	C-29
4.16.	Equity	C-29
4.17.	Provisions	C-30
4.18.	Bank credits and loans	C-30
4.19.	Trade and other payables	C-32
4.20.	Future commitments, contingent assets and liabilities	C-33
4.21.	Share based payment	C-33
4.22.	Leases	C-34
4.23.	Financial risk management	C-35
4.24.	Financial instruments	C-39
4.25.	Related party transactions	C-40
4.26.	Cash and non-cash financing activities	C-42
4.27.	Headcount	C-42
4.28.	Acquisition of subsidiaries	C-43
4.29.	Ukraine crisis	C-43
4.30.	Other information	C-44
4.31.	Subsequent events	C-44

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Table of contents

1. KOFOLA AT A GLANCE

KOFOLA GROUP

one of top producers of branded non-alcoholic beverages in Central and Eastern Europe

CZK 8.7 BN 2023	11	2,037	LISTED ON
REVENUES	PRODUCTION PLANTS	EMPLOYEES	PRAGUE STOCK EXCHANGE

CZECHIA SLOVAKIA SLOVENIA CROATIA

NO. 2	NO. 1	NO. 1	NO. 4
PLAYER IN THE SOFT	PLAYER IN THE SOFT	PLAYER IN THE SOFT	PLAYER IN THE SOFT
DRINKS MARKET	DRINKS MARKET	DRINKS MARKET	DRINKS MARKET
NO. 2	NO. 1	NO. 1	NO. 2
WATER BRAND	WATER BRAND	WATER BRAND	WATER BRAND

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Kofola at a glance

1. KOFOLA AT A GLANCE

FOR THE 12M PERIOD

Revenue (CZKm)

Revenue per main business segments (CZKm)

8,690	7,875					12M23	12M22
		6,209	5,641
				1,513	1,410	968	824
12M23	12M22	CzechoSlovakia	Adriatic	Fresh & Herbs

EBITDA (CZKm)	EBITDA per main business segments (CZKm)

1,253						12M23	12M22
	1,110
	938
		875
				205	182	110
						53
12M23	12M22	CzechoSlovakia	Adriatic	Fresh & Herbs

Net debt/LTM EBITDA

2.97

2.28

31-12-2331-12-22

Profit/(loss) for the period (CZKm)

340
	209
12M23	12M22

The results and ratios above are based on adjusted results. For details on financial performance and reconciliation of

reported and adjusted results refer to section 4.1.

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Kofola at a glance

1. KOFOLA AT A GLANCE

MAIN INFORMATION IN 2023*:

1. Group´s revenue increased by CZK 814.8 mil. (10.3%).

1. Group´s EBITDA increased by CZK 143.0 mil. (12.9%).

1. Very good results driven by sales in main season.

1. Net profit increased by CZK 131.0 mil.

1. Demonstration of strength of the Group's portfolio and customers' loyalty to Kofola brands.

1. Entrance into new business segments (breweries, apple orchards, coffee plantations).

*Based on adjusted results.

2. CHAIRMAN´S STATEMENT

Dear shareholders,

I'm pleased to begin this year's commentary by saying that nothing unusual happened in 2023. This is something we have almost forgotten over the past three years. After years of Covid, the energy crisis and inflation, we have been able to focus fully on growing our business. As you will see on the following pages of our annual report, it has been a very good year.

At the beginning, we expected a 10-12% decline in soft drinks consumption and adjusted our cost structures accordingly. For most of the year, it looked like we would not be far off the mark, but we had a very good season and ended the year with a 7.9% decline in volumes compared to 2022. The reasons for our volume decline are mainly two - rising cost reflecting input prices and inflation in mandated household

spending coupled with a decline in household purchasing power. This has been particularly felt in our traditional beverage divisions. On the other hand, LEROS and UGO trade showed strong volume growth with very solid margins.

I was also happy to see the fulfilment of our vision. In 2023, we laid the foundation stone of our agricultural division. We want to understand our raw material base, so we have invested in an area that is unusual for us. Approximately 60 hectares of orchards and an 25% interest in 200 hectares of coffee plantations in Colombia are the first step into a new world. We need to get our feet wet first, but we believe this is the right way to go.

The CzechoSlovakia segment, I believe, has bounced back from the bottom. The margin we have achieved in 2023 is very promising, but we are still a long way from our pre-2020 performance. Novelties like Targa Florio and Jupí popsicles, as well as stalwarts like Kofola on tap, are performing well.

The Adriatic region grew by 7.3% in sales, with Slovenia performing particularly well. We launched the functional water ALL based on Radenska mineral water. In Croatia, our spring water Studena is gaining in popularity among consumers, with its very provocative advertising campaign attracting the attention of the younger generation in particular. At the end of the year, we succeeded in installing the first photovoltaic power plant in the Group on the roof of the Radenci production plant.

LEROS completed its post-acquisitionfive-year run exactly as projected. All key channels were strong and sales for 2023 grew by approximately 8%. Our e-shop performed well and we opened our first store in Černý Most shopping centre at the end of the year.

UGO is undoubtedly the rising star of the year. Strong revenue growth of almost 24% accompanied by strong profitability and an increase in satisfied customers was and is the picture of UGO in the last year. Drivers were the new rice-based Superbowls as well as the collaboration with F.H.Prager on Kombucha on tap. UGO still has huge potential and we have big plans for it in the coming years.

Overall, we grew on an EBITDA level by CZK 143 million. We thus reached the upper end of our expected range of CZK 1.25 billion. We are projecting an EBITDA range of CZK 1.55 - 1.80 billion for 2024. This range considers not only the impact of the new acquisitions but also the further growth of the current Group.

At the end of the year, we announced our entry into the beer segment - the acquisition of Pivovary CZ Group, which represents the breweries Zubr, Holba and Litovel. Overall, the fifth largest player on the Czech beer market with a long tradition, countless quality awards and strong distribution especially in central Moravia. Beer is the family silver, it is the strongest segment in FMCG, it has been here for 500 years and I believe it will be here for another 500 years. We are approaching the acquisition with great humility and will therefore keep this segment as a separate unit from Kofola's non-alcoholic division. In 2024, beer sales could account for around 15% of the entire Kofola Group.

Finally, I want to thank everyone who pulled together with us in 2023: our employees, suppliers, customers, shareholders and consumers. We couldn't have done it without you. Thank you.

Jannis Samaras

Chairman of the Board of Directors

Kofola ČeskoSlovensko a.s.

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Chairman's statement

3. KOFOLA GROUP

3.1. KOFOLA ČESKOSLOVENSKO

Kofola ČeskoSlovensko a.s. ("the Company") is a joint-stock company and was registered on 12 September 2012 in the Czech Republic. Its registered office is Nad Porubkou 2278/31a, Poruba, 708 00 Ostrava, Czech Republic and the identification number is 24261980. Ostrava is also a Company's principal place of business. The Company is recorded in the Commercial Register kept by the Regional Court in Ostrava (Czech Republic), section B, Insert No. 10735. The Company´s websites are http://www.firma.kofola.czand the phone number is [phone]. LEI: 3157005DO9L5OWHBQ359.

3.2. KOFOLA GROUP

Basic information

Nature of Group's operations and principal activities is production and sale of non-alcoholic beverages.

Kofola ČeskoSlovensko a.s. is part of the Kofola Group, one of the leading producers and distributors of non-alcoholic beverages in Central and Eastern Europe that belongs to the top players in CzechoSlovakia.

The

Group

produces

its

products

with

care

and

love

in eleven production

plants

located

in

the Czech Republic (six plants), Slovakia (two plants), Slovenia (one plant), Croatia (one plant) and Poland (one plant).

The

Group

distributes

its

products

using

a wide

variety

of

packaging, including kegs

that

are used

in

the HoReCa channel to serve our widely popular drink "Kofola Draught" distributed in KEG which is considered as one of our most environmentally friendly packaging. The Group distributes its products through Retail, HoReCa and Impulse channels.

Besides traditional non-alcoholic drink segment, Group is also entering new smaller segments through the acquisition of coffee plantations and apple orchards, but with its latest acquisition of Pivovary CZ Group a.s. realized in March 2024, at is also entering the beer segment.

Key brands

Key own brands include carbonated beverages Kofola and Vinea, waters Radenska, Studenac, Rajec, Ondrášovka, Korunní and Kláštorná Kalcia, syrup Jupí, beverages for children Jupík, Semtex energy drink, UGO fresh juices and salads, Leros teas and coffee brands Café Reserva and Trepallini. In selected markets, the Group distributes among others Rauch, Evian, Vincentka or Dilmah products and under the licence produces Royal Crown Cola, Orangina, Rauch or Pepsi. The Group also produces and distributes water, carbonated and non-carbonated beverages and syrups under private labels for third parties, mostly big retail chains.

Despite the fact that the Group's portfolio includes more than 30, mostly well-established and recognisable brands with a wide market, the Group's key brand is Kofola.

Main brands by categories are shown in the visualisation below:

CATEGORY	MAIN OWN BRANDS	DISTRIBUTED AND
LICENSED BRANDS
Waters

Non-carbonated beverages

Carbonated beverages

Syrups

Fresh Bars

& Salateries

Other

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Kofola Group

3. KOFOLA GROUP

3.3. GROUP STRUCTURE

Group structure chart as at 31 December 2023

Description of the group companies

Name of entity	Place of business	Segment	Principal activities	Ownership interest and
		Section B.4.1		voting rights
				31.12.2023	31.12.2022
Holding companies
Kofola ČeskoSlovensko a.s.	Czech Republic	CzechoSlovakia	top holding company

Cafe Dorado s.r.o.*	Czech Republic		Fresh & Herbs
PIVOVARY TRIANGL s.r.o.***	Czech Republic		n/a
Bilgola fresh s.r.o.*****	Czech Republic		Fresh & Herbs
Production and trading
Kofola a.s.	Czech Republic		CzechoSlovakia
Kofola a.s.	Slovakia		CzechoSlovakia
UGO trade s.r.o.******	Czech Republic		Fresh & Herbs
RADENSKA d.o.o.	Slovenia		Adriatic
Studenac d.o.o.	Croatia		Adriatic
Premium Rosa Sp. z o.o.	Poland		Fresh & Herbs
LEROS, s.r.o.	Czech Republic		Fresh & Herbs
Leros Slovakia, s.r.o.	Slovakia		Fresh & Herbs
F.H.Prager s.r.o.	Czech Republic		CzechoSlovakia
Semtex Republic s.r.o.	Czech Republic		CzechoSlovakia
Zahradní OLLA s.r.o.**	Czech Republic		n/a
FILIP REAL a.s.***	Czech Republic		n/a
Bylinkárna s.r.o.	Czech Republic		Fresh & Herbs
General Plastic, a. s.****	Slovakia		CzechoSlovakia
AGRITROPICAL S.A.S.*****	Colombia		n/a
Transportation
SANTA-TRANS s.r.o.	Czech Republic		CzechoSlovakia

holding company holding company holding company

production and distribution of non-alcoholic beverages production and distribution of non-alcoholic beverages operation of Fresh bars chain, production of salads production and distribution of non-alcoholic beverages production and distribution of non-alcoholic beverages production and distribution of syrups and jams

production and distribution of products from medicinal plants and

quality natural teas distribution of products from medicinal plants and quality natural teas

production and distribution of ciders and kombucha

marketing activities

production and distribution of self-watering clay pots hotel operation

products completion and packaging

production of hot-washed PET

flakes and PET preforms coffee plantations

road cargo transport

50.00% n/a

51.00% n/a

100.00% n/a

100.00% 100.00%

100.00% 100.00%

90.00% 90.00%

100.00% 100.00%

100.00% 100.00%

100.00% 100.00%

100.00% 100.00%

100.00% 100.00%

100.00% 100.00%

100.00% 100.00%

34.00% n/a

100.00% n/a

100.00% 100.00%

33.33% n/a

25.00% n/a

100.00% 100.00%

• Established in Jun 2023. ** Acquired in Sep 2023. *** Established in Nov 2023. **** Acquired in May 2023. ***** Acquired in Dec 2023.
  ****** Effective share of Kofola Group in UGO trade s.r.o. is 100% after the acquisition of Bilgola fresh s.r.o. in Dec 2023.

Kofola ČeskoSlovensko Group

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Consolidated annual financial report 2023

Kofola Group