Agria Group Holding AD

Annual / Quarterly Financial Statement • Jun 8, 2023

AGRIA GROUP HOLDING AD SEPARATE FINANCIAL STATEMENTS ANNUAL REPORT December 31, 2022 AGRIA GROUP HOLDING AD Separate financial statements as at December 31, 2022 2 CONTENTS: SEPARATE STATEMENT OF FINANCIAL POSITION ..........................................page 3 SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME..................................................................................................................page 4 SEPARATE STATEMENT OF CHANGES IN EQUITY ..........................................page 5 SEPARATE CASH FLOW STATEMENT ................................................................page 6 NOTES TO THE SEPARATE FINANCIAL STATEMENTS ....................................page 7 SEPARATE ANNUAL REPORT ............................................................................. page 38 INFORMATION UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 ............................................................................................................................... page 90 DECLARATION ON CORPORATE GOVERNANCE ........................................... page 92 REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE APPLICATION OF THE REMUNERATION POLICY......................................... page 103 DECLARATION under Article 100n (4), Item. 4 of POSA ................................... page 111 AGRIA GROUP HOLDING AD ______________ 31.12.2022 31.12.2021 BGN'000 BGN'000 ASSETS Non-current assets Property, plant and equipment 4 8 502 6 335 Intangible assets 5 97 106 Investments in subsidiaries 6 103 908 82 106 Investments in associated companies 7 505 507 Total non-current assets 113 012 89 054 Current assets Trade and other receivables 8 35 837 25 993 Cash and cash equivalents 9 641 196 Total current assets 36 478 26 189 Total assets 149 490 115 243 EQUITY AND LIABILITIES Equity Share capital 10 6 800 6 800 Share buy-back (1 390) - Reserves 11 18 949 17 176 Retained earnibgs 74 040 34 329 Total equity 98 399 58 305 Non-current liabilities Non-current portion of interest bearing bank loan 12 16 909 23 563 Deferred tax liabilities 13 506 310 Non-current portion of obligations under leasing contracts 14 352 421 Total non-current liabilities 17 767 24 294 Current liabilities Short-term bank loans 15 21 548 22 927 Trade loans 16 4 638 2 906 Current portion of non-current interest bearing bank loans 12 6 680 6 543 Current portion of obligations under leasing contracts 14 283 178 Trade and other liabilities 17 175 90 Total current liabilities 33 324 32 644 Total liabilities 51 091 56 938 Total equity and liabilities 149 490 115 243 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. No: 086 Reg. No: 0601 Iliya Iliev Manager Audit report date March 21, 2023 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF FINANCIAL POSITION as at December 31, 2022 _____________ Separate financial statements as of December 31, 2022 3 AGRIA GROUP HOLDING AD ____________ Year ended Year ended 31.12.2022 31.12.2021 BGN'000 BGN'000 Income from sales 18 537 443 Other income 19 19 9 Personnel expenses 20 1 104 762 Hired serviced 21 694 420 Depreciation and amortisation 4, 5 391 271 Materials expenses 22 153 112 Other operating expenses 23 493 68 Total operating expenses 2 835 1 633 Financial income 24 45 856 4 706 Financial expenses 25 (1 400) (1 440) Profit before tax 42 177 2 085 Income tax benefit/(expense) 26 4 1 Profit for the period 42 181 2 086 Other components of comprehensive income: Components which will not be reclassified in profit or loss: Profit from revaluation of property, plant and equipment 2 003 - Income tax related to the other components of comprehensive income (200) - Other comprehensive income, net of taxes 1 803 - Total comprehensive income for the period 43 984 2 086 Earnings per share (BGN) 27 6,203 0,307 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. No: 086 Reg. No: 0601 Iliya Iliev Manager Audit report date March 21, 2023 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF PROFIT OR LOSS for the year ended December 31, 2022 AND OTHER COMPREHENSIVE INCOME ____________ Separate financial statements as of December 31, 2022 4 AGRIA GROUP HOLDING AD ____________________ Share Shares Законови Revaluation Premium Retained Total capital buy-back резерви reserve reserve earnings BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 Balance as of January 1, 2021 6 800 - 680 2 828 13 668 33 243 57 219 Profit for the period - - - - - 2 086 2 086 Total comprehensive income for the period - - - - - 2 086 2 086 Dividends distributed - - - - - (1 000) (1 000) Balance as of December 31, 2021 6 800 - 680 2 828 13 668 34 329 58 305 Profit for the period - - - - - 42 181 42 181 Other comprehensive income, net of taxes - - 1 803 - - 1 803 Total comprehensive income for the period - - - 1 803 - 42 181 43 984 Share buy-back - (1 390) - - - - (1 390) Revaluaiton reserve written-off - - - (30) - 30 - Dividends distributed - - - - - (2 500) (2 500) Balance as of December 31, 2022 6 800 (1 390) 680 4 601 13 668 74 040 98 399 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. No: 086 Reg. No: 0601 Iliya Iliev Manager Audit report date March 21, 2023 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF CHANGES IN EQUITY for the year ended December 31, 2022 __________________ Separate financial statements as of December 31, 2022 5 AGRIA GROUP HOLDING AD ______________ Year ended Year ended 31.12.2022 31.12.2021 BGN'000 BGN'000 Cash and cash equivalents as at January 1 196 427 Cash flows from operating activities Proceeds from customers and other debtors 709 898 Payments to suppliers and other creditors (1 663) (1 700) Payments related to personnel (1 132) (736) Taxes paid (52) (23) Taxed refundabe 98 27 Net cash flows from operating activities (2 040) (1 534) Cash flows from investing activities Dividends received 29 815 3 465 Sales of property, machinery and equipment 31 - Purchases of property, machinery and equipment (42) (37) Payments related to investements (21 800) (2) Net cash flows from investing activities 8 004 3 426 Cash flows from financing activities Current bank loans received/(paid) (1 586) (118) Non-current bank loans received, net - 6 000 Non-current bank loans paid (6 526) (6 473) Trade loans granted, net 3 371 10 894 Trade loans received, net 1 930 (10 461) Interest received 3 059 678 Loan interest paid (1 378) (1 255) Payments related to share buy-back (1 390) - Dividends paid (2 500) (1 000) Payments related to lease contracts (290) (212) Bank fees and commissions paid (207) (175) Net cash flows from financing activities (5 517) (2 122) Changes in cash and cash equivalents during the period 447 (230) Net effect of exchange rate differences (2) (1) Cash and cash equivalents at period end 641 196 Emil Raykov (Executive Director) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. No: 086 Reg. No: 0601 Iliya Iliev Manager Audit report date March 21, 2023 The accompanying notes are an integral part of these financial statements. SEPARATE CASH FLOW STATEMENT for the year ended December 31, 2022 Asya Yordanova (Chief accountant) ______________ Separate financial statements as of December 31, 2022 6 NOTES TO THE SEPARATE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 8 NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 1. Incorporation and registration. Legal status and legal framework. “AGRIA GROUP HOLDING” AD (the Company) is registered with decision 7350 on August 28, 2007 in Varna District Court under file No 3 point 833 page 10 company case 3875/2007. The Company’s seat and management address is Varna, 111 Knyaz Boris I Blvd., Business Center, 9th floor. The main activity of the Company comprises management and control of subsidiaries. As of 2007 the Company's shares are listed for trading on the Bulgarian Stock Exchange, and it has the status of a public company. The Company has one-tier management system and is managed by a Board of Directors and is represented by an Executive Director. These separate financial statements were approved for issue by the Company ’s management on March 21, 2023. 2. Basis of preparation of the financial statements and accounting principles. 2.1. Applicable general framework for financial statements The Company mantains its current accounting and prepares its financial statements in compliance with the requirements of the Bulgarian commercial and accounting legislation. These financial statements have been prepared in accordance with the requirements of International Accounting Standards (IAS), published by the International Accounting Standards Board and adopted by the European Union. As of 31 December 2022, IASs include International Accounting Standards, International Financial Reporting Standards (IFRSs), Interpretations of the Standing Interpretations Committee and Interpretations of the Interpretations Committee of IFRSs. IASs are reissued each year and are valid only for the year of issue and include all changes, as well as new standards and interpretations. A major part of them is not applicable to the Company’s activities due to the specific matters disc ussed in them. 2.2. Initial adoption of new and amended IFRSs that are effective for the current reporting period (in full). The management has reviewed the changes to existing accounting standards that became effective from 1 January 2022 and believes that they do not impose significant changes to the accounting policies applied during the current year. (a) Initial adoption of new amendments to existing standards that become effective in the current reporting period. The Company has applied for the first time certain standards and amendments that are effective for annual periods beginning on or after 1 January 2022. The company has not applied any standard, interpretation, or amendment that has been published but is not yet effective. These include IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as well as Annual Improvements 2018-2020. The amendments become effective for annual periods beginning on or after 1 January 2022, with early adoption permitted. The IASB has published amendments with narrow scope to IFRSs as follows: AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 9 2. Basis of preparation of the financial statements and accounting principles (continued) 2.2. Initial adoption of new and amended IFRSs that are effective for the current reporting period (in full) (continued) IFRS 3 Business Combinations (Amendments) - updates the reference to the previous version of the Conceptual Framework for Financial Reporting for SMEs in MSFO 3 with a reference to its current version published in 2018, with no significant changes to the accounting requirements for business combinations. These amendments have not had an impact on the Company's financial statements. IAS 16 Property, Plant and Equipment (Amendments) - prohibits companies from deducting from the cost of acquisition of property, plant, and equipment any receipts from the sale of items produced while the asset is being brought to the location and condition necessary for it to function as intended by management. Instead, companies recognize these sales proceeds and related production costs in profit or loss. These amendments have not had an impact on the Company's financial statements. IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendments) - specifies which costs the entity should include when determining the price for fulfilling a contract for the purposes of assessing whether the contract is onerous. The amendments clarify that costs directly related to a contract for the provision of goods or services include both the entity's directly attributable costs and an allocation of costs that are directly related to fulfilling the contract. Annual Improvements 2018-2020 - introduce minor changes to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture, and the illustrative examples accompanying IFRS 16 Leases. These changes have not had an impact on the Company's financial statements. IFRS 16 Leases - COVID-19-Related Rent Concessions after June 30, 2021 (Amendment) The amendment is applicable for annual reporting periods beginning on or after April 1, 2021, with earlier application permitted, including in financial statements that have not yet been approved for issue at the date of issuance of the amendment. In March 2021, the Board amended the practical expedient in IFRS 16 that provides lessees with relief in applying the requirements in IFRS 16 for lease modifications that result in rent concessions directly related to the COVID- 19 pandemic. Following the amendment, the practical expedient is now applicable to rent concessions in which any reduction in lease payments affects only payments originally due on or before June 30, 2022, provided that all other conditions for applying the practical expedient are met. These changes have not had an impact on the Company's financial statement. (b) Published standards that are not yet in force and have not been previously adopted. The newly published and revised standards and their clarifications that are not yet in force as of the date of issuance of the Company's financial statements are disclosed below. The Company intends to apply these new and revised standards and clarifications, provided they are applicable, when they become effective. IFRS 17 Insurance contracts In May 2017, the IASB published IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts that covers recognition and measurement, presentation, and disclosure. The standard becomes effective for annual periods beginning on or after January 1, 2023. Early adoption is permitted provided that the entity also applies IFRS 9 by the date it first applies IFRS 17. This is a comprehensive new accounting standard for insurance contracts that covers recognition and measurement, presentation, and disclosure. IFRS 17 applies to all types of insurance contracts, as well as certain guarantees and financial instruments representing investment contracts with discretionary participation features. This standard is not applicable to the Company. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 10 2. Basis of preparation of the financial statements and accounting principles (continued) 2.2. Initial adoption of new and amended IFRSs that are effective for the current reporting period (in full) (continued) Changes to IAS 1: Presentation of Financial Statements and Illustrative Examples for IFRS 2: Disclosure of Accounting Policies. In January 2021, the IASB published amendments to IAS 1 and the Practice Statement on Management Commentary to IFRS 2 Ma king judgements on the materiality level , providing guidance and examples to assist entities in making materiality assessments when disclosing accounting policies. The amendments aim to support entities in providing more useful accounting policy disclosures by: • • Replacing the requirement for companies to disclose their "material" accounting policies with a requirement to disclose their "significant" accounting policies; and • • Adding guidance on how entities should apply the materiality concept when making decisions about accounting policy disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. Earlier application of the amendments to IAS 1 is permitted to the extent that this fact is disclosed. The Company will analyze and evaluate the effects of the new amendments on its financial condition or results of operations. Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates In February 2021, the Council published amendments to IAS 8, introducing a new definition of "accounting estimates". The amendments clarify the difference between changes in accounting estimates and changes in accounting policies and correction of errors. They also clarify how entities use estimation techniques and input data to develop accounting estimates. The amended standard explains that the effects on a particular accounting estimate resulting from changes in input data or estimation techniques represent changes in accounting estimates if they do not lead to the correction of errors from a prior period. The Council retains the aspect of the definition of accounting estimates that changes in accounting estimates can result from new information or new developments. The amendments take effect for annual reporting periods beginning on or after January 1, 2023, with early adoption permitted. The company will analyze and evaluate the effects of the amendments on its financial position or results of operations. Amendments to IAS 12 Income taxes: Deferred tax related to assets and liabilities arising as a result of a transaction. In May 2021, the Council published amendments to IAS 12, which narrow the scope of permitted exceptions to initial recognition under IAS 12, so they are no longer applicable to transactions that give rise to equal taxable and tax-deductible temporary differences. The amendments clarify that when payments that settle a liability are recognized for tax purposes, it is a matter of judgment whether those tax deductions can be attributed to the recognized financial liability or the related asset. This judgment is important in determining whether there is a temporary difference in the initial recognition of the asset and liability. According to the amendments, exceptions to initial recognition are not applicable to transactions that, at initial recognition, give rise to equal taxable and tax-deductible temporary differences. They are only applicable if the recognition of a lease asset and lease liability (or a decommissioning liability and a component of the asset subject to decommissioning) gives rise to taxable and tax-deductible temporary differences that are not equal. The amendments come into effect for annual reporting periods beginning on or after January 1, 2023. The entity must apply the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. Additionally, at the beginning of the earliest comparative period presented, the entity must also recognize a deferred tax asset (provided sufficient taxable profit is available) and deferred tax liability for all deductible and taxable temporary differences related to leases and decommissioning obligations. The company will analyze and assess the effects of the amendments on its financial position or results of operations. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 11 2. Basis of preparation of the financial statements and accounting principles (continued) 2.2. Initial adoption of new and amended IFRSs that are effective for the current reporting period (in full) (continued) Amendments to IAS 1: Classification of liabilities to current and non-current In January 2020, the Bulgarian National Accounting Standards (NAS) published amendments to paragraphs 69 to 76 of NAS 1, which specifically address the requirements for classifying assets as current or non-current. The amendments clarify the following: • "Right to defer settlement" refers to the company's ability to delay settling a liability. • It is required that the right to defer settlement exists at the end of the reporting period in order for a liability to be classified as non-current. • Т he classification is not affected by the probability of the company exercising its right to defer settlement. • Only if a derivative embedded in a convertible liability is by itself a capital instrument, the liability's conditions will not impact its classification. In July 2021, the Council adopted a preliminary decision to propose several amendments to the clarifications provided in January 2020. In particular, the Council decided to propose that if the right to deferred settlement for a period of at least twelve months is subject to the company meeting certain conditions after the reporting date, those conditions do not affect whether the right to deferred settlement exists at the reporting date for the purposes of classifying a liability as current or non-current. Additional disclosure requirements will be applicable in such circumstances. The Council also took a preliminary decision to defer the effective date to no earlier than 1 January 2024 (from 1 January 2023). The Company shall analyse and evaluate the effects of changes over the financial statements and the results of the activities. Amendments to IFRS 16 Leases: Lease liabilities under lease back transactions In September 2022, the Bulgarian National Accounting Standards Board (NASB) published amendments to IFRS 16 Leases: Lease liability in sale and leaseback transactions. The amendments are intended to enhance the requirements that a seller-lessee uses to assess the lease liability arising from a sale and leaseback transaction under IFRS 16, without changing the accounting for leases that are not related to these transactions. Specifically, the seller-lessee determines the 'lease payments' or 'adjusted lease payments' in such a way as to not recognize any profit or loss related to the right of use that it retains. However, these requirements do not prevent the seller- lessee from recognizing any profit or loss related to the partial or full termination of the lease in the profit or loss. The seller-lessee applies the amendment retrospectively in accordance with IAS 8 for sale and leaseback transactions entered into after the date of initial application, which is the beginning of the annual reporting period in which the entity first applied IFRS 16. The amendments are effective for annual periods beginning on or after January 1, 2024, with earlier application permitted. The amendments have not yet been endorsed by the European Union. The company will analyze and evaluate the effects of the amendments on its financial position or results of operations. Amendments in IFRS 10 and IAS 28 – Sale or contribution of assets between and onvestor and its associate or joint venture In December 2015, the IASB decided to defer the effective date of the amendments to a future date by which it had finalized any amendments arising from the Council's project on the equity method of accounting. The amendments address the conflict between IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures regarding the accounting for the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 12 2. Basis of preparation of the financial statements and accounting principles (continued) 2.2. Initial adoption of new and amended IFRSs that are effective for the current reporting period (in full) (continued) The changes clarify that the full amount of profit or loss is recognized when the transfer to the associated or joint venture includes a business as defined in IFRS 3. However, any profit or loss arising from the sale or contribution of assets that do not constitute a business is only recognized to the extent of the investors' non-controlling interests in the associated or joint venture. The changes have not yet been adopted by the EU. The company will analyze and assess the effects of the changes on its financial position or results of operations. 2.3. Accounting principles The Company's individual financial statements are prepared using the going concern basis of accounting. This basis assumes that the Company will continue to exist for the foreseeable future. Management has no plans or intentions to sell the business or cease operations, which could significantly change the carrying value or classification of assets and liabilities reflected in the financial statements. The valuation of assets and liabilities and the measurement of revenues and expenses are carried out using the historical cost principle. This principle is modified in certain cases with the revaluation of certain assets and/or liabilities to their fair value as of December 31 of the current or previous year, as indicated in the relevant sections below. 2.4. Subsidiaries. Consolidation A subsidiary company is a company that is controlled by the parent company. Control is the power to manage the financial and operational policies of the subsidiary company, with the aim of extracting benefits from its activities. As of December 31, 2022, the company owns capital investments in subsidiary and associated companies registered in the country. In the current individual financial statement, investments in the subsidiary companies are presented at acquisition cost and this statement does not represent a consolidated financial statement within the meaning of IFRS 10 Consolidated Financial Statements . In order to gain a complete understanding of the financial position, performance, and changes in the financial position of the group as a whole, users of this individual financial statement need to read it together with the consolidated financial statement of the company for the financial year ending on December 31, 2022. The company prepares consolidated financial statements, which are presented in accordance with regulatory requirements and practices in our country, following the approval of the individual financial statements. 2.5. Functional and presentation currency Functional currency is the currency of the primary economic environment in which a business operates and where its cash flows are mainly generated and utilized. It reflects the primary transactions, events, and conditions significant to the business. The company keeps its accounting and prepares its financial statements in the national currency of the Republic of Bulgaria – Bulgarian Lev (BGN). This is the currency adopted as official in the primary economic environment in which the company operates. Since January 1, 1999, BGN has been pledged to the EUR at a fixed exchange rate of Euro 1: BGN 1.95583. The reporting currency in this individual financial statement is also BGN. Unless otherwise stated, the financial statement is prepared and presented in thousands of BGN. 2.6. Foreign currency Transactions denominated in foreign currency are initially recorded at the official exchange rate of the Bulgarian National Bank (BNB) prevailing on the date of transaction. Exchange rate differences arising upon the settlement of monetary items or upon restatement of these items at rates, different from those that were initially recognised, are recognised in the separate statement of profit or loss and other comprehensive income for the period. Monetary items in foreign currencies as at December 31, 2022 and December 31, 2021 are stated in these financial statements using the closing exchange rates of Bulgarian National Bank (BNB) AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 13 2. Basis of preparation of the financial statements and accounting principles (continued) 2.6. Foreign currency The closing exchange rate of BGN to USD at the end of the current and prior reporting period is as follows: December 31, 2021: 1 USD = BGN 1.72685 December 31, 2022: 1 USD = BGN 1.83371 2.7. Accounting estimates and reasonable assumptions The IAS application requires the company's management to apply certain accounting assumptions and estimates when preparing the annual financial statements and determining the value of some of the assets, liabilities, revenues, expenses, and contingent assets and liabilities. All of these are made based on the best estimate made by management as of the date of preparation of the financial statements. Actual results could differ from those presented in the current financial statements. 2.8. Comparaive figures According to Bulgarian accounting legislation, the financial year ends on December 31st and companies are required to submit annual financial statements by the same date, along with comparative data for the previous year as of that date. If necessary, the data presented for the previous year is adjusted to provide better comparability with the data for the current period. 3. Definition and valuation of the financial statements elements 3.1. Property, plant and equipment Property, plant and equipment and intangible assets, except for farmland, are stated in the statement of financial position at cost (acquisition cost) less accumulated depreciation and possible impairment losses. 3.1.1. Initial recognition Upon their initial acquisition property, plant and equipment and intangible assets are valued at cost, which comprises the purchase price, customs duties and any directly attributable costs of bringing the asset to working condition for its intended use. The directly attributable costs mainly are: cost of site preparation, initial delivery and handling costs, installation costs, professional fees for people involved in the project, non-refundable taxes, etc. The Company has set a value threshold of BGN 700 below which the acquired assets, regardless of having the features of non-current assets, are treated as current expenses at the moment of their acquisition. Property, plant and equipment acquired through government grants are measured at fair value at the date of acquisition. 3.1.2. Subsequent expenses Repair and maintenance costs are recognized as current expenses when incurred. Subsequent expenses incurred in relation to property, plant and equipment that have the nature of replacement of certain components, significant parts and aggregates, or improvements and restructuring, and meet the requirements for asset recognition are capitalized in the carrying amount of the respective asset and its residual useful life is reviewed as at the capitalization date. At the same time, the non-depreciated amount of the components replaced is derecognised from the carrying amount of the assets and is recognised as current expenses for the period of restructure. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 14 3. Definition and valuation of the financial statements elements (continued) 3.1. Property, plant and equipment (continued0 Depreciation of property, plant and equipment and intangible assets is charged on a straight-line basis. The depreciation rates of fixed assets are determined by the management on the basis of their estimated useful lives. Depreciation is not charged on land, fully depreciated assets and assets in the process of acquisition or for assets classified as held for sale in accordance with the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The following depreciation rates have been applied by group of assets presented in years of useful life: 2022 2021 Administrative and commercial buildings 25 25 Machinery and equipment 3.33 3.33 Vehicles 4 4 Computers, peripherals, software 2 2 Office equipment 6.67 6.67 Other fixed assets 6.67 6.67 Intangible assets 6.67 6.67 3.2. Impairment of property, plant and equipment and intangible assets At the end of each year, a review of the carrying amount of fixed assets that is not carried at fair value is performed to determine whether there is any indication of impairment. If any, the Company calculates the recoverable amount of the asset to determine the amount of the impairment loss. Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset (or cash- generating unit) is estimated to be less than its carrying amount, the latter is reduced to the recoverable amount of the asset (cash-generating unit). An impairment loss is recognized as an expense in the statement of profit or loss and other comprehensive income when incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income in the statement of profit or loss and other comprehensive income when incurred, unless the relevant asset is carried at revalued amount, in which case the reversal of the impairment loss is treated as an increase in the revaluation reserve. 3.3. Investments in subsidiaries and associates Non-current investments, comprising stocks and shares in subsidiaries and associates, are presented in the separate financial statements at acquisition cost (at cost), which is the fair value of the remuneration paid, including the direct costs connected with the acquiring of the investment less the accumulated impairment. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 15 3. Definition and valuation of the financial statements elements (continued) 3.3. Investments in subsidiaries and associates (continued) Investments in subsidiaries and associates held by the entity are subject to annual review for impairment. If conditions for impairment appear, it is recognized in the statement of profit or loss and other comprehensive income (in the profit or loss for the year). Upon purchase and sale of investments in subsidiaries and associates, the entity applies the “closing date “of the transaction. Investments are derecognized when the rights deriving from them are transferred to other parties when the legal grounds for that occurrs and thus the control over the economic benefits from the respective particular type of investments is considered lost. Profit/(loss) from the selling of such investments is presented respectively as “financial income “or “financial expenses” in the statement of profit or loss and other comprehensive income (in the profit or loss for the year). 3.4. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The financial assets and financial liabilities are recognized in the statement of financial position when the entity becomes a party in the contractual relationship of the respective financial instrument generating this asset or liability. Financial assets are written-off from the statement of financial position after the contractual rights for receiving monetary flows have expired or the assets have been transferred and their transfer satisfies the requirements for derecognition in accordance with IFRS 9 Financial instruments. Financial liabilities are written-off from the statement of financial position only when they have been repaid, i.e. the obligation specified in the contract has been annulled, cancelled or expired. The Company’s operations do not presuppose the existence of various financial instruments. The main financial instruments included in the Company’s Statement of Financial Position are presented further below. 3.4.1. Trade and other receivables Trade receivables are amounts due by clients for goods and services sold in the routine course of business. Usually, those are payable within a short period of time and are consequently classified as current. Trade receivables are recognized initially in the amount of the due unconditional consideration, unless they contain considerable financing components. The Company holds trade receivables with the aim of collecting the contractual cashflows and therefore measures those at amortized cost using the effective interest method. Discounting is not performed in cases where its effect is insignificant. As at the date of preparing the financial statements, the Company assesses whether there is objective evidence for impairment with regard to the trade receivables which are of individual significance. Impairment is being reported in case there is objective evidence that the company will not be able to collect all amounts, in accordance with the initial conditions pertaining to the respective receivable. The amount of impairment is the difference between the carrying value and recoverable value. The recoverable amount represents the present value of expected cash flows, discounted at the effective interest rate. The amount of impairment of trade receivables in the current period is recognized as income and expense. When collection is expected to be received within one year, it is recognized as a current asset. In other cases, receivables are recognized as non-current assets. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 16 3. Definition and valuation of the financial statements elements (continued) 3.4. Financial instruments The future cash flows determined for a group of financial assets that are collectively assessed for impairment are based on historical information related to financial assets with credit risk characteristics similar to the characteristics of the group of financial assets. Assets that are individually impaired are not included in a group for impairment assessment. The Company uses a simplified approach when reporting impairments of trade and other receivables and recognizes impairment losses as expected credit losses for the entire period. These represent the expected shortage of contractual cashflows while taking into account the probability for non-performance at any moment of the financial instrument’s tenor. Significant financial difficulties of the debtor, probability of bankruptcy and liquidation, financial restructuring or inability to repay the debt (more than 30 days) are considered as an indicator that the trade receivable should be impaired. Upon measuring the anticipated credit losses under trade receivables, the Company has used a provision matrix, as well as its expertise in the field of credit losses under trade receivables and receivables from provided loans, in order to measure as estimates the expected credit losses over the financial assets’ entire tenor. The essential part of contracts with clients as well as receivables under provided loans are concluded with trade companies which are related parties and as a result the management assesses the probability of occurrence of credit losses as low. The performed analysis proves this assessment and as a result no accrual of provisions for eventual credit losses is needed after the introduction of the new IFRS 9. 3.4.2. Cash and cash equivalents Cash and cash equivalents in BGN are stated at nominal value and cash denominated in foreign currency – at the closing exchange rate of BNB as at the end of each reporting period. For the purposes of preparing the cash flow statement, cash and cash equivalents are cash in hand and at banks. 3.4.3. Loan payables Interest-bearing loans are initially recognised at fair value calculated through reduction of received cash proceeds by inherent transaction costs. Following initial recognition, interest-bearing loans are measured at amortised cost where any difference between the initial value and the value at maturity date is reported in the profit or loss statement for the period of loan utilisation applying the effective interest rate method. No amortisation applies to received interest-bearing loans characterised with lack of transaction costs upon origination. Received bank overdrafts where the debtor may periodically utilise or repay the loan within a preliminary defined limit are treated in the same manner. Financial expenses, including direct borrowing costs, are included in profit or loss using the effective interest method, except for transaction costs on bank overdrafts, which are recognized in profit or loss on a straight-line basis over the period, for which the agreed overdraft. Interest-bearing loans are classified as current when they are to be settled within twelve months after the end of the reporting period. 3.4.4. Payables to suppliers, other non-current payables and advances received Trade and other liabilities arise as a result of received goods or services. No amortisation applies to short-term payables. Trade payables are recognized initially at fair value, while subsequently at amortized cost, using the effective interest rate method. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 17 3. Definition and valuation of the financial statements elements (continued) 3.5. Share capital The share capital of the Company is presented at nominal value and corresponds to its current legal registration. The share buy-back is presented in the statement of financial position at cost (acquisition price) as the share capital of the Company is reduced with the gross purchasing amount. 3.6. Reserves The reserves presented in the statement of financial position comprise the financial results capitalized in previous years and the premium reserve formed from issuing shares as well as reserves from the revaluation of some of the property, plant and equipment (see note 3.1). The shareholders of the Company may dispose of the capital reserves after resolution of the general meeting. Revaluated reserves are recognized as realized through transferring in non- distributed profit after the respective asset has been taken out of operational use. 3.7. Government grants Government grants related to long-term assets and for compensation of expenses incurred by the Company are recognized as deferred income, when there is sufficient assurance that they will be received and that the Company will be able to meet all related requirements. The income for such grants is recognized in the statement of profit or loss and other comprehensive income on a systematic basis over the useful life of the asset. Government grants received as compensation for expenses incurred by the company are recognized in the income statement and other comprehensive income during the period in which the expenses are incurred. 3.8. Leases At the effective date of the contract, the Company assesses whether the contract represents or contains a lease. Namely, whether the contract transfers the right to control the use of the identified asset for a certain period of time. The Company as lessee The Company applies a uniform approach for the recognition and measurement of all leases, except for short-term leases (ie leases with a lease term of up to 12 months) and leases of low value assets. The Company recognizes lease obligations to pay the lease payments and rights-of- use assets that represent the right to use the assets. Right-of-use assets The Company recognizes right-of-use assets from the commencement date (i.e. the date on which the underlying asset is available for use). Right-of-use assets are measured at cost less accumulated amortization and impairment losses and adjusted for any revaluation of the lease liability. The cost of acquisition of the right-of-use assets includes the amount of the recognized lease obligations, the initial direct costs incurred and the lease payments made on or before the commencement date, an estimate of the costs to be borne by the lessee in the dismantling and relocation of the asset, restoration of the site on which it is located, or recovery of the asset to the condition required under the terms of the lease, less any leasing incentive received. Right- of-use assets are depreciated on a straight-line basis over the lease term. If at the end of the lease term the ownership of the leased asset is transferred to the Company, or the acquisition price reflects the exercise of a purchase option, the depreciation is calculated using the expected useful life of the asset. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 18 3. Definition and valuation of the financial statements elements (continued) 3.8. Leases (continued) Lease obligations From the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the lease payments that will be made for the lease term. Lease payments include fixed installments (including fixed payments substantially) less any leasing incentives, variable lease payments that depend on an index or interest rate, and amounts expected to be paid on guarantees for residual value. Leasing payments also include the cost of exercising a purchase option that is reasonably certain to be exercised by the Company as well as payments of penalties for termination of the lease if the lease term reflects the exercise by the Company of the option for termination. Variable lease payments that are independent of index or interest rate are recognized as an expense over the period in which the event or condition that triggers the payment occurs. When calculating the present value of lease payments, the Company uses an intrinsic interest rate on loans at the commencement date of the lease because the interest rate on the lease cannot be reliably determined. After the commencement date, the amount of the lease liabilities increases with interest and decreases with the lease payments made. In addition, the carrying amount of the lease liability is revalued if there is a modification, a change in the lease term, a change in the lease payments (for example, changes in future payments resulting from a change in the index or the interest rate used to determine these lease payments). or a change in the valuation of the option to buy the underlying asset. Short-term leases and low-value asset leases The Company applies the exemption from the recognition of short-term leases in respect of its short-term leases on buildings (for example, leases with a lease term of 12 months or less from the commencement date and which do not include an option to purchase). The Company also applies the exemption from the recognition of low value asset leases to the lease of office equipment which is considered of low value. Payments for short-term leases and leases of low- value assets are recorded as an expense on a straight-line basis over the lease term. 3.9. Employee benefit obligations 3.9.1. Defined benefit plans The Bulgarian government is responsible for providing pensions under plans for defined pension contributions. The Company’s expenses related to payment of contributions under these plans are recognized in the statement of profit or loss and other comprehensive income for the period when they occur. 3.9.2. Annual paid leave The Company recognizes as liability the non-discounted amount of the estimated expenses for annual paid leave, expected to be paid to the employees for the past reporting period. 3.9.3. Defined benefit plans Pursuant to the requirements of the Labour Code, upon termination of the employment contract the employees are entitled to retirement benefits amounting to two gross monthly salaries when the overall length of service of the employee in the Company is less than ten years, or six gross monthly salaries when the overall length of service is more than 10 consecutive years. The Company has considered that the amount of the estimated retirement benefit obligations is insignificant, thus it was not stated in these financial statements. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 19 3. Definition and valuation of the financial statements elements (continued) 3.10. Income and expenses recognition 3.10.1. Income from sales of services and other income Revenues from sales and operating expenses are accrued at the time of their occurrence, regardless of cash receipts and payments. The reporting and recognition of income and expenses is performed in compliance with the requirement for a cause-and-effect relationship between them. Income is measured at the fair value of the consideration received or due to be received, less the amount of all granted discounts. The Company recognizes income when the income amount can be reliably measured in the cases when the Company can obtain future economic benefits and also when it meets particular criteria for each activity of the Company, as specified further below. The amounts collected on behalf of third parties, such as sales taxes like the value added tax, are excluded from the income. (a) Rental income from farmland and other assets Income from rentals and leases of assets is recognized for the reporting period during which the farmland or the respective other asset has been leased. (b) Income from rendered services Income from rendered services (administrative and others) is recognized on a monthly basis for the reporting period to which it refers. Income from government donations related to compensation for incurred expenses are recognized in the current profit or loss on a systematic basis for the same period during which the expenses were also recognized. Income from government donations related to compensation for investment expenses for the acquisition of an asset are recognized in the current profit or loss on a systematic basis for the entire period of the asset’s useful life, usually in the amount of the amortization recognized as expense. The profit (loss) from the sale of property, plant and equipment, intangible assets and materials is stated as other income (expense). In the event of an exchange of assets , income (expense) is being reported from the exchange transaction in the amount of the difference between the fair value of the received asset and the carrying amount of the exchanged. When economic benefits are expected to arise over several financial periods and their relatedness to the income may be defined only in general or indirectly, expenses are recognised in the profit or loss based on procedures for systematic and rational allocation. 3.10.2. Financial income and expenses Loan expenses, which may directly be posted to an asset for which the acquisition process, construction or production prior to its becoming ready for its intended use, or sale, necessarily takes a considerable period of time, should be capitalized as part of the value of that same asset. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 20 3. Definition and valuation of the financial statements elements (continued) 3.10. Income and expenses recognition (continued) All other financial income and expenses are reported through profit or loss for all instruments measured at amortized cost using the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and for allocating the profit or cost for interest rates during the respective period. The effective interest method is that where expected future cash payments or income are discounted during the life of the financial instrument or in certain cases for a shorter period, from the carrying amount of the financial asset or liability. During the calculation of the effective interest rate, the Company assesses the cash flows by taking into account all contractual conditions of the financial instrument, however, without including potential future credit losses resulting from impairment. The calculation includes fees, transaction costs, premiums or discounts paid or received between the parties to the contract, which are an integral part of the effective interest rate. All other financial income and expenses are reported through profit or loss for all instruments, measured at amortized cost using the effective interest rate method. 3.11. Corporate income tax The income tax expense represents the sum of the tax currently payable and the tax effect on the temporary tax differences. The tax currently payable is based on taxable profit for the period by applying the effective tax rate in compliance with the applicable tax legislation as at the financial statements date. Deferred tax assets and/or liabilities represent the amount of recoverable and payable income taxes calculated for future reporting periods regarding deductible and taxable temporary differences. Temporary tax difference is the difference between the carrying amount of an asset or liability presented in the statement of financial position and its tax basis, derived from the taxation rules. Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are calculated and are recognized for all taxable temporary differences, while deferred tax assets are recognized only if reversal is probable and if sufficient taxable profit will be available, against which deductible temporary differences can be deduted. The effect of deferred tax assets and/ or liabilities recognition is presented according to the effect of the event that incurred it. For events that affect the statement of profit or loss and other comprehensive income the effect of deferred tax assets and liabilities is recognized in the statement of profit or loss and other comprehensive income. For events that were initially reported in equity (revaluation reserve), deferred tax assets and liabilities are recognized at the expense of equity. Deferred tax assets and liabilities in the statement of financial position are offset as they relate to income taxes levied by the same tax authority. According to the Bulgarian tax legislation the company pays corporate income tax at the amount of 10 % of the taxable profit for 2022. The tax rate for 2023remains 10 %. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 21 3. Definition and valuation of the financial statements elements (continued) 3.12. Critical estimates for the application of the Company’s accounting policy. Key estimates and assumptions with high uncertainty. In the process of applying the accounting policy, the Company’s management makes estimates which significantly impact these financial statements. Such estimates by definition are rarely equal to the actual results. As a result of their nature, they are subject to constant review and update and they summarize the historical experience and other factors, including expectations about future events, which the management deems reasonable under the current circumstances. The estimates and assumptions entailing significant risk of material adjustment in the carrying amounts of assets and liabilities during the next financial year are stated further below. 3.12.1. Revalued amounts of property, plant and equipment The management has adopted a policy of appointing and using the professional services of independent licensed appraisers to determine the fair values of lands, which are valued at fair value. The following approaches and valuation methods have been applied in this revaluation to measure the fair value of individual types of tangible fixed assets: • Comparative Market Approach – results in an indicative value by comparing the asset subject to assessment with identical or similar assets for which there is available pricing information and which is being treated with prevalence due to the properties’ nature and their current use; • Income Approach – results in an indicative value by adjusting future cashflows to a single current value of capital. In order to apply the approach, it is necessary to determine the permanently realized net annual income of the property (land rental) which is being capitalized in order to convert it into its net value. Such revaluations should be made frequently enough in the cases when there are indications that the fair value of a certain asset class has changed considerably. 3.12.2. Impairment of investments in subsidiaries The management performs an analysis and assessment as to the presence of indicators for impairment of their investments in subsidiaries. The following are accepted as the main indicators for impairment: Considerable reduction in the volume or discontinuing the activity of the Company in which it has invested; Reporting of losses over a longer period of time and reporting of negative net assets or assets below the registered fixed share capital. The management’s tests and estimations for impairment of investments have been made from the perspective of their plans and intentions as regards the future economic benefits which are expected to be received from the subsidiary companies, including trade and industrial experience, securing positions on foreign markets, anticipated future sales and others. Projection variants are being prepared for this purpose taking into account the various assumptions for risks, uncertainties and probabilities relating to the future realization of cashflows and revenues from those investments. Each of those variants is analysed carefully by the management and the results are weighted during the calculation of the respective investment’s recoverable amount. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 22 3. Definition and valuation of the financial statements elements (continued) 3.12.3. Useful life of property, plant and equipment and intangible assets The financial reporting of property, plant and equipment as well as the intangible assets involves the use of estimates as to their anticipated useful life and carrying amounts, which estimates are based on assessments on the part of the Company’s management. 3.12.4. Impairment of receivables In line with the first application of IFRS 9 Financial Instruments, the management of the Company has used its experience in the field of credit losses, and it has also taken into account the current conditions and their projections, in order to duly assess the expected credit losses on their trade receivables. 3.12.5. Leases Determining the term of the lease for contracts with options for renewal and termination - the Company as a lessee. The Company defines the lease term as the irrevocable lease term, together with any periods covered by the option to extend it, if it is reasonably certain that the option will be exercised, or any periods covered by the lease option. termination of the lease if it is reasonably certain that the option will not be exercised. The company has two leases that include options for extension and termination. The Company uses judgment to evaluate whether it is reasonably certain whether the option to renew or terminate the lease will be exercised or not, i. e. The Company considers all material factors that create an economic incentive to exercise either the renewal option or the termination option. After the effective date of the contract, the Company reassesses the lease term if there is a material event or change in the circumstances that is in its control and affects its ability to exercise or not exercise the option to renew or terminate (for example, construction of significant improvements in the leased property or substantial reworking to the specification of the leasing asset). 3.13. Determining fair values Some of the accounting policies and disclosures of the Company require an assessment of fair values for financial and non-financial assets and liabilities. When estimating the fair value of an asset or liability, the Company uses observable data, insofar as possible. The fair values are being categorized in various levels in the Fair Values Hierarchy based on input data in the valuation techniques, as follows: • Level 1: Quoted prices (non-adjusted) on active markets for similar assets or liabilities. • Level 2: Input data other than quoted prices included in Level 1 which directly (i.e. as prices) or indirectly (i e. obtained through prices) are accessible for asset or liability monitoring purposes. • Level 3: Input data about the asset or liability which are not based on observable market data (non- observable input data). If the input data used for measuring the fair value of an asset or liability may be categorized in different levels in the Fair Values Hierarchy, then the assessment of the fair value is categorized in its entirety at that same level of the Fair Values Hierarchy which input information is of significance for the overall assessment. The company recognizes transfers between the levels of the Fair Values Hierarchy as at the end of the reporting period during which the change has occurred. More information about the assumptions made based on the assessment of the fair values is included in the respective appendices. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 23 4. Property, plant and equipment Land BGN’000 Building BGN’000 Transport vehicles BGN’000 Right-of-use assets BGN’000 Office equipment and computers BGN’000 Construction in progress BGN’000 Total BGN’000 Cost: Balance as of January 1, 2022 4 733 1 687 213 917 276 - 7 826 Effect from applying IFRS 16 - - - 51 - - 51 Revaluation 2 003 2 003 Additions - - 277 - 35 235 547 Disposals (49) - - (18) - - (67) Balance as of December 31, 2022 6 687 1 687 490 950 311 235 10 360 Accumulated depreciation: Balance as of January 1, 2022 - 776 213 259 243 - 1 491 Charged for the period - 67 29 268 18 - 382 Depreciation of disosals - - - (15) - - (15) Balance as of December 31, 2022 - 843 242 512 261 - 1 858 Carrying amount as of December 31, 2022 6 687 844 248 438 50 235 8 502 Carrying amount as of December 31, 2021 4 733 911 - 658 33 - 6 335 The Company has leasing agreements for renting office spaces and vehicles used in its operations. The terms range from 3 to 5 years with options for extension. To secure investment and working capital loans received by the company and its subsidiaries, the company has established pledges and mortgages in favor of creditor banks on land with a carrying value of BGN 6,687 thousand as of December 31, 2022, and buildings with a carrying value of BGN 844 thousand as of December 31, 2022. To determine the fair value of the owned land, the company uses the services of a licensed appraiser with recognized professional qualifications and experience. The fair value is based on market value, which is the expected amount for which a property can be exchanged on the date of the appraisal between willing buyers and sellers in an arm's length transaction after proper marketing, in which the parties have acted knowledgeably. The market value is being determined as a weighted value of the results achieved through the separate methods and weights, determined in an expert way in accordance with the reliability of the used information and appraiser’s experience. The fair value of land has been categorized as Level 3 fair value based on the input data for the used appraisal technique. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 24 5. Intangible assets Software BGN’000 Cost of acquisition of intangible assets BGN’000 Total BGN’000 Cost: Balance as of January 1, 2022 352 97 449 Additions - - - Disposal - - - Balance as of December 31, 2022 352 97 449 Accumulated depreciation: Balance as of January 1, 2022 343 - 343 Charged for the period 9 - 9 Depreciation of disposals - - - Balance as of December 31, 2022 352 - 352 Carrying amount as of December 31, 2022 - 97 97 Carrying amount as of December 31, 2021 9 97 106 6. Investments in subsidiaries Companies Ownership interest % December 31, 2022 BGN’000 December 31, 2021 BGN’000 Kehlibar EOOD 100 14 795 14 795 Agra EAD 100 13 695 13695 AG Property Invest EOOD 100 12 205 5 BD Pharm EOOD 100 9 686 9 686 Kristera Agro EOOD 100 7 600 7 600 Agrivia Oil EOOD 100 6 880 - Korn trade EOOD 100 6 800 6 800 Bora Energy EOOD 100 6 220 6 000 Kristera AD 99.26 5 777 5 777 Toni-M EOOD 100 4 828 4 828 Elit-86 EOOD 100 3 081 3 081 Grouver EOOD 100 2 627 2 627 Aris-Agro EOOD 100 2 408 2 408 BD Agri EOOD 100 2 159 2 159 Bora Invest EOOD 100 1 100 1 100 Silk Gas EOOD 100 1 780 400 Tera Protect EOOD 100 900 300 Diasvet EOOD 100 840 840 Korn Star OOD 40 522 - Agro OOD 100 5 5 Total 103 908 82 106 AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 25 7. Investments in associated companies Company Ownership interest % December 31, 2022 BGN’000 December 31, 2021 BGN’000 Agro Oil Consult OOD 50 505 505 Korn Star OOD 40 - 2 Total 505 507 8. Trade and other receivables December 31, 2022 BGN’000 December 31, 2021 BGN’000 Receivables from dividends 19 536 4 043 Receivables from trade loans, incl. interest 15 990 21 739 Receivables from clients 96 125 Taxes recoverable 88 15 Prepaid expenses 86 14 Deposits 37 - Advances - 37 Other 4 20 Total 35 837 25 993 8.1. The Company has provided commercial loans to other companies and a physical person, mainly related parties, with a total principal of BGN 14,437,000 (BGN 17,675,000 as of December 31, 2021). The Company applies an annual interest rate of 3%. The loans are unsecured and have a maturity date from 2023 to 2027. However, according to the terms of the agreements, which do not specify a repayment schedule, the amounts can be settled prematurely. Therefore, the Company's management treats the receivables from the loan agreements as current. The provided short-term commercial loans to related entities and trading partners aim to support and finance their activities for common business and strategic goals. The Company's management believes that the value at which the commercial and other current receivables are presented in the financial statements corresponds to their fair value as of December 31, 2022. 9. Cash and cash equivalents December 31, 2022 BGN’000 December 31, 2021 BGN’000 Cash in BGN 479 141 Cash in foreign currency 161 55 Total 641 196 Out of the presented cash and cash equivalents, BGN 14,000 (BGN 5,000 as of December 31, 2021) are in cash, while the remaining BGN 627,000 (BGN 191,000 as of December 31, 2021) are available in the Company's current accounts. The Company's cash and cash equivalents are held in bank accounts with stable long-term ratings. The management has assessed the expected credit losses on cash and cash equivalents. The estimated value is below 0.2% of the gross value of the cash and cash equivalents deposited in financial institutions, and therefore, it has been determined as immaterial and not recognized in the financial statements of the company as of December 31, 2022. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 26 10. Share capital The contributed fully paid-up capital is presented at its nominal value and corresponds to its current legal registration. It consists of 6,800,000 non-cash, registered shares, each with a nominal value of BGN 1. At the end of the presented reporting periods, the shareholders in the Company are: as of December 31, 2022 Name Number of shares: % of capital EMRA EOOD 2 795 500 41.11 % KOMERS EOOD 1 855 639 27.29 % Svetlomir Iliev Todorov 697 355 10.26 % О ther individuals and companies with less than 5 % 1 451 506 21.34 % Total 6 800 000 100.00% as of December 31, 2021 Name Number of shares: % of capital EMRA EOOD 2 795 500 41.11% KOMERS EOOD 1 838 385 27.04% Svetlomir Iliev Todorov 692 434 10.18% UPF DOVERIE 338 624 4.98% Other individuals with less than 5 % 1 135 057 16.69% Total 6 800 000 100.00% On September 27, 2022, the Company acquired 50,000 of its own shares at a price of BGN 27.80 per share (totaling BGN 1,390 thousand), representing 0.73% of the registered capital. The purpose of the share buyback is to increase the liquidity of the Company's shares. 11. Reserves The reserves presented in the statement of financial position combined with legal reserves, premium reserve and reserves from subsequent valuations of agricultural land. 12. Non-current bank loans December 31, 2022 December 31, 2021 Currency Contracted amount Maturity Non- current portion Current portion Total Non- current Current Total BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 Investment loans EUR 8 200 30.09.2028 8 038 1 789 9 827 9 815 1 784 11 599 BGN 6 000 30.08.2027 2 444 667 3 111 3 111 667 3 778 BGN 6 000 02.12.2026 3 938 1 360 5 298 5 288 668 5 956 BGN 3 912 12.09.2026 1 138 428 1 566 1 564 428 1 992 BGN 5 867 20.02.2025 886 665 1 551 1 550 666 2 216 BGN 5 867 20.03.2024 326 653 979 978 653 1 631 EUR 2 000 30.01.2024 46 559 605 559 559 1 118 EUR 2 000 29.02.2024 93 559 652 698 559 1 257 EUR 2 000 30.12.2022 - - - - 559 559 Total 16 909 6 680 23 589 23 563 6 543 30 106 AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 27 12. Non-current bank loans (continued) The interest on investment loans is due monthly, with agreed interest rates ranging from the one-month and three- month EURIBOR, increased by surcharges between 1.3 and 3.5 percentage points. The obligations under the above-mentioned loans are secured by pledges on current and future receivables of the company and related parties, as well as established contractual mortgages on real estate owned by the company and related parties. The investment loan agreements also include clauses for maintaining certain financial ratios, the fulfillment of which is currently monitored and communicated to the creditor banks by the management of the Company. The reconciliation of liabilities arising from financinf (current and non-current) is: BGN’000 Type of loan Outstanding balance 01.01.22 Cashflow, net Interest Non- current movement Outstanding balance 31.12.22 Bank loans 53 043 (6 809) (1 097) - 45 137 Trade loans (incl. related parties) 2 906 1 930 (198) - 4 638 Lease contracts 599 (284) (6) 326 635 13. Deferred tax assets/ (liabilities), net December 31, 2022 BGN’000 December 31, 2021 BGN’000 Tax effect of unutilized paid leaves 1 2 Tax effect of unpaid income to individuals 4 2 Total, tax assets 5 4 Tax effect of revaluation reserve of non-depreciable assets (511) (314) Total, tax liabilities (511) (314) Total (506) (310) 14. Lease obligations Obligations under operating lease agreements The liabilities under lease contracts presented in the Statement of Financial Position include the company's liabilities under lease contracts for offices and means of transport, which are recognized in accordance with the requirements of IFRS 16 Leasing (see also item 3.8 and item 4). Obligation under finance lease agreements The Company has entered into finance lease agreements for the acquisition of cars. The obligations are paid in monthly installments, with the last installments due in 2026. According to the terms of the contracts, the company owes interest on the outstanding principals under the lease contracts, at the rate of three-month EURIBOR plus an allowance of 1.55% per annum. As of December 31, 2022, the liabilities under financial leases amount to BGN 179,000. The short-term part of them, payable in the next 12 months, is BGN 38,000. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 28 15. Short-term banl loans Currency Contracted loan amount Maturity December 31, 2022 December 31, 2021 BGN’000 BGN’000 BGN’000 Revolving working capital credit facility EUR 12,000 30.11.2023 18 604 19 560 BGN 6,000 30.06.2023 2 944 3 367 Total 21 548 22 927 Interest on revolving credit facility is payable monthly, with agreed interest rates in the range of one-month EURIBOR plus increments of between 1.30 and 1.80 percentage points. The obligations under the above loans are secured by established contractual mortgages on real estate owned by the Company, as well as those owned by related parties, a pledge of current and future receivables of the company and of related parties from DF "Agriculture" and a pledge of property, machinery and equipment owned by related parties. 16. Trade loans The Company has received loans from other commercial companies, the obligation under which as of December 31, 2022 is in the amount of BGN 4,638 thousand (December 31, 2021 – BGN 2,906 thousand). The interest on the loans is in the amount of 3% annual interest and the unpaid part of them is included in the value of the obligation mentioned above. Loans are unsecured. 17. Trade and other liabilities December 31, 2022 BGN’000 December 31, 2021 BGN’000 Payables to suppliers 49 3 Liabilities to personnel 44 34 Tax liabilities 27 3 Liabilities on contracts for management and control 23 23 Social security liabilities 12 10 Liabilities for credit cards - 10 Other liabilities 20 7 Total 175 90 18. Income from sales Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Income from rents 456 363 Income from sales of services 81 80 Total 537 443 19. Other income Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Income from compensations 19 - Income from insurance benefits - 6 Other income - 3 Total 19 9 AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 29 20. Personnel expenses Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Salaries and wages 1 050 723 Social securities 49 35 Unutuzlied paid leaves accruals 5 4 Total 1 104 762 21. Hired services Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Consulting services, audit 364 128 Subscriptions 174 161 Insurances 39 15 Notarial, legal and administrative services 30 53 Communication services 25 17 Municipality taxes 12 9 Annual fees and membership fees 8 14 Rents 8 8 Courier services 7 4 Other 27 11 Total 694 420 The expenses charged in 2022 for the audit of the individual financial statement are respectively in the amount of BGN 7 thousand (2021 - BGN 6 thousand), represent the services provided by the auditor only for an independent financial audit. No tax consulting or other non-audit services were provided during the year. 22. Materials expenses Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Fuel and materials, related to transport vehicles 68 33 Electricity and water 60 22 Office materials and consumables 18 20 Inventory 1 12 Spare parts and repair materials - 25 Other 6 - Total 153 112 23. Other expenses Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Advertising expenses 267 28 Business trip expenses 162 17 Taxes 27 3 Loss from sales of property, plant and equipment, incl. 18 - Net income 31 - Carrying amount (49) - Donations 13 10 Other 6 10 Total 493 68 AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 30 24. Financial income Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Dividends income 45 308 4 043 Interest income 548 663 Total 45 856 4 706 25. Financial expenses Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Loan interest expenses 1 185 1 261 Bank taxes and commissions 208 175 Lease interest expenses 5 3 Exchange rate differences 2 1 Total 1 400 1 440 26. Income tax benefit/ (expenses) The reconciliation of income tax expenses/(benefits) is presented in the following table: Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Accounting profit 42 177 2 085 Applicable tax rate 10% 10% Income tax at applicable tax rate 4 218 209 Net tax effect of permanent tax differences (4 518) (402) Net tax effect of temporary tax differences 2 - Tax effect of unrecognized deferred tax assets, incurred during period 294 192 Income tax benefit/ (expenses) (4) (1) The components of expenses / (income) for income taxes are the following: Year ended 31.12.2022 BGN’000 Year ended 31.12.2021 BGN’000 Current tax expenses - - Tax effect from temporary tax differences (4) (1) Income tax (expenses)/benefit (4) (1) In 2022, the Company realizes a tax loss in the amount of BGN 2,936 thousand (2021 – BGN 1,930 thousand). The management has decided not to recognize a deferred tax asset in the amount of BGN 294 thousand. (2021 - BGN 193 thousand). AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 31 27. Earnings per share and dividends The earning per share is calculated using the net profit attributable to the shareholders of the Company. December 31, 2022 BGN’000 December 31, 2021 BGN’000 Profit for distribution (BGN) в.) 42 181 441 2 086 000 Weighted-average number of shares 6 800 000 6 800 000 Earnings per share (BGN for share) 6.203 0.307 By decision of the General Assembly in 2022, the Company distributed dividends amounting to BGN 2,500 thousand. 28. Financial instruments and financial risks management The carrying amounts of assets and liabilities as of December 31, 2022 and 2021 by categories defined in accordance with IFRS 9 Financial Instruments are presented in the tables below as follows: Financial assets December 31, 2022 BGN’000 December 31, 2021 BGN’000 Trade loans, inc. interest 15 837 21 739 Trade and other receivables 96 125 Cash and cash equivalents 641 196 Total 16 574 22 060 Financial liabilities December 31, 2022 BGN’000 December 31, 2021 BGN’000 Interest bearing loans, incl. interest 49 775 55 949 Lease obligations 635 599 Trade and other liabilities 49 3 Total 50 459 56 551 28.1. Financial risk factors The use of financial instruments exposes the Company to market, credit and liquidity risk. This paragraph provides information on the objectives, policies and processes for managing these risks, as well as and capital management. The financial risks are currently identified, measured and monitored by the management using various controlling mechanisms introduced for determining adequate prices of products and services, the cost of borrowings and the forms of maintaining of free liquid funds without allowing an unreasonable concentration of a certain risk. Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes currency risks, interest rate risk and price risk. Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet its contractual obligation. Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 32 28. Financial instruments and financial risks management (continued) 28.1. Financial risk factors (continued) 28.1.1. Currency risk The Company has transactions in a currency other than its functional currency and is therefore exposed to risks associated with possible changes in foreign exchange rates. This risk arises mainly from changes in the exchange rate of the U.S. dollar, as the Company has reported purchases denominated in U.S. dollars. Transactions in euro do not expose the Company to currency risk as the BGN has been pegged to the euro since January 1, 1999. Foreign currency risk sensitivity analysis indicates that the financial results of the Company would not be changed significantly due to changes in exchange rates as the Company has no significant foreign currency risk exposures. 28.1.2. Interest risk The Company is exposed to interest rate risk as it borrows funds at floating interest rates agreed as a base interest rate EURIBOR or SOFIBOR, increased by a certain margin. In 2021 and 2020 borrowings at floating interest rates are denominated in euro and Bulgarian lev. The amount of the interest rates is presented in the relevant notes. Instruments with fixed interest rate December 31, 2022 BGN’000 December 31, 2021 BGN’000 Financial assets 14 284 17 398 Financial liabilities 4 109 2 179 Instruments with variable interest rate Financial assets - - Financial liabilities 45 137 53 043 28.1.3. Credit risk Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to meet its obligation. Financial assets which potentially expose the Company to credit risk are primarily trade receivables and interest loans. The Company is primarily exposed to credit risk in the event that customers do not pay their liabilities. The Company's policy in this area is focused on sales to customers with an appropriate credit standing and use of adequate collateral in order to mitigate the risk of financial losses. The credit quality of customers is assessed by taking into account their financial position, past experience and other factors. Individual credit limits are set and their utilisation is monitored regularly. Over 64% of the receivables on interest loans and trade receivables are from subsidiaries and other related parties under the Company’s control and for this reason t he management does not consider the credit risk to be high. 28.1.4. Liquidity risk Liquidity risk is the risk that the Company will fail to pay its financial liabilities when they fall due. The policy in this area is aimed at ensuring the availability of sufficient liquid funds which can be used to settle liabilities when they fall due including in emergency and unforeseen situations. The table below represents the agreed maturities of financial liabilities based on the earliest date on which the Company may be required to pay them. The table shows undiscounted cash flows, including principal and interest: AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 33 28. Financial instruments and financial risks management (continued) 28.1. Financial risk factors (continued) December 31, 2022 BGN’000 Up to one year Between two and five years Over five years Total Liabilities on interest-bearing loans, incl. interest 32 866 15 983 926 49 775 Liabilities under leasing contracts 283 352 - 635 Trade and other liabilities 49 - - 49 33 198 16 335 926 50 459 December 31, 2021 BGN’000 Up to one year Between two and five years Over five years Total Liabilities on interest-bearing loans, incl. interest 32 386 20 414 3 149 55 949 Liabilities under leasing contracts 178 421 - 599 Trade and other liabilities 3 - - 3 32 567 20 835 3 149 56 551 28.2. Capital management The Company manages its capital so as to operate as a going concern while it seeks to maximize returns to shareholders through the optimization of the debt-to-equity ratio (return on invested capital). The aim of the management is to maintain the confidence of investors, creditors and the market and to ensure the future development of the Company. The management monitors the capital structure based on the net debt-to-equity ratio. Net debt includes non-current and current interest-bearing loans and non-current and current finance lease liabilities, less cash. Share capital, reserves and accumulated profits form the equity of the Company. 31.12.2022 BGN’000 31.12.2021 BGN’000 Debt 50 410 56 548 Cash and cash equivalents 641 196 Net debt 49 769 56 352 Share capital 98 399 58 305 Debt to equity ratio 0.51 0.97 The management of the Company determines the amount of required capital in proportion to the level of risk which characterizes different activities (projects, business segments). Maintenance and adjustment of the capital structure is carried out in relation with changes in economic conditions, as well as the level of risk inherent to the respective assets (projects). The main instruments used to manage the capital structure are: sale of assets to reduce the level of debt, etc. All decisions about changes in this respect take into account the balance between the costs and risks inherent to the various sources of funding. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 34 28. Financial instruments and financial risks management (continued) 28.3. Fair values The Company's policy is to disclose in its financial statements the fair value of financial assets and liabilities, especially where quoted market prices exist. The concept of fair value assumes realisation of financial instruments by way of a sale. However, in many cases, particularly with respect to trade receivables and payables and loans, the Company expects to realize these financial assets through their total repayment or repayment over time. Therefore, they are presented at their nominal value or amortized cost. Most of the financial assets and liabilities are short-term trade receivables and payables and short-term loans, therefore their fair value approximates their carrying amount. The management of the Company believes that, in the circumstances, the estimates of the financial assets and liabilities presented in the statement of financial position are the most reliable, adequate and true for the purposes of financial reporting. 29. Disclosure of related party transactions During the year the following significant transactions were made with related parties, key management personnel, shareholders, enterprises under general control: 29.1. Key management personnel Key management personnel of the Company include the Executive Director and the members of the Board of Directors. The key management personnel remuneration includes the following: 2022 2021 BGN’000 BGN’000 Current Salaries 812 564 Social security 9 7 Total 821 571 The Company made transactions with its shareholders and with other businesses treated as related parties. 29.2. Transactions with shareholders The transactions and outstanding balances as of December 31, 2022 are as follows: Outstanding Name Type of transaction Turnover Receivables Payables BGN’000 BGN’000 Komers EOOD Trade transactions-sales 20 1 - Interest on loans granted 47 1 - Total: х 2 - AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 35 29. Disclosure of related party transactions (continued) 29.3. Transactions with companies under mutual control outstanding Name Type of transaction Turnover Receivables payables BGN’000 BGN’000 Kristera AD Trade transaction-sales 82 - - Dividends received 11 300 4 700 - Loans received 1 605 - 1 605 Interest on loans received 22 - 305 Total: х 4 700 1 910 Kristera Agro EOOD Trade transaction-purchases 4 - - Trade transaction-sales 43 2 - Loans received 3 825 1 213 - Interest on loans received 51 77 - Dividends received 9 400 4 000 - Total: х 5 292 - Korn Trade EOOD Trade transaction-sales 34 - - Dividends received 5 500 - - Total: х - - Agro EOOD Trade transaction-purchases 47 3 - Dividends received 2,582 2 057 - Loans received 446 139 - Interest on loans received 7 6 - Total: х 2 205 - Aris Agro EOOD Trade transaction-sales 41 2 - Loans received 103 31 - Interest on loans received 3 2 - Total: х 35 - Elit 86 EOOD Trade transaction-sales 24 2 - Loans received 109 13 - Interest on loans received 2 2 - Dividends received - 508 - Total: х 525 - Grouver EOOD Trade transaction-sales 24 2 - Loans received 172 31 - Interest on loans received 3 2 - Total: х 35 - Toni M EOOD Trade transaction-sales 44 3 - Loans received 326 - 2 504 Interest on loans received 70 - 224 Loans granted 312 88 - Interest on loans granted 6 5 - Dividends received 4 682 4 682 - Total: х 4 778 2 728 Bora Invest EOOD Trade transaction-sales 5 - - Loans granted 158 1 863 - Interest on loans granted 53 416 - Total: х 2 279 - AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 36 29. Disclosure of related party transactions (continued) 29.3. Transactions with companies under mutual control outstanding Name Type of transaction Turnover Receivables payables BGN’000 BGN’000 Bora Energy EOOD Loans granted 3 112 9 477 - Interest on loans granted 239 989 - Total: х 10 466 - Terra Proekt EOOD Trade transactions – purchases 9 - 6 Operating lease obligations 28 - 34 Total: х - 40 Diasvet EOOD Trade transaction-sales 24 - - Loans granted 231 55 - Interest on loans granted 4 3 - Total: х 58 - BD Pharm EOOD Loans granted 286 52 - Interest on loans granted 5 4 - Dividends received 750 125 - Total: х 181 - BD Agri EOOD Trade transaction-sales 15 2 - Loans granted 950 430 - Interest on loans granted 21 16 - Dividends received 1 754 1 054 - Total: х 1 502 - Agra EAD Loans granted 538 108 - Interest on loans granted 9 7 - Dividends received 4 240 2 410 - Total: х 2 525 - Silk Gas BG EOOD Loans granted 4 332 - - Interest on loans granted 70 - - Total: х - - Kehlibar EOOD Dividends received 5 000 - - Total: х - - Agro Oil Consult OOD Dividends received 100 - - Total: х - - Korn Star OOD Loans granted 900 599 - Interest on loans granted 15 15 - Total: х 614 - Emil Raykov Loans granted 552 153 - Total: х 153 - TOTAL: х 35 348 4 678 There are no unusual conditions or deviations from the market prices for the transactions with related parties carried out during the year. AGRIA GROUP HOLDING AD NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2022 Separate financial statements as of December 31, 2022 37 30. Subsequent events On February 8th, 2023, the Company entered into a final agreement for the purchase and sale of 441,866 registered non-cash ordinary shares with voting rights of "Almagest" AD, with a nominal value of BGN 80 each, representing 100% of the capital of "Almagest" AD. On this date, the shares were transferred from the sellers to the buyer through registration of the transfer transaction in Central Depository AD, in accordance with the requirements of the applicable legislation, and "Agria Group Holding" AD acquired the ownership rights over 100% of the shares of the capital of "Almagest" AD. The shares were transferred to the buyer "Agria Group Holding" AD without any obligations, encumbrances, rights, or claims of third parties, together with all rights arising from or related to them. 31. Other disclosures In the end of February of the previous year, 2022, a military conflict broke out between Russia and Ukraine. As a result, normal trade relations with the two affected countries have been severely disrupted. The European Union and many countries around the world have imposed a series of economic sanctions on Russia. The restrictive economic and financial measures could lead to changes in prices for energy sources and other goods and services that are important for the development of the Bulgarian economy. This, in turn, could indirectly have an adverse impact on the company's operations in future reporting periods. Its management is currently analyzing and monitoring all changes in events in order to determine protective and stabilization measures. It is expected that their implementation will mitigate the negative consequences of the military conflict to the extent that they will not have a significant negative impact on the company's future viability and ability to continue its operations as an ongoing concern. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 38 AGRIA GROUP HOLDING JSC ANNUAL INDIVIDUAL ACTIVITY REPORT 2022 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 39 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 40 ANNUAL REPORT ON THE OPERATIONS OF AGRIA GROUP HOLDING AD, VARNA FOR THE 2022 FINANCIAL YEAR The present report has been drawn up in accordance with the provisions of Article 39 of the Accountancy Act, Article 100n (7) and (8) of the Public Offering of Securities Act (POSA) and Appendix No. 2 to Article 10, item 1 of Ordinance No. 2 of FSC on the Prospectuses for Public Offering and Admission of Securities to Trading on a Regulated Market. The report provides comments and analysis of the financial statements and other material information concerning the financial position and results of the operations of the Company and present fairly the position and the perspectives for development of the Company. The management of the Company, represented by the members of the Board of Directors of Agria Group Holding AD, believe that the circumstances that occurred during the past year of 2022 may be important for investors in deciding whether to invest in the securities of the Company. All circumstances that occurred have been disclosed in the terms and manners provided for in POSA to the investors, the regulated securities market and Financial Supervision Commission, and are available on the Company's website - www.agriabg.com ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 41 1. GENERAL INFORMATION ABOUT AGRIA GROUP HOLDING JSC COUNTRY OF ESTABLISHMENT: Republic of Bulgaria REGISTERED OFFICE AND BUSINESS ADDRESS: 111 Knyaz Boris I Blvd, Primorski District, Varna, Business Center, 9th floor. MAILING ADDRESS: 111 Knyaz Boris I Blvd, Primorski District, Varna, Business Center, 9th floor. TELEPHONE: 052/ 554000; FAX: 052/ 511602 INTERNET ADDRESS: www.agriabg.com E-MAIL ADDRESS: office@agriabg.com , t.ivanova@agriabg.com LEGISLATION: The Company operates in compliance with the existing Bulgarian legislation. UNIFIED IDENTIFICATION CODE: 148135254 AGRIA GROUP HOLDING AD was established by transformation through change of the legal form under the terms and conditions of Article 264 and the following of the Commerce Act from limited liability company AGRIA GROUP HOLDING into joint-stock company with the same company name. The joint-stock company is registered and entered into the Company Register with Decision from 28 August 2007 under company case No.3875/2007 under the docket of Varna District Court. The same Decision also enters the winding up of the transformed limited liability company and the name of the newly registered joint-stock company is AGRIA GROUP HOLDING. The Company was re-registered by entry into the Commercial Register maintained by the Registry Agency under the terms and conditions stipulated in the Commercial Register Act. There have been no other changes in the legal and organisational form of the Company other than the transformation specified above. The life of the Company is not limited in time and there are no other conditions for its termination. The company has not been wound-up, it has not gone into liquidation, and has not been deleted from the Commercial Register. In December 2007 the Company increased its capital in an initial public offering through the successful issue of 1,700,000 shares with par value of BGN 1 each and issue value of BGN 9.04 each. As at 31.12.2022 the registered capital of the Company was BGN 6,800,000 (six million and eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one lev) each. The subscribed capital of the Company has been fully paid in and has been entered into the Commercial Register of the Registry Agency under the batch file of the Company. Trading in shares issued by the Company is carried out on a regulated securities market, in keeping with the requirements of the Public Offering of Securities Act, the Rules of BSE-Sofia AD and the other applicable legislation. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 42 Agria Group Holding AD holds 50 000 (fifty thousand) own shares, representing 0.74 % of its capital. During the past 2022, own shares aquired as follows: As of 27.09.2022 Agria Group Holding AD has purchased 50 000 (fifty thousand) of its own shares on a regulated market, representing 0.74% of its capital. Management body The Company has a single-tier management system - Board of Directors . In its capacity of joint-stock company, which has issued shares in the initial share offering, which securities are allowed to be traded on the Regulated market, Agria Group Holding AD has fulfilled its obligation for entry in the Commercial Register under the order of the Commercial Register Act of the fact that the Company is public. The shares of the Company are listed on the Main Market of the Bulgarian Stock Excnage AD, Premium Shares Segment, assigned stock code AGH, ISIN code BG1100085072 Shareholding structure of Agria Group Holding AD as at 31 December 2022 Name/Shareholder’s name Number of shares/votes in GM Percent of capital Emra EOOD, Varna 2 795 500 41.11 % of capital Komers EOOD, Targovishte 1 855 639 27.29 % of capital Svetlomir Iliev Todorov 697 355 10.26 % of capital Other legal entities and natural persons 1 401 506 20.61 % of capital • • Agria Group Holding AD Board of Directors Други Investor Relations Director Кристера АД Financial Director Агрия Груп Холдниг АД Executive Director ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 43 2. REVIEW OF THE OPERATIONS AND POSITION OF THE COMPANY As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The main objective of the Company is to participate in any form in other commercial companies or in their management. The business policy of the Company, including investments, should be considered mainly in terms of the operations of its subsidiaries, because Agria Group Holding AD functions as a legal entity-holding company, carrying out investment activities as managing the stakes it holds in its subsidiaries ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 44 Structure of AGRIA GROUP HOLDING AD Agria Group Holding AD is part of the following economic group Agria Group Holding AD holds shares in the capital of the following commercial companies: EMRA EOOD Agria Group Holding AD OTHERS KOMERS EOOD Kristera AD Korn Trade EOOD Agro EOOD Kristera Agro EOOD A G property Invest EOOD Bora Invest EOOD Bora Energy EOOD Aris Agro EOOD Toni-M EOOD Gruvar EOOD Elit-86 EOOD Diasvet EOOD Terra Protect EOOD BD Agri EOOD BD Farm EOOD Agra EAD Kehlibar EOOD Silk Gas BG EOOD Agro Oil Konsult OOD Korn star OOD Agrivia Oil EOOD ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 45 • Kristera AD, Popovo – 59,554 ordinary registered shares with a par value of BGN 100 each, representing 99.26% of the capital in the company; • Korn Trade EOOD, Varna – 68,000 shares of BGN 100 each, representing 100% of the capital in the company; • Agro EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company; • Kristera-Agro EOOD, Devnya – 76,000 shares of BGN 100 each, representing 100% of the capital in the company; • AG Property Invest EOOD, Sofia – 122,050 shares of BGN 100 each, representing 100% of the capital in the company; • Bora Invest EOOD, Varna – 11,000 shares of BGN 100 each, representing 100% of the capital in the company; • Bora Energy EOOD, Varna – 622,000 shares of BGN 10 each, representing 100% of the capital in the company; • Aris Agro EOOD, Varna – 500 shares of BGN 10 each, representing 100% of the capital in the company; • Toni-M EOOD, General Toshevo – 500 shares of BGN 10 each, representing 100% of the capital in the company. • Elit-86 EOOD, Varna - 500 shares of BGN 10 each, representing 100% of the capital in the company. • Gruvar EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company. • BD Agri EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the company. • BD Farm EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the company. • Diasvet EOOD, village of Pisanets, Russe region - 100 shares of BGN 50 each, representing 100% of the capital in the company. • Terra Protect EOOD, Sofia – 90,000 shares of BGN 10 each, representing 100% of the capital in the company. • Agra EAD, Varna – 119 545 ordinary registered shares with a par value of BGN 100 each, representing 100% of the capital in the company. • Kehlibar EOOD, Lyaskovets – 7,600 shares of BGN 1,000 each, representing 100% of the capital of the company. • Silk Gas BG OOD – 500 shares of BGN 10 each, representing 55% of the capital of the company. • Agro Oil Konsult OOD - 50,500 shares of BGN 10 each, representing 50% of the capital of the company • Korn Star OOD - 52,200 shares of BGN 10 each, representing 40% of the capital of the company • AgriVia Oil EOOD – 4,000,005 shares of BGN 10 each ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 46 Type of Operations of Agria Group Holding AD Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business: ● Agribusiness in North-Eastern Bulgaria ● Processing industry (storage and processing of grain and oil-bearing cultures) centred in Lyaskovets. ● Trade/export operations near the Port of Varna. Main logistic centers – the towns of Popovo, Devnya and Varna. Besides these main activities, the holding also performs other auxiliary activities - trade in farming fertilisers, plant protection chemicals, fuels and lubricants, sowing seeds by world-renowned companies such as Korteva, Baier, Syngenta, Lima, Grain, BASF, etc. The activity of part of the subsidiaries of Agria Group Holding AD is in the field of agribusiness. The Company’s agribusiness activities include: - Cultivation of agricultural land, production of grain and oil-bearing crops; - Services related to various agronomic techniques. Another type of business the holding is engaged in is processing industry and trade in grain and grain derivatives, including export operations . The total capacity of the storage facilities of Agria Group Holding JSC amounts to approx. 290,000 tonnes. The storage bases of the holding are concentrated in three main logistic centers located in the town of Popovo, town of Devnya and town of Lyaskovets. There also are auxiliary warehouse capacities in the main agribusiness centers of the Company in the town of Targovishte, Yankovo village, Belogradets, Osenets, Town of Kardam, village Rositsa, Town of Provadia, Village Pisanets and Slavyanovo. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 47 Approx 750,000 – 800,000 tonnes of grain and oil-bearing crops are yearly stored and traded in the holding’s grain facilities. Devnya • The most recent of all storage facilties of the holding is the one located in Devnya, Varna municipilaty, whose constuction dates back to 2007 and currently consists of 12 metal silos and a flat warehouse. Its total storage capacity is 65 000 mt of grain, including wheat, corn, barley, rapeseed and sunflower seed. The storage facility has a key location and is in the immediate vicinity of Hemus Highway and very close to Port Varna West and Port Lesport. The base is equiped with modern laboratory in compliance with EU requirements. Popovo • The warehouse facility, which is a property of Kristera AD, with its storage capacity of 170,000 tons of grain forms the logistic center in the Industrial zone of the town Popovo. A modernly equipped laboratory guarantees the quality of the input and output of the traded grain and oil-bearing crops. Lyaskovets • An enterprise for sunflower seed production is based in the town of Lyaskovets, which is a property to the subsidiary Kehlibar EOOD, having a trade mark of the same name. The company’s trading list includes crude and refined sunflower oil, sunflower husk pallets and sunflower meal. The oil- bearing cultures and grain storage capacity is 20 000 tonnes and the annual processing capacity is 50 000 tonnes. Kehlibar EOOD is certified under the requirements of ISO 22000:2005. Main logistic centers ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 48 The Company has built a mature and effective market structure to procure the incoming raw materials (grain crops), a flexible logistic structure and good positioning of the main locations where grain is stored (grain facilities) near cargo terminals (Port of Varna, Port of Bourgas, Port of Constanta). The closed production cycle, which minimizes the effect of outside factors with regard to purchasing prices and the quality of the main raw materials, and the large quantity of cultivated farmland, including land owned or rented by companies from the holding structure engaging in agribusiness, help to largely secure the foreign trade operations of the company as well. The main clients for the export transactions of the of the Group’s companies are global leaders in grain trade, including Cofco International Romania S.R.L., Cofco International Bulgaria EOOD, ADM Bulgaria Trading EOOD, ADM – Germany, Glencore Agriculture Romania, Cargill Bulgaria, Lecureur France, Dimitriaki S.A. – Greece, Luis Dreyfus Commodities, Ameropa AG, SAIPOL France, Soya Hellas – Greece, Soya Mills- Greece, VAIT Austriaetc, The Andersons INC USA. 3. INFORMATION ABOUT IMPLEMENTED INVESTMENTS PER TYPE OF OPERATION OF AGRIA GROUP HOLDING AD IN 2022 Agribusiness During the financial 2022 the subsidiaries continued the process of expanding their own agricultural land through purchase agreements at a total value of EUR 1,400,000. The lands purchased, which are about 1440 hectares, are located in the regions where the companies cultivate agricultural lands, including the agricultural areas of Veliki Preslav, Varna, Provadia, Vetrino, Dobrich and Smyadovo. The investments implemented in augmentation of capacity, reconstruction and modernization of existing storage facilities in the different agricultural bases of the company amount to a total value of EUR 300,000 for the financial 2022. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 49 As at the end of 2022, the investments implemented in agricultural machinery are in the amount of EUR 2,570,000. Trade/export The investments implemented in the field of transportation, specifically in expanding the fleet of the company and improving the logistic structure amount to EUR 2,830,000. During 2022, the investments implemented in the construction of a new logistics centre in the region of North- Eastern Bulgaria with a storage capacity of 94,000 m3 amounts to EUR 5,800, 000. By the end of 2022, the investments implemented in the acquisition of assets and shareholdings in legal entities developing activities in the field of agricultural production and processing of grain crops and in the design and construction of real estate amounts to EUR 8,000,000. For the financial year 2022, AGRIA GROUP HOLDING А D has direct investments in the process of execution as follows: Agria Group Holding AD has acquired in the procedure provided by the legislation (by means of a contract for transfer of company shares with notarized signatures and content under Article 129 of the Commercial Law and entry in the Commercial Register) from Vasil Yaroslavov Vasilev the ownership of 100% (one hundred percent) of the capital of the commercial company "AgriVia Oil" EOOD, entered in the Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 205836122. 4. INVESTMENT PROGRAM FOR 2023 Sources of Financing - The Company plans to finance about 40% of the investment program of Agria Group Holding for 2022 with its own funds. - The remaining part of the investments will be financed with long-term debt financial instruments. - In view of the specialisation of the Company mainly in agribusiness sectors, one source of grants is the European Union in the form of grant schemes for supporting the agricultural producers under the Single payment per area scheme, Payment scheme for agricultural practices beneficial for the climate and environment / ‘green’ direct payments GDP / as well as subsidies under Measure 12 – Natura 2000. Investments per Type of Operations of Agria Group Holding AD Agribusiness  Purchase of farmland in the areas where farming subsidiaries of the holding cultivate farmland. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the effect of the land purchasing agreements meets the expectations of the Company referring to fulfilment of the Investment Program for expanding its agricultural lands. The lands purchased are located in regions where the companies are already cultivating agricultural lands which will lead to the consolidation of the total lands cultivated by the companies of the Group. For 2023 the Holding plans investments amounting to EUR 1,500,000. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 50  Augmentation of capacity, reconstruction and modernization of existing storage facilities in the different agricultural bases of the company. For 2023 the Holding plans investment amounting to EUR 700,000.  Investments in agricultural machinery. For 2023 the company plans investments amounting to EUR 1 500,000. Trade/export operations  The investments planned for 2023 in the field of transportation, specifically in expanding the fleet of the company and improving the logistic structure amount to EUR 1 000,000.  In view of increasing the market presence in North- Eastern Bulgaria as well as strengtening the trading and exporting of the company, in the period 2022-2024 the holding plans to establish a new logistic center in the area, which would have a storage capacity of 94 000m3. Based on inconclusive data the investment amounts to EUR 9,400,000, of which EUR 3,400,000 are planned to be invested in 2023.  Investments in acquisition of assets and shares in legal entities, operating in the field of agricultural production and grain processing of grain. The planned investments for 2023 in the indicated directions from the companies of the holding structure amounts to about EUR 26,000,000. Manufacturing industry  Investment in an oilseed processing plant with service storage silos and oil storage tanks, located on the territory of Kristera AD warehouse, town of Popovo. The planned implementation of the investment project is within 2023-2026. According to preliminary data, its total cost amounts to about EUR 50 million, and for 2023 it is planned to spend funds for the investment in the amount of about EUR 10 000 thousand. The economic policy and business goals of the Company, incl. investments are oriented towards sustainable development and strategic investment planning, operational efficiency and corporate social responsibility, contributing to the stable and sustainable development of the Company and the holding group in economic, social and environmental aspects. The company uses the potential of various ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 51 mechanisms that creates prerequisites for sustainable development of the holding group companies through diversification of the risk of adverse climate change and realization of savings of scale in the direction of agricultural production, on one side and through efficiency and value of new business on the other. Taking into account the parameters of the investment program of the companies in the holding structure as well as the conducted analyses and researches, we believe that the impact of the planned investment would cover the Company’s expectations for optimization of the segment of own grain production as well as strengthening the export orientation of the holding. The parameters of the investment program of the companies in the holding structure have been developped in a situation of a stable market and in managing specific risks for the normal business environment and for the holding group. In compliance with the recommendations of the European Securities and Markets Authority on the impact on financial market and considering the military conflict between Russia and Ukraine, and in compliance with the 3% 6% 12% 57% 22% Planned investments for 2023 Agricultural land Agricultural machinery transportt and logistics Warhouse facilities Acquisitions Mnifacturing industry Agricultural land 1 500 Agricultural machinery, transport and logistics 2 500 Warehouse facilities 5 300 Aquisitions 26 000 Manifacturing industry 10 000 Total planned investments for 2023 (in BGN thousand) 45 300 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 52 requirements of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, the Company undertakes to promptly disclose information on the actual or potential impact of the military conflict on its business, financial and economic position and on its planned investment intentions, as it include a quantitative and qualitative assessment of this impact in its financial reporting information as well as in the form of incidental information. 5. FINANCIAL INDICATORS AND FINANCIAL POSITION OF THE COMPANY OPERATING RESULTS A. Analysis of the Balance Sheet FINANCIAL STANDING REPORT OF AGRIA GROUP HOLDING AD (BGN in thousands) ASSETS 31.12.2022 31.12.2021 Non-current assets Lands and buildings 7,532 5,644 Vehicles and others 297 33 Costs for acquisition of a long term assets 235 0 Right-of-use assets 438 658 Intangible assets 97 106 Investments in subsidiaries and associates 104,413 82613 Deferred tax assets 0 0 Total non-current assets 113,012 89,054 Current assets Receivables from related enterprises 35,348 16,605 Trade receivables 402 9,355 Reimbursable tax 87 33 Advances to suppliers 0 0 Cash and cash equivalents 641 196 Total current assets 36,478 26,189 Total assets 149,490 115,243 LIABILITIES Equity Share capital 5,410 6,800 Reserves 18,949 17,176 Financial result from preceding periods 31,859 32,243 Financial result for the period 42,181 2,086 Total equity 98,399 58,305 Liabilities Non-current liabilities Payables under loans 16,909 23,563 Other non-current liabilities 858 731 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 53 Total non-current liabilities 17,767 24,294 Current liabilities Current liabilities to financial institutions 28,228 29,470 Current liabilities to related enterprises 4,678 2,925 Current liabilities to suppliers and clients 292 162 Liabilities to employees 67 57 Liabilities to insurance institutions 12 10 Tax liabilities 27 3 Other liabilities 20 17 Total current liabilities 33,324 32,644 Total liabilities 51,091 56,938 Total equity and liabilities 149,490 115,243 1. Analysis of Assets The non- current assets in the company’s balance sheet comprise mainly its stakes in subsidiaries. 2. Analysis of Liabilities Equity grew from BGN 58,305,000 as at 31.12.2021 to BGN 98,399,000 as at 31.12.2022 due to the financial result for the period and reassessments of agricultural land. The company completed the reporting period with a net profit of BGN 42,181,000 compared to a profit of BGN 2,086,000 for the preceding period. B. Analysis of the Statement of Comprehensive Income INCOME STATEMENT FOR THE PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF AGRIA GROUP HOLDING AD (BGN IN THOUSANDS) 31.12.2022 31.12.2021 Sales 537 443 Other income 19 9 Total revenue from non-financing activities 556 452 Expenses by nature Materials (153) (112) External services (694) (420) Wages (1,054) (726) Social and health insurance (50) (36) Depreciation costs (391) (271) Other expenses (493) (68) Total expenses by nature (2,835) (1,633) ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 54 Interest expenses (1,190) (1,264) Expenses for fees and commissions (210) (175) Expenses for foreign exchange operations (1) Dividend and interest income 45,856 4,706 Result for the period before tax 42,177 2,085 Tax expenses/(income) (4) (1) Net result for the period 42,181 2,086 The income from the operations of the Company in 2022 amounts to BGN 537,000. The Company also registers interest income amounting to BGN 548,000 and dividend income to the amount of BGN 45,308,000. Because of the economic activity carried out and the reported income, Agria Group Holding AD closed its accounts as at 31.12.2022 with a positive net result of its operations to the amount of BGN 42,181,000. As at 31.12.2022, the equity of the Company on a non-consolidated basis stand at BGN 98,399,000, and it is the Company’s main source of internal liquidit y. Of it, BGN 6,800,000 are subscribed and fully paid in share capital. The table below presents the internal sources of liquidity of the company in accordance with the non- consolidated financial statements. BGN in thousands - on a non-consolidated basis 31.12.2022 2021 2020 2019 Share capital 6,800 6,800 6,800 6,800 Subscribed capital 6,800 6,800 6,800 6,800 Own shares purchase -1,390 0 0 0 Reserves 18,949 17,176 17,176 17,176 Financial result 74,040 34,329 33,243 31,227 Total equity 98,399 58,305 57,219 55,203 C. Liquidity The liquidity ratios are an indicator of the ability of the company to repay its debts in a timely manner. They are connected with the liquidity risk, which is the risk for the issuer not to have sufficient funds available to meet maturing payables to creditors. The Company manages its assets and liabilities in such a way as to guarantee that it will cover its daily payments regularly and without delay. Cash in hand and in bank deposits as at 31.12.2022 stand at BGN 641,000 and is 1.92% of short-term liabilities. The liquidity ratios of Agria Group Holding AD, calculated on the basis of its non-consolidated financial statements, are shown in the following table: Liquidity indicators 31.12.2022 31.12.2021 31.12.2020 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 55 Current ratio Current assets / current liabilities 1,09 0,80 0,84 Quick ratio (Cash + Cash equivalents + Receivables) / Current liabilities 1,09 0,80 0,84 Cash ratio (Cash + Cash equivalents) / Current liabilities 0,02 0,01 0,01 6. RISKS FACING THE COMPANY. GOALS AND POLICY OF THE COMPANY ON RISK MANAGEMENT The operation of each company is exposed to certain risks affecting its performance. The operation of Agria Group Holding AD is exposed to the risks listed below. The risk factors are listed consequentially in accordance with their significance to the operations of the issuer. A. Specific risks 1. Market risks Market risk is related to the changes in market conditions. It includes income risks, profit risks, interest rate, liquidity and currency risks. 2. Income risks The Company’s future sales are subject to normal market risks. The main future income depends on the possibility for AGRIA GROUP HOLDING AD to perform its market and investment strategy, as well as on the current market situation. To reduce those risks considerably, the Company relies on an increased intra-company capability of effective forecasting and planning, as well as on maintaining stable customer relations.. 3. Profit risks The market risk can also influence the Company’s expenses, particularly in cases when the rate of growth of expenses is faster than that of income. 4. Interest rate risk The int erest rate risk manifests itself in the possibility of a rise in the cost of financing the Company’s activities. Regarding fixed rate loans, in the case of a potential drop in market interest rates, the issuer may not succeed in obtaining resources at the available lower interest rates. If such circumstances arise, the Issuer would be operating under less advantageous conditions than its competitors. Such development would lead to higher interest payments by the Issuer in comparison to other companies which would finance their activities at the current market rates; consequently, this would lead to lower net profit. Regarding floating rate loans, in the case of a potential drop in market interest levels, the interest rate payable by the Company on its loans will also drop. An interest rate risk for floating rate loans exists in the case of a rise in market levels, when the resources used by the Issuer will become more expensive. In order to minimise the interest rate risk, the Issuer diversifies the sources through which it ensures the financing of its activity. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 56 5. Liquidity risk Liquidity risk is a risk related to the ability for the Issuer to cover its trade payables to suppliers and creditors within the negotiated term and amount of payments. Agria Group Holding AD manages its assets and liabilities in such a way as to guarantee that it will cover its daily payments regularly and without delay. This risk component is minimised by accuracy and commitment in agreements with the trade counterparties with which cash revenue or payments are planned. 6. Currency risk Currency risk is the risk that the Issuer may suffer losses due to the fluctuation of market prices of the various currencies it uses. Agria Group Holding AD carries out its operations predominantly in Bulgarian leva (BGN) and Euro (EUR). The Euro is the main currency in which the Issuer settles its foreign trade relations – sales of goods/produce and purchase of materials necessary for its activity. Under the conditions of a currency board and a fixed rate of the BGN against the EUR, the management of the company consider that the Issuer is not exposed to a significant risk of changes in currency rates. B. Operational risks The chief operational risks and the measures taken to minimise those risks are to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group Holding AD functions as a legal entity which is a holding company carrying out investment activities, which aims to manage the stake it holds in its subsidiaries, and which does not directly carry out any other production and/or commercial activity of its own. The operational risk is related to damage or loss suffered by the Company due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation. The probability that the Issuer may suffer damage or loss due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation via its subsidiaries is insignificant. Part of the chief operational risks is related to a potential load on capacities and to providing the necessary raw materials. Potential risks could arise in relation to the workforce available in the regions where the subsidiaries of the Issuer perform their commercial activities. The operational risk is related to damage or loss suffered by the Company due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation. The probability that the Issuer may suffer damage or loss due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation via its subsidiaries is insignificant. Part of the chief operational risks is related to a potential load on capacities and to providing the necessary raw materials. Potential risks could arise in relation to the workforce available in the regions where the subsidiaries of the Issuer perform their commercial activities. The main risk for the Issuer’s subsidiaries which perform commercial activities related to growing and storing agricultural produce includes inclement weather conditions, diseases and other natural risks. In order to minimise those risks and any potential loss, the subsidiaries obtain insurance policies for all areas on the production in progress of all agro-technical activities against all main risks, together with storm, fire and hail, including insurance policies against freezing of all crops being grown. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 57 Insurance policies are obtained for all general risks, including earthquake risk for all real estate and production capacities owned by the companies in the group. Despite the tight competition, the Company considers that it has a competitive edge on the market owing to its experienced management staff and its established reputation. In this respect it should be noted that the management staff and the Company’s employees are highly qualified and motivated specialists, organised in relatively independent active structural units which maintain a maximally complete and up-to-date data base of the development and trends of the respective markets. C. Non-specific (systemic) risks The holding company and its subsidiaries are also exposed to systemic risks, mainly related to the macro environment in which they operate. These risks are not subject to supervision and under the control of Agria Group Holding’s management. The main systemic risk to the activity of the company and its subsidiaries can be identified as the military conflict between Russia and Ukraine, the main exporters of grain worldwide. The outbreak of war has complicated grain and oilseed exports, triggering fears of a food crisis and a high spike in commodity prices in 2022, as well as instability on international markets. Despite the establishment of export corridors from Ukraine and the current soothing of markets, the ongoing military situation threatens to deepen the conflict, which could lead to the restriction or hindrance of exports through the imposition of non-market administrative measures. The Company's management does not anticipate any adverse impact on the results of operations and business processes of the holding company as the Company has no direct exposure to related parties, and/or key customers or suppliers in Russia and Ukraine. Effect on liquidity. The management concludes that there are no liquidity restrictions for the company and the group as a whole in short and medium term. To date, the holding group is supported by global financial institutions with which it works, such as European Investment Bank, DSK Bank, UniCredit Bulbank, UBB AD and etc. 7. CORPORATE SOCIAL RESPONSIBILITY The Company follows a consistent policy of Social Corporate Responsibility. Agria Group Holding AD is a public company and its social responsibility finds expression in all aspects of its corporate activities. The management of Agria Group Holding prioritizes environmental protection and people’s health in its corporate policy through its products, services and working conditions. The company’s social engagements in its capacity of employer toward workers and employees find expression in providing safe and healthy working conditions as well as following an environmental protection policy. Agria’s senior management encourages following business standards and practices for public social responsibility regarding the environmental and employee policies. The company assess regularly the impact of its activities on the environment and observe strictly the requirements and regulations for environmental protection, health and safety of the employees and the society in production of grains in the following aspects. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 58 Agricultural production is highly dependent on climate change, and at the same time is an important factor, influencing natural and climate conditions. The company has taken the necessary measures and activities to adapt grain production to the changing environment and to have a positive impact on climate change and to promote the sustainable development of agricultural holdings in the holding group. An essential priority of corporate management is environment protection. The company combines social, economic and environmental approaches on the way to achieving sustainable agricultural practices and to the practice of reducing the carbon footprint in grain production. 1. Environmental protection The company develops practices in connection with soil nutrition and production of grains appropriate for particular soil type and adapted to the specifications of the soil. Compliance with the following principles and rules is endorsed when using pesticides. • Use of pesticides’ alternatives; use of selective pesticides, keeping biodiversity and fighting particular wreckers in particular timeframes taking in account the biology life and development; harvest of alternative crops resistant to wreckers; crop rotations; mechanic weed control. • Staff education for using pesticides, observing the quantities recommended by the producers. Pesticides declared by World Health Organization as dangerous are not used. • Storage in original packages in cool and dry places with active ventilation, which can be isolated and marked with appropriate signs. Mixing and moving pesticide can only be performed by educated staff in places with good lightening and ventilation wearing protective clothing/apparel. The access to the premises where the pesticides are stores is strongly restricted. Assessment of the necessity of crop nutrition is made, balancing utilization of food substances, rotating crop sowing, plowing organic waste in the soil; providing buffer zones around the water sources in order to diminish the loss of food substances. In order to prevent loss of genetic resources and in view of providing biodiversity are used plant waste of previous crops for nutritious soil preparation; observation of keeping the eco systems; certified seeds are used. Investments are being made in innovative agricultural machinery, equipped with smart farming software to reduce the use of pesticides and fertilizers. Agricultural equipment for harvesting of cereals is provided with devices for uniform dispersion of the crop residues which are plowed into the soil and thus recovering part of the nutrients in the soil horizon. Burning of vegetable waste is not performed, the use of nitrates is reduced. 2. Health and safety of the staff The company follows a consistent policy in order to minimize the risks of: ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 59 • Physical danger – by qualified and experienced staff for the use of machinery and motor vehicles. • Work in closed spaces – silos, water basins, etc. The access to them is strongly restricted and it is allowed under the supervision of educated staff. • Chemical danger in case of contact with pesticides – a training is conducted for work with pesticides; following the hygiene and safety practices. • Fire and explosions risks – precautions are taken about minimizing the risk of fire in the warehouses for grain storage by using modern and quality production capacity and qualified and experienced staff. • Risk of spread of viruses and infections – the corporate management take precautions and solutions to safeguard the health of the employees and to prevent and limit the spread of viruses and infections. 8. REQUIREMENTS OF THE ACCOUNTANCY ACT FOR DRAWING UP AND PUBLISHING NON-FINANCIAL DECLARATION Requirements of the Accountancy Act for drawing up and publishing non-financial declaration and consolidated non-financial declaration by large enterprises which are public-interest entities in which the average number of employees exceeds 500 for the reporting period. According to the provisions of the Accountancy Act, when enterprises and parent companies of enterprise groups meet certain requirements and criteria, they should draw up and present a non-financial declaration as part of the annual report for the financial year. In particular, the requirements of the law in relation to non- financial declaration are as follows: “ Art. 41. Large enterprises which are public interest enterprises and which, at 31 December of the reporting period, exceed the criterion of the average number of employees during the financial year of 500 people, shall include a non-financial declaration under Article 48 in their report on the operations. ” The Accountancy Act defines criteria for categorization of the enterprises (art. 19) and group of enterprises (art. 21). In addition, according to provision § 4 of the additional provisions of the act, “ Public interest enterprises for the purposes of this Act shall be treated as large enterprises, with the exception of the applicable accounting basis, regardless of the book value of the assets, the net sales revenue and the average number of employees . ” Agria Group Holding AD is a public company which transferable securities – shares are admitted to trading and are traded on a regulated security market. In this capacity, according to the text of § 1 , item 22 of the Additional provisions of the Accountancy Act (the act), for the purpose of the applicable basis of the act, the company is deemed an enterprise of public interest (Public Interest Enterprise). In 2022, on a non-consolidated basis, the company has the following indicators: - Book value of the assets: BGN 149,490,000; - Net sales revenue: BGN 537,000, and - Average number of employees (for the reporting year): 8 people. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 60 Although the company does not cover the requirements based on quantitative criteria according to the Accountancy Act, for the purpose of application scope of the law and in relation to the requirements for annual closure of accounts for 2022, Agria Group Holding should be considered a large enterprise . In 2022, on a consolidated basis, the group has the following preliminary indicators: - Book value of the assets: BGN 508,773,000; - Net sales revenue: BGN 725,813,000, and - Average number of employees (for the reporting year): 485 people. For the purposes of the application scope of the Act and in relation to the requirements of annual reporting for 2022, at a group level Agria Group Holding should be deemed a large group . Applicability of the requirements of the Accountancy Act for preparing and publishing non-financial declaration and consolidated non-financial declaration by Agria Group Holding AD as part of the annual reporting for 2022 on a non-consolidated and consolidated basis. The requirements, which the Accounting Act prescribes in order to assess whether the requirement for preparation and publishing a non-financial declaration is applicable, are cumulative, namely: • The enterprise/Parent company in a large group/ to be a Public Interest Enterprise and to be a large enterprise/accordingly large group; • As at 31 December (of the corresponding year for which is assessed the presence or absence of a legal obligation) to exceed on an individual, respectively on a consolidated basis, the criteria for average number of employees 500 people. In 2022 on a non-consolidated basis, the company has a number of employees – 8 people, on a consolidated basis – 485 people. Therefore, there is no legal cumulative requirement, respectively as long as the requirements of the law are not covered at an individual and consolidated level (Art. 41, Art. 51), Agria Group Holding AD is not obliged to prepare and publish as part of the individual and consolidated activity report for 2022, non-financial declaration. 9. IMPORTANT EVENTS FOR AGRIA GROUP HOLDING AD THAT TOOK PLACE IN THE 2022 FINANCIAL YEAR DATE EVENT 31.12.2022 1. Based on inconclusive data, Agria Group Holding AD has generated non- consolidated income for 2022 in the amount of BGN 537 thousand. 2. The company generated revenues on a non-consolidated basis for 2022 amounting to BGN 42,181 thousand. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 61 3. The company’s equity on non -consolidated basis as at 31.12.2022 is BGN 98,399 thousand. 23.12.2022 The Company has disclosed INSIDE INFORMATION under art. 7 of regulation No596/2014 of the european parliament and the council from 16 april 2014 and in the scope of the exemplary list of facts and CIRCUMSTANCES SUBJECT TO DISCLOSURE IN ACCORDANCE WITH APPENDIX No4 TO ART. 12, PARA 1, ITEM 1 OF ORDINANCE No2 OF FSC with the following content: At a meeting of the Board of Directors of BSE AD held on Minutes No. 81/21.12.2022, the following resolutions were adopted: 1.Pursuant to Article 33, Par. 8 of Part III of the Rules for Admission to Trading, accepts for trading on the BSE Main Market, "Premium" share segment, the shares issued by Agria Group Holding AD Varna, stock code AGH, ISIN code BG1100085072, as of 03.01.2023 (Tuesday). 2.Pursuant to Article 43 of Part III of the Rules for Admission to Trading of the Rules of Procedure of the BSE, the Board of Directors of the BSE shall terminate the registration of the issue of shares issued by Agria Group Holding AD-Varna, stock code AGH, ISIN code BG1100085072, on the "Standard" Share Segment of the BSE Main Market as of 03.01.2023 (Tuesday). 25.11.2022 The company presented quarterly consolidated report for the thirth quarter of 2022 to the FSC, BSE-Sofia AD and the public. 17.11.2022 Agria Group Holding AD concluded a sale-purchase contract of 441,866 ordinary registered dematerialised shares with voting rights from Almagest AD capital, entered in the Commercial Register and in the Register of Legal Entities at the Registry Agency with UIC 175340142, with a nominal value of 80 each, representing 100% of the capital of Almagest AD. Acquisition of the ownership right to 100% of the shares of the capital of Almagest AD is performed according to the procedure stipulated by the legislation and the Articles of Association of Almagest AD and after obtaining a resolution from the Commission on Protection of Competition authorizing the sale of the shares by the seller to the buyer. The shares are transferred to the buyer "Agria Group Holding"AD free of any obligations, encumbrances, rights and claims of third parties, together with all rights arising from or related to them. Almagest AD is developing activities in the field of storage, processing of crops (corn and wheat) for the production of bioethanol used as a substitute for gasoline fuel in internal combustion engines and for the food industry and in the field of trade in grain seeds and ethanol produced from them. The production and trade of oilseed grains and vegetable oils are within the scope of Agria Group Holding's business lines as part of the holding's business model. An investment in the acquisition of the shares of the capital of Almagest AD suggests the potential for market presence of Agria Group Holding AD in the market of renewable energy sources (bioethanol), denatured ethanol and DDGS, for the expansion of the regional positioning of the company in different regions of the country and for business practices of synergy with the other business lines of the companies of the holding structure. The nature of such an investment would lead to long-term security and sustainability of the company's business model, better cash flow rhythmicity and value addition on a ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 62 group level, in parallel with investments in the agribusiness and grain trading sectors. The future transaction is ensurig the implementation of part of the investment program of the holding in the direction of strengthening Agria Group Holding's presence in the renewable energy market, which is within the scope of the holding's business lines, in accordance with the long-term development strategy. Combining the business potential of Agria Group Holding AD and Almagest AD, would be representing a sustainable foundation for future successful growth and diversification of the business lines developed by the company. There are no related and/or interested parties involved in the future transaction. The transaction does not fall within the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the ordinary commercial activity, representing the sum of actions and transactions performed by the company within the scope of its business activity and in accordance with the ordinary commercial practice. 26.10.2022 The company presented quarterly non-consolidated report for the third quarter of 2022 to the FSC, BSE-Sofia AD and the public. 11.10.2022 The Company has disclosed INSIDE INFORMATION under art. 7 of regulation No596/2014 of the european parliament and the council from 16 april 2014 and in the scope of the exemplary list of facts and CIRCUMSTANCES SUBJECT TO DISCLOSURE IN ACCORDANCE WITH APPENDIX No4 TO ART. 12, PARA 1, ITEM 1 OF ORDINANCE No2 OF FSC with the following content: As a result of research and preliminary negotiations between Agria Group Holding AD and the owners of the capital of Almagest AD with UIC 175340142, Agria Group Holding AD has made an offer to acquire the ownership of 441,866 ordinary registered dematerialised shares with voting rights representing 100% of the capital of Almagest AD, which has been confirmed by the holders of the shares. Almagest AD is developing activities in the field of storage, processing of crops (corn and wheat) for the production of bioethanol used as a substitute for gasoline fuel in internal combustion engines and for the food industry and in the field of trade in grain seeds and ethanol produced from them. The production and trade of oilseed grains and vegetable oils are within the scope of Agria Group Holding's business lines as part of the holding's business model. An investment in the acquisition of the shares of the capital of Almagest AD suggests the potential for market presence of Agria Group Holding AD in the market of renewable energy sources (bioethanol), denatured ethanol and DDGS, for the expansion of the regional positioning of the company in different regions of the country and for business practices of synergy with the other business lines of the companies of the holding structure. The nature of such an investment would lead to long- term security and sustainability of the company's business model, better cash flow rhythmicity and value addition on a group level, in parallel with investments in the agribusiness and grain trading sectors. Following the successful completion of negotiations and an empowering decision by the corporate management of Agria Group Holding AD, a deal is to be ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 63 concluded for the acquisition of ownership of 441,866 ordinary registered dematerialised shares with voting rights representing 100% of the capital of Almagest AD. A possible future transaction would ensure the implementation of part of the investment program of the holding in the direction of strengthening Agria Group Holding's presence in the renewable energy market, which is within the scope of the holding's business lines, in accordance with the long-term development strategy. Combining the business potential of Agria Group Holding AD and Almagest AD, would be representing a sustainable foundation for future successful growth and diversification of the business lines developed by the company. There are no related and/or interested parties involved in the future transaction. The transaction does not fall within the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the ordinary commercial activity, representing the sum of actions and transactions performed by the company within the scope of its business activity and in accordance with the ordinary commercial practice. 01.10.2022 – 31.12.2022 Pursuant to the Investment Program of the companies in the holding group, during the fourth quarter of 2022, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. 28.09.2022 The company has presentd to the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public a notice of repurchased its own shares as of 27.09.2022 as follows: As of 27.09.2022 Agria Group Holding AD has repurchased 50 000 (fifty thousand) company shares on a regulated market, representing 0.74% of its capital. 26.09.2022 The company has presentd to the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public a notice concerning the repurchased its own shares up to 50 000 (fifthy thousand) ordinary company shares on a regulated market with starting date as of 27.09.2022. The order for repurchasing is given to Elana Trading AD. 21.09.2022 An increase of the capital of Tera Protekt EOOD from BGN 300,000 to BGN 900,000 was registered in the Commercial Register through the subscription of 60,000 new shares with a value of BGN 10 each, the new capital shares has being acquired by the sole owner of the capital of Agria Group Holding AD. 08.09.2022 A decision was adopted to increase the capital of Tera Protekt EOODfrom BGN 300,000 to BGN 900,000, or by an amount of BGN 600,000, by subscribing for 60,000 new shares of BGN 10 each, with the new shares of the capital to be fully subscribed by the sole owner of the capital, Agria Group Holding AD. The sole ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 64 owner of the capital "Agria Group Holding "AD has paid the full amount of the capital increase by making an actual payment into the current bank account of "Tera Protekt "EOOD. "Agria Group Holding" AD subscribed and acquired the new 60 000 shares of 10 BGN each for a total value of 600 000 BGN. As a result of the increase, the capital of "Tera Protekt "EOOD amounts to a total of BGN 900,000, divided into 90,000 shares of BGN 10 each. 18.08.2022 The company presented a half-yearly consolidated report for the first half of 2022 to the FSC, BSE-Sofia AD and the public. 11.08.2022 On 11 th August 2022, the increase of the capital of "AgriVia Oil" EOOD was entered in the Commercial Register and in the Register of Legal Entities at the Registry Agency from BGN 5 to BGN 4,000,005 or in the amount of BGN 4,000,000, by subscribing new 4,000,000 shares worth BGN 1 each , with the new shares of the capital being aquired entirely by the sole owner of the capital "Agria Group Holding" AD. "Agria Group Holding" AD has subscribed and acquired the new 4,000,000 shares worth BGN 1 each for a total value of BGN 4,000,000. As a result of the increase, the capital of "AgriVia Oil" EOOD amounts to a total amount of BGN 4,000,005, divided into 4,000,005 shares of BGN 1 each. 25.07.2022 The company presented a half-yearly non-consolidated report for the first half of 2022 to the FSC, BSE-Sofia AD and the public. 25.07.2022 On 25th July 2022 Agria Group Holding AD was entered in the Commercial Register and in the Register of Legal Entities at the Registry Agency as the sole owner of the capital of AgriaVia Oil ЕОО D. 19.07.2022 On 19th July 2022, Agria Group Holding AD declared dividend income from Agria Group Holding AD's subsidiary Kristeria-Agro EOOD in the amount of BGN 4 000 000. 13.07.2022 Agria Group Holding AD has concluded a contract for the acquisition in the procedure provided for by the legislation (through a contract for the transfer of company shares with notarized signatures and content under Article 129 of the Commercial Law) of the ownership of 100% of the shares of the capital of the trading company AgriVia Oil ЕООD developing activities in the field of trade in grain oilseeds and vegetable oils. The production and trade of grain oilseeds and vegetable oils are within the scope of Agria Group Holding AD's activities as part of the holding's business model. The nature of such an investment would lead to long-term cash flow security, sustainability, and profitability at a group level, in line with investments in the agribusiness and grain-trading sector. The transaction ensures the implementation of part of the investment program of the holding in the direction of strengthening the processing and export orientation of the company in line with the long-term development strategy. Combining the business potential of Agria Group Holding AD and AgriVia Oil EOOD in the direction of trade and logistics of bulk grain (oilseed grains) and vegetable oils, represents a sustainable foundation for future successful development and diversification of the business lines developed by the company. The Company has disclosed on 13 July 2022 INSIDE INFORMATION about the transaction pursuant to Article 7 of Regulation No 596/2014 of the European ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 65 Parliament and of the Council of 16 April 2014 and within the scope of the indicative list of facts and circumstances subject to disclosure pursuant to Annex 4 to Article 12, paragraph 1, item 1 of Regulation No 2 of the FSC. 01.07.2022 On 1st July 2022 Agria Group Holding AD has disclosed to the Financial Supervision Commission, Bulgarian Stock Exchange-Sofia AD and Central Depository AD a cash dividend notification containing the terms and conditions for the payment of dividend for 2020 and for 2021 as follows, adopted a resolution to distribute the Company's net profit for 2021 amounting to BGN 2 086 000.43 as a cash dividend to the shareholders, together with a part of the Company's undistributed net profit for 2020 amounting to BGN 413 999.57, the total amount of the dividend being BGN 2 500 000.00. The persons registered in the records of the Central Depository as being entitled to receive the dividend as at the 14th day following the date of the General Meeting, namely 12 July 2022, shall be entitled to receive the dividend for 2020 and 2021. Gross dividend per share - BGN 0.3676471. Net dividend per share for individual shareholders after deduction of 5% tax - BGN 0.3492647. Selected commercial bank for dividend payment - UniCredit Bulbank AD. Starting date for payment of the dividend - 15 August 2022. The dividend will be paid as follows: for shareholders with customer accounts opened with investment intermediaries - through the respective investment intermediary; for shareholders without accounts with investment intermediaries - through the branches of UniCredit Bulbank AD in the country until 29 December 2022. 01.07.2022 - 30.09.2022 Pursuant to the Investment Program of the companies in the holding group, during the third quarter of 2022, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. 30.06.2022 The Company has presented the minutes of the Ordinary General Meeting of Shareholders of Agria Group Holding AD Varna held on 28 June 2022 to the FSC, BSE-Sofia and the public. 28.06.2022 Ordinary General Meeting of shareholders of Agria Group Holding AD, Varna was held and the following resolutions were passed: 1. The General Meeting approves the audited annual financial statement of the Company for 2021, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public. 2. The General Meeting approves the Audited annual consolidated activity report of the Company for 2021, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public. 3. The General Meeting of Shareholders adopts a resolution to distribute the Company's generated net profit for 2021 amounting to BGN 2 086 000.43 as a cash dividend ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 66 to the shareholders, together with a part of the Company's undistributed net profit for 2020 amounting to BGN 413 999.57, as the total amount of the dividend amounts to BGN 2 500 000.00. The persons entitled to receive dividend should be entered in the registers of the Central Depository as holders of dividend rights as of the 14th day following the General Meeting at which the Annual Financial Statements and the resolution on the distribution of profits are adopted. The General Meeting of Shareholders authorizes the Board of Directors of the Company to take all necessary factual and legal actions regarding the dividend pay-off, including selection of servicing bank, the initial and final date for the payment of the dividend. 4. The General Meeting discharges from liability the members of the Board of Directors of the Company with regard to their activity in 2021. 5. The General Meeting approves the report of the Investor Relations Director of the Company for 2021. 6. The General Meeting approves the report on the activity of the Auditing Committee of the Company for 2021. 7. The General Meeting passes a resolution for election of the Audit Committee of Agria Group Holding AD in the following composition: Simeon Parvanov Milev, Svetla Valentinova Gancheva and Milena Ivanova Gigova. 8. The General Meeting determines a mandate of 1 year for the Audit Committee of Agria Group Holding AD and remuneration of its members as follows: monthly remuneration for The Chairman of the Audit Committee amounting to BGN 1300 and monthly remuneration for all the members of Audit committee amounting to BGN 500. 9. The General Meeting passes a resolution for election of a registered auditor of the Company for 2022 in accordance with the proposal presented by the Auditing Committee namely: Audit company „Primorska Audit Company“ OOD, entered into the register under Art.20 of IFAA, having number 086, lead auditor – Marian Nikolov, Certified Public Accountant, registered auditor, entered into the register under Art.20 of IFAA, having number 061.” 10. The General Meeting approves the report on the implementation of the Policy for remuneration of the members of the Board of Directors of Agria Group Holding AD for 2021. 11. The General Meeting of Shareholders passes a resolution for buy- back of Company’s own shares under the following conditions: Number of shares subject to buy-back – up to 3% of the total voting shares, issued by the company or up to 204 000 shares. – Minimum buy-back price – BGN 28.00 – Maximum buy-back price – BGN 33.00 – Initial date of buy-back – 30th June 2022 – Final date of buy-back – not later than 30th June 2023 – Payment term of buy-back shares – according to the legislation in force. The General Meeting of Shareholders authorizes the Board of Directors to conduct unlimited procedures for buy-back during the buy-back period; in the term of each procedure, depending on the market conditions, to change under their discretion the buy-back price within the price limits set by the General Meeting of shareholders; to determine an investment broker who shall be assigned to proceed the buy-back order; to determine all remaining parameters ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 67 of the buy-back and take all necessary factual and legal actions pursuant to the resolution of the General Meeting. Buy-back goal – increase in the liquidity of the Company’s shares; 12. The General Meeting of Shareholders authorizes the Board of Directors of the Company to determine additional remuneration for 2021 for the members of the Board of Directors to a total amount of BGN 500 000 and to distribute additional remuneration to the members of the Board of Directors in the voted amount, in compliance with the approved Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD. 14.06.2022 The Company determined the circle of members with voting rights in The Ordinary General Meeting of Shareholders, scheduled for 28 June 2022 on the basis of a list / book of shareholders of the Company, presented by the Central Depository. 25.05.2022 The company presented a quarterly consolidated report on the first quarter of 2022 to the FSC, BSE-Sofia AD and the public. 20.05.2022 The company presented an invitation for the Ordinary General Meeting of shareholders of Agria Group Holding AD on 28 June 2022 to the FSC, BSE-Sofia AD and the public. 20.05.2022 The company presented an invitation for the Ordinary General Meeting of shareholders of Agria Group Holding AD on 28 June 2022 and the General Meeting materials to the FSC, BSE-Sofia AD and the public. 03.05.2022 The Company presented an annual consolidated report for 2021 prepared in accordance with Delegated Regulation (EU) 2019/815 of the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public. 29.04.2022 The company presented a quarterly non-consolidated report for the first quarter of 2022 to the FSC, BSE-Sofia AD and the public. 13.04.2022 On 13th of April 2022, Agria Group Holding's subsidiary Bora Energy Ltd. acquired the ownership of 20,000 ordinary registered shares with voting rights, representing 1/3 of the capital of Energy Solar Technologies Ltd., developing activity in field of renewable energy production through the utilization of solar energy by investing in solar parks. Investments in renewable energy projects is within the scope of the business lines of Agria Group Holding JSC, as part of the holding's business model. Investments in renewable energy projects is within the scope of the business lines of Agria Group Holding JSC, as part of the holding's business model. The ownership acquisition of the shares is executed in accordance to the required legislation procedure, by means of a giro of the temporary certificates representing the shares and entry in the shareholders register. The nature of such investment would lead to long-term cash flow security and sustainability as well as profitability on a group level, in line with investments in the agribusiness and grain trading sectors. 07.04.2022 On 7th of April 2022, in the Commercial Register and in the Register of Legal Entities at the Registry Agency, the following changes were entered in the account of the subsidiary of Agria Group Holding AD Korn Security Ltd: ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 68 1.Increase of the capital of Korn Security LTD. from BGN 5,000 to BGN 12,205,000 or with the amount of BGN 12,200,000, by subscription of 122,000 new shares of BGN 100 each, the new shares of the capital being fully assumed by the sole owner of the capital Agria Group Holding JSC. 2.The former manager of Korn Security Ltd., Ilko Hristov Iliev, has been erased and Emil Veselinov Raykov, who has been elected and empowered as manager to represent the company, was registered. 3.The company name has been changed from Korn Security Ltd. to AG Property Invest Ltd. 06.04.2022 On 6th of April 2022, in the Commercial Register and in the Register of Legal Entities at the Registry Agency, was registered the transfer of the commercial company ZKPU "VEDRINA" with its registered administration and management address in the village of Vedrina, Dobrich Municipality, Dobrich Region, as a set of rights, obligations and factual relations within the meaning of Article 15 of the Commercial Law to the subsidiary of Agria Group Holding AD company Korn Star Ltd. 31.03.2022 – 30.06.2022 In the period covering the second quarter of 2022, Agria Group Holding AD recorded dividend income from Agria Group Holding AD subsidiaries (Korn Trade Ltd, Amber Ltd, Agro Ltd, BD Agri Ltd, BD Farm Ltd, Tony-M Ltd, Agra EAD, Kristera Plc) in the total amount of BGN 29,000 thousand. 01.01.2022 – 30.06.2022 Pursuant to the Investment Program of the companies in the holding group, during the first half of 2022, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. 31.03.2022 The subsidiary of Agria Group Holding AD, Korn Star LTD., concluded a contract for acquiring the right of ownership of the trading company ZKPU “Vedrina”, with headquarters and management address in the village of Vedrina, Dobrich Municipality, Dobrich Region, as a set of rights, obligations and factual relations within the meaning of Article 15 of the Commercial Law. The agreement is in line with the structure and scale of Agria Group Holding's investments, as well as with the holding's growing potential for development in production of grain and trading. The purpose of the acquisition of the trading company is orientated towards the optimization of the processes of structuring the farmland properties by territories, consolidation of the total cultivated farmlands and right positioning of the farms with the scope of the territory in which the companies of the Holding develop commercial activity, which is a main priority in the strategy for development of the Group and is a next step to improving the structure of the production, supply and trade in grains. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 69 29.03.2022 The subsidiary of Agria Group Holding JSC, Korn Security Ltd., acquired the ownership of 10 031 430 ordinary registered shares with voting rights, representing 50% of the capital of the trading company AB INVESTMENTS GROUP JSC, developing activity in acquisition of real estate investments with exclusive locations. The ownership acquisition of the shares is executed in accordance with the required legislation procedure, by means of a giro of the temporary certificates representing the shares and entry in the shareholders register. The transaction is in line with the Company potential to create additional value by generating new business strands in the operations of the holding companies. The nature of such investment would lead to long-term cash flow security and sustainability as well as profitability on a group level, in line with investments in the agribusiness and grain trading sectors. 25.03.2022 The Company presented an annual non-consolidated report for 2021 to the FSC, BSE-Sofia AD and the public. 16.03.2022 The transfer of 45% (forty-five percent) of the share capital of Silk Gas BG OOD to Agria Group Holding JSC have been entered in the Commercial register and register of NPLE at the Registry Agency. Silk Gas BG has been transformed from a limited liability company to a sole-owned limited liability company with sole owner of the capital Agria Group Holding JSC. 28.02.2022 The company presented a quarterly consolidated report for the fourth quarter of 2021 to the FSC, BSE-Sofia AD and the public. 28.01.2022 The company presented a quarterly non-consolidated report for the fourth quarter of 2021 to the FSC, BSE-Sofia AD and the public. 01.01.2022- 31.03.2022 During the first quarter of 2022, Agria Group Holding AD has generated dividend income of BGN 500,000 from the subsidiary Korn Trade EOOD, BGN 5,400,000 from the subsidiary “Kristera- Agro” EOOD and BGN 6,300,000 from the subsidiary Kristera AD. 01.01.2022- 31.03.2022 Pursuant to the Investment Program of the companies in the holding group, during the first quarter of 2022, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The purchased lands are located in the regions where the companies are already cultivating agricultural lands. Due to the usual commercial activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 70 10. INFORMATION ON LARGE TRANSACTIONS ENTERED INTO BETWEEN RELATED PARTIES IN 2022 During the 2022 financial year Agria Group Holding AD entered into no large transactions with related parties, with the exception of ordinary economic activity transactions. 11. INFORMATION UNDER ART. 187E AND ART. 247 OF THE COMMERCIAL ACT The Company owns 50 000 (fifty thousand) of its own shares representing 0.74% of its capital. Own shares were acquired during the past 2022, as follows: As of 27.09.2022 "Agria Group Holding" AD has purchased 50 000 (fifty thousand) own shares on a regulated market, representing 0.74% of its capital. Names, functions, remuneration and equity held in other companies of the members of the management and supervisory body Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the members of the Board of Directors are determined in accordance with the Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is approved by the General Meeting of Shareholders of the company, taking into account the obligations and the contribution of each members of the Board of Directors to the activity and the results of the company , as well as the opportunity recruit and retain qualified and loyal members of the Board of Directors and compliance of the interests of the members of the Board of Directors with the long-term interests of the Company to coincide. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2022 the members of the Board of Directors received fixed remunerations, which certain amount was approved by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, until the date of the resolution from Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD,held on 29 th June 2021 is determined as follows: permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 4,000; permanent monthly remuneration of the Executive Director in the amount of BGN 10,000. Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 29th June 2021: ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 71 Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 10 000 Member of BOD Deyan Ovcharov BGN 4 000 Member of BOD Stanimir Buzhev BGN 4 000 Member of BOD Daniela Taneva BGN 4 000 Member of BOD Anna Belchinska BGN 4 000 During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28th June 2022. For 2022 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position gross annual remuneration in BGN for 2022 Executive member of BoD and Executive Director Emil Raykov BGN 120 000 Member of BOD Deyan Ovcharov BGN 48 000 Member of BOD Stanimir Buzhev BGN 48 000 Member of BOD Daniela Taneva BGN 48 000 Member of BOD Anna Belchinska BGN 48 000 Remuneration and other material and non-material incentives received by the person from companies belonging to the same group: Name Position gross remuneration in BGN for 2022 Anna Belchinska Manager of Korn Trade EOOD 183 381.34 Stanimir Buzhev Executive Director of Kristera AD 243 655.00 Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2022 in BGN: Permanent remuneration Additional remuneration Total remuneration for 2022.: ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 72 1. EMIL VESELINOV RAYKOV 120 000,00 500 000,00 620 000,00 2. DEYAN ROSENOV OVCHAROV 48 000,00 48 000,00 3. STANIMIR RUSEV BUZHEV 48 000,00 48 000,00 4. DANIELA DIMITROVA TANEVA 48 000,00 48 000,00 5. ANNA DIMITROVA BELCHINSKA 48 000,00 48 000,00 TOTAL: 312 000,00 500 000,00 812 000,00 Gross remunerations, received by members of the Board of Directors of Agria Group Holding AD for 2022 from subsidiaries in BGN: 1. ANNA DIMITROVA BELCHINSKA 183 381.34 from Korn Trade EOOD 2. STANIMIR RUSEV BUZHEV 243 655.00 from Kristera AD and Silk Gaz BG EOOD TOTAL: 427 036.34 Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. Emil Veselinov Raykov holds interests in the following companies as well: - Manager of Bora Invest EOOD, Varna; - Manager of Bora Energy EOOD, Varna; - Sole owner and manager of Emra EOOD, Varna; - Executive Director of RR Invest AD; - Member of the Board of Directors of Agra EAD - Member of the Board of Directors and Executive Director of Agri Grain AD - Holder of 223 shares in the capital of Kristera AD, Popovo. Anna Dimitrova Belchinska holds interests in the following companies as well: - Manager of Korn Trade EOOD, Varna. Stanimir Rusev Buzhev holds interests in the following companies as well: - Executive Director of Kristera AD, Popovo. - Executive Director of Kehlibar Pro EAD. Daniela Dimitrova Taneva and Deyan Rosenov Ovcharov are independent members of the BoD within the meaning of POSA. They hold no interests in any form whatsoever neither in companies part of the group, nor in any other companies. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 73 The members of the BoD may freely acquire shares in the Company, as well as bonds of the Company. No contracts have been entered into with the Company by members of the BoD or related parties that are outside the ordinary operations of the Company or are materially diverging from market conditions. Business policy of the Company planned for the next year, including expected investments and personnel development, expected income from investments and development of the Company, as well as forthcoming transactions of material importance for the Company The main objective of the Company is to participate in any form in other commercial companies or in their management. As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The business policy of the Company, including investments, should be considered mainly in terms of the operations of its subsidiaries. 12. SUMMARY INFORMATION ABOUT IMPLEMENTED AND PLANNED INVESTMENTS AND BASIC TRENDS IN THEIR SPENDING Pursuant to the Investment program for 2022, Agria Group Holding AD has made the following investments: 1. Investments in purchase of agricultural land and acquisition of company equity shares – EUR 9,400,000. 2. Investments in the purchase of agricultural machinery and inventory – EUR 2,570,000. 3. Investments in storage facilities, transport and logistics – EUR 3,130,000. 0 2000 4000 6000 8000 10000 storage facilities, transport and logistics agricultural machinery and inventory agricultural land and acquisition of company equity shares Investments in 2022 in BGN thousand ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 74 13. DECLARATION ON CORPORATE GOVERNANCE The Declaration on Corporate Governance aims to present information to the investors and interested parties referring to specific actions and measures undertaken by the management of Agria Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and good practices in the field of corporate management. The declaration contains information and is based on the principles and norms for good corporate governance regulated by the Bulgarian legislation, laid down in the provisions of the National Code for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and other laws and regulations and internationally accepted standards in the field of corporate management. In this relation, the requirement under Art. 100n (7) from POSA for the preparation and presentation of a Declaration for corporate governance as part of the Annual report on the operations of the Company for 2022 should be considered fulfilled. In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains: 1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with the National Code for Corporate Governance. 2. Information regarding practices of corporate governance which are applied by the issuer Agria Group Holding AD in accordance with the National Code for Corporate Governance. 3. Description of the main features of the measures for inside control and risk management of the issuer Agria Group Holding AD in relation to the financial reporting process. 4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004 referring to take over propositions. 5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group Holding AD and their Committees. 6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative and managerial bodies in view of age, gender or education and professional experience, the targets of the diversity policy, manner of application and results during the reporting period and in case of non- application of such policy – explanation of the reasons why it is not applied. At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on the Parallel market of the Bulgarian Stock Exchange AD, Segment «А», with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the National Code for Corporate Governance the Company expresses its engagement in keeping the principles of corporate governance which are part of the document. The Code’s ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 75 application is based on the principle “observe and explain” which means that the Company observes the Code and in the event of deviation the corporate management of the Company shall clarify the reasons for that. The Company has announced its decision to adopt and comply with the National Corporate Governance Code in FSC’s E-REGISTER system for disclosure of regulated information to the commission by the public companies and other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents to BSE, as well as in the X3News system for disclosure and provision of information to the public. From the date of joining the National Code for Corporate Governance, the Company carries out its activity in accordance with the Code’s principles and decrees by conforming, applying and observing the corporate practices and internationally accepted standards for good corporate management in its activity. This is achieved by applying the principles for timely information disclosure; responsibility, independence and transparency of the activities of the corporate management; protecting shareholders’ rights and equality; respecting the interested parties. The Company has not deviated from the rules and norms in the Code and has observed and applied the good practices and principles of the corporate governance. In accordance with the principle for timely information disclosure, in 2022 the Company disclosed all regulated information in the time and manner provided for in the POSA and its regulations. The corporate management created preconditions for transparency in its relationships with investors, financial media and market analysts. There are rules for inside information and inside persons which regulate the obligations, manner and responsibility for public disclosure of inside information. In the website of the Company a section “For investors” can be found which facilitates the access to timely and up-to- date information for the Company’s investors (shareholders and potential investors), for the financial media and analysts and it also aims to create maximum transparency in their relationship with the management of Agria Group Holding AD. The management of the Company discloses its investment program for each financial year to its investors. Investors receive the information in a timely manner through the website of the company, email and via X3NEWS. The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate management encourages the partnership between the Company and the interested parties aiming to achieve higher welfare for all parties and in view of the stable development of the Company while balancing the interests of all parties involved. The interested parties are presented with the necessary information regarding the Company’s activities, up -to-date data for its economic and financial condition and any other activity information that contributes for the right orientation and decision-making. In its policy with regard to the interested parties, the Company complies with the legal requirements based on the principles of transparence, accountancy and business ethics. In 2022 the corporate management activity is carried out in compliance with the legal requirements of POSA and its regulations, the Article of Association of the Company, as well as the National Code for Corporate Governance. Agria Group Holding AD is a public company with a single-tier management system. All members of the Board of Directors meet the legal requirements to hold such position, and have the required qualifications, knowledge and experience necessary to fulfil it. The functions and obligations of the corporate management, as well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 76 Association of the Company, and the Code. The Board of Directors of the Company manages the Company in accordance with the goals and vision established by the Company and the interests of the shareholders. In performing their duties the members of the Board of Directors are guided by the generally accepted principles of integrity, managerial and professional competence, avoid and do not allow a real or potential conflict of interests. The annual report discloses the remuneration of the members of the Board of Directors as determined by the General Meeting, and this information is easily available to shareholders. The structure of the Board of Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors consists of five members, two of whom are independent within the meaning of POSA. The senior management of Agria Group Holding AD, represented by the corporate management, performs a key role and is responsible for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the Company in view of age, gender or education and professional experience. The persons in the administrative and managerial bodies of the issuer possess the required education, professional qualification, competency and experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and other legal norms and regulations referring to such position and they are selected/respectively hired with no restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement with the aim for sustainable development while observing the legal requirements. The diversity policy is instrumental in the effective distribution of the functions and obligations of the corporate management while its structure and competency follow the principles of diversification and diversity within the obligatory professional and managerial competence and contributes to the effective operation of the holding structure in the different type of operations of Agria Group Holding AD. As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS) an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act. Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their rights by facilitating their effective participation in the work of the General Meetings by means of timely announcement of the materials for the GMS; implementation of clear procedures with regard to the convening and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting shareholders in the exercise of all their rights. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 77 Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of corporate governance, the corporate management follows a policy of balanced interaction between shareholders, management and interested parties. Agria Group Holding AD has a working system for inside control and risk management in place, which guarantees correct identification of risks related to the Company’s activity and supports their effective management, ensures the adequate functioning of the accountancy and information disclosure systems. Inside control components Control environment Control environment covers the following elements: a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values includes actions on behalf of the management to eliminate or diminish the incentives or temptations, which could suborn the personnel toward dishonest, unlawful or unethical actions. b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the job description of an employee. c) Participation of the persons occupying operative management positions. The persons occupying operative management positions significantly influence control awareness in the company. The responsibilities of the persons working in management include supervision over the design of the model and the effective functioning of the warning procedures and processes for reviewing the efficiency of the Company’s inside control. d) Structure. The establishment of an adequate structure includes taking into consideration the main fields of competence and responsibilities and adequate hierarchy levels of accountancy and reporting. e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy related to the relevant business practices, knowledge and experience of the main personnel and resources provided for performing their duties. It also includes the policies and communications guaranteeing that the personnel understands the goals of the company, understands how each individual’s actions are connected and contribute to these goals as well as who and in what manner is held accountable and responsible. f) Policy and practice related to human resources. The policy and practice related to human resources reveal important questions in view of Company control awareness. The standards for selecting the most qualified individuals – focusing on education, former professional experience, achievements and proof for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 78 promising employees. Promotions based on periodic assessments of results show Company’s engagement to promote qualified personnel to more responsible positions. Company’s risk assessment process 2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of business risk identification by the management, which risks are essential for the preparation of a financial statement in accordance with the applicable for the company financial reporting framework; assesses their meaning and the likelihood of their occurrence and makes decisions how to meet and manage them and how to evaluate the results. 3. Risk related to dependable financial reporting including outside and inside events, transactions and circumstances, which can occur or have negative effect on the ability of the company to initiate, register, process and report financial data corresponding to the management statements for genuineness in the financial report. Risk can occur or change due to circumstances listed below: • Changes in the operational environment. Changes in legislation or in the operational environment can lead to change in pressure from the competition and different risks. • New personnel. New personnel can have different focus on inside control or different understanding on it. • New or renovated information systems. Substantial or fast changes in the information systems can change internal control related risks. • Fast growth. Substantial and fast expansions of business can limit control and increase the risk for defect in its operation. • New technologies. Introducing new technologies in the production processes or information systems can change internal control risks. • New business models, products and activities. Introducing new business fields or transactions and operations with which the company has little experience, can lead to new risks related to internal control • Corporate reorganization. Reorganization can be followed by cuts in employments and changes in supervision and obligations distribution, which can change internal control risks. • Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often unique risks which can affect internal control, e.g. additional or changed risks in result of exchange operations. • New accountancy standards and clarifications. Introducing new accountancy principles or changes in the accountancy principles can affect risks related to preparation of the financial statements. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 79 The Company has developed information system including related business processes referring to financial reporting and communication. The information system includes infrastructure (physical and hardware components), software, people, procedures and data and actively uses IT. The information system related to financial reporting includes financial reporting system and consists of methods and documentation which: • Identify and reflect all valid transactions and operations; • Describe in a timely manner the transactions and operation and detailed enough to allow appropriate classification for the purposes of financial reporting; • Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the financial report; • Determine the timeframe during which the transactions and operation have arisen so that their reflection in the relevant financial report can be allowed; • Present in a fitting manner the transactions and operation and related disclosure in the financial report. Control measures 4. Control measures related to audit are categorized as policies and procedures and refer to the following: • Reviews on the execution and results. These control measures include reviews and analyses of the actual results in view of budgets, prognoses and results from previous periods; binding different data groups – operational or financial, together with analyses for interconnections and research and corrective measures; comparison of internal data with external sources of information; review on performance results grouped by functions and operations. • Information processing • Physical controls. They include: o Physical security of assets, including measures for safekeeping, e.g. secure facilities and conditions for access to assets and documentation; o Restricted access to computer programs and files; o Periodic amount counting and comparing with the amounts reflected in the control documentation (e.g. comparing the cash counting results and the results from inventories with the accounting documents) Separation of duties. Allocating the responsibilities for transactions and operations approval, registry and responsibility for the assets to different persons. The separation of duties aims to decrease the possibilities for a certain person to be in position to conduct or cover mistakes or fraud in their usual line of duties. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 80 Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European Parliament and of the Council dated 21 April 2004 regarding takeover Para. 1, l. ‘c’ “Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC ” Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of Directive 2001/34/EC Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ” Agria group Holding AD does not have holders of securities with special control rights. Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities ” There are no restriction on voting rights in Agria Group Holding AD Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of the articles of association” The rules governing the appointment and replacement of board members and the amendment of the articles of association are described in the Charter of Agria Group Holding AD Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ” The powers of board members are settled in the Constitution documents of Agria Group Holding AD.. 14. ADDITIONAL INFORMATION UNDER APPENDIX NO. 2 TO ARTICLE 10, ITEM 1 OF ORDINANCE NO. 2 OF FSC ON THE PROSPECTUSES FOR PUBLIC OFFERING AND ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET The information, in terms of quantity and quality, regarding the main categories of goods, products and/or services provided, as well as in connection with revenue by main types of activities, markets, sources of supply of raw materials, is to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group Holding AD functions as a legal entity which is a holding company carrying out investment activities, which aims to manage the stakes it holds in its subsidiaries, and which does not directly carry out any other production and/or commercial activity of its own. Information about the income dispersed by separate activity categories, inside and outside markets • Agribusiness – BGN 62 000 thousand; • Processing industry (storage and grain processing) – BGN 98 200 thousand; • Trading/export operations and services – BGN 971 000 thousand. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 81 Information on the average production in 2022 of the grain crops harvested by the holding companies - wheat, barley, sunflower and corn. Barley - 6 432 t. Wheat - 46 427 t. Sunflower - 16 782 t. Corn - 24 426 t. Information on the harvested yields per hectare of the crops concerned. Barley - 698 kg/ha Wheat - 695 kg/ha Sunflower - 290 kg/ha Corn - 570 kg/ha Irrigated corn - 1 274 kg/ha For the financial year 2022, AGRIA GROUP HOLDING AD has direct investments in the process of execution as follows: Agria Group HoldingAD has acquired in the procedure provided for by the legislation (by means of a 5% 9% 86% Agribussiness Processing industry Trading/exportt operations and services ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 82 contract for transfer of company shares with notarized signatures and contents under Article 129 of the Commercial Law and entry in the Commercial Register) from Vasil Yaroslavov Vassilev the ownership of 100% (one hundred percent) of the capital of the commercial company "AgriVia Oil" EOOD entered in the Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 205836122. During the reporting period there were no large transactions and transactions of material importance to the issuer’s operations. Information on the loan agreements indicating conditions under them, concluded by the issuer and its subsidiaries, in their capacity as borrowers, including the deadlines for repayment, as well information provided on guarantees and commitments. Information on loans granted by the issuer and its subsidiaries, providing guarantees or commitments in total to one person or its subsidiary, including related parties, indicating the name and title and UIC of the person, nature of the relationship between the issuer or its subsidiaries and the borrower, the amount of unpaid principal, interest rate, date of conclusion of the contract, deadline for repayment, amount of commitment, specific conditions and the purpose for which they are granted, if concluded as a target. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 83 1. Loans granted as at 31.12.2022 BGN in thousand Company Loan Granted From UIC Relationship subsidiary related/unrelated parties Obligation Amount Unpaid Principal Interest Rate Conclusion of contract incl. additional agreements Repayment date Guarantees Earmarked loans (if applicable, specify the purpose for which the loan was granted) specific conditions other than the listed in par. 9 of Appendix 2 to the Ordinance Agria Group Holding AD Agra ЕAD 124690525 SUBSIDIARY 450 450 3.00% 01-06-22 30-06-23 SUBSIDIES yes/no AGRIKORN STAR ЕAD 204462180 UNRELATED PARTY 350 350 3.00% 01-06-22 30-06-23 SUBSIDIES Agro EOOD 103765583 SUBSIDIARY 400 400 3.00% 01-06-22 30-06-23 SUBSIDIES Aris-Agro EOOD 124608460 SUBSIDIARY 100 100 3.00% 01-06-22 30-06-23 SUBSIDIES BD AGRI EOOD 103960661 SUBSIDIARY 950 950 3.00% 01-06-22 30-06-23 SUBSIDIES BD FARM EOOD 175429573 SUBSIDIARY 250 250 3.00% 01-06-22 30-06-23 SUBSIDIES Bora Energy EOOD 202309677 SUBSIDIARY 6500 6500 3.00% 26.5.2016/28.05.2021 31-05-26 Bora Energy EOOD 202309677 SUBSIDIARY 5000 2614 3.00% 07-03-22 31-03-27 BORA INVEST EOOD 103794531 SUBSIDIARY 5000 1813 3.00% 26.2.2016/25.02.2021 26-02-26 GRUVAR EOOD 200673632 SUBSIDIARY 150 150 3.00% 01-06-22 30-06-23 SUBSIDIES DIASVET EOOD 117595265 SUBSIDIARY 200 200 3.00% 01-06-22 30-06-23 SUBSIDIES EKO HERBS ЕAD 204522624 UNRELATED PARTY 250 250 3.00% 01-06-22 30-06-23 SUBSIDIES ELIT - 86 EOOD 124718585 SUBSIDIARY 100 100 3.00% 01-06-22 30-06-23 SUBSIDIES KOMERS EOOD 125044589 UNRELATED PARTY 15000 1809 2.20% 23.3.2015/18.12.2020 31-12-22 KORN SECURITYEOOD 131362354 SUBSIDIARY 450 0 0.00% 10.12.2012/05.12.2017 31-12-22 Kristera - Agro EOOD 125506526 SUBSIDIARY 1600 1600 3.00% 01-06-22 30-06-23 SUBSIDIES Kristera - Agro EOOD 125506526 SUBSIDIARY 5000 346 3.00% 04-01-22 31-12-27 TONI - M EOOD 124620498 SUBSIDIARY 300 300 3.00% 01-06-22 30-06-23 SUBSIDIES SILK GAZ BG EOOD 200491658 SUBSIDIARY 2000 2000 3.00% 01-03-22 01-03-27 SILK GAZ BG EOOD 200491658 SUBSIDIARY 2000 2000 3.00% 20-06-22 30-06-27 SILK GAZ BG EOOD 200491658 SUBSIDIARY 2000 332 3.00% 26-07-22 31-07-27 KORN STAR ООД 206566256 RELATED PARTY 900 900 3.00% 01-06-22 30-06-23 SUBSIDIES Agra ЕAD Kristera Agro EOOD 125506526 RELATED PARTY 4500 4428 3.00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021 31-12-23 Agro EOOD Kristera Agro EOOD 125506526 RELATED PARTY 1000 1000 3.00% 10.12.2019/29.12.2020 31-12-22 Kristera Agro EOOD 125506526 RELATED PARTY 1000 1000 3.00% 01-08-22 31-12-24 Kristera Agro EOOD 125506526 RELATED PARTY 500 356 3.00% 19-08-22 31-12-24 Aris Agro EOOD Kristera - Agro EOOD 125506526 RELATED PARTY 1300 1253 3.00% 10.04.2020/01.12.2020 31-12-22 BD AGRI EOOD Kristera - Agro EOOD 125506526 RELATED PARTY 1500 1159 3.00% 05.05.2020/01.03.2021 31-12-22 Kristera - Agro EOOD 125506526 RELATED PARTY 1100 1100 3.00% 20-06-22 31-12-24 BD FARMEOOD Kristera AD 103273795 RELATED PARTY 5000 3259 3.00% 23-12-21 31-12-24 Kristera - Agro EOOD 125506526 RELATED PARTY 4500 2877 3.00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.202131-12-23 Bora Energy EOOD Agria Group Holding AD 148135254 RELATED PARTY 6000 0 3.00% 02-07-18 31-12-23 ENERGY SOLAR TECHNOLOGY AD 206589858 UNRELATED PARTY 200 200 3.00% 11-04-22 01-02-23 ENERGY SOLAR TECHNOLOGY AD 206589858 UNRELATED PARTY 200 200 3.00% 01-09-22 01-09-24 BORA INVEST EOOD 0.00% GRUVAR EOOD Kristera Agro EOOD 125506526 RELATED PARTY 3000 710 3.00% 20.12.2017/02.01.2018/02.12.2019/01.12.2020/20.12.2021 31-12-24 GRUVAR EOOD Kristera Agro EOOD 125506526 RELATED PARTY 10000 4300 3.00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021 31-12-24 DIASVET EOOD Kristera - Agro EOOD 125506526 RELATED PARTY 2000 60 3.00% 01.12.2019/01.08.2020/31.12.2021 31-12-24 Kristera - Agro EOOD 125506526 RELATED PARTY 2500 1770 3.00% 01-08-22 31-12-24 ELIT 86 EOOD Kristera - Agro EOOD 125506526 RELATED PARTY 1000 1000 3.00% 01-08-22 31-12-24 KEHLIBAR EOOD 0.00% AG PROPERTY INVEST EOOD AB INVESTMENT GROUP AD 206405947 UNRELATED PARTY 1476 1476 2.00% 29-03-22 29-03-23 AB INVESTMENT GROUP AD 206405947 UNRELATED PARTY 978 978 2.00% 12-07-22 12-07-23 KORN STAR ООD KORN TRADE EOOD KOMERS EOOD 125044589 UNRELATED PARTY 3000 0 3.00% 01-12-21 31-12-22 EKO HERBS ЕAD 204522624 UNRELATED PARTY 1000 0 2.00% 21-02-22 31-08-26 EKO HERBS ЕAD 204522624 UNRELATED PARTY 2000 0 2.00% 30-03-22 31-08-26 Kristera Agro EOOD 125506526 RELATED PARTY 5400 0 3.00% 28-03-22 31-12-23 SILK GAZ BG EOOD 200491658 RELATED PARTY 2000 1080 3.00% 04-03-22 31-12-23 AG PROPERTY INVEST EOOD 131362354 RELATED PARTY 1000 978 3.00% 20-07-22 30-07-24 AGRIVIA OIL EOOD 205836122 RELATED PARTY 5000 0 3.00% 01-09-22 30-09-22 AGRIVIA OIL EOOD 205836122 RELATED PARTY 1500 3.00% 12-09-22 30-09-22 Kristera Agro EOOD KOMERS EOOD 125044589 UNRELATED PARTY 5000 5000 3.00% 24-09-21 31-12-26 KOMERS EOOD 125044589 UNRELATED PARTY 5500 3561 3.00% 01.11.2013/30.05.2014/01.05.2015/28.12.2015/04.01.2017/01.02.2018/02.01.2019/29.12.2020 31-12-22 KOMERS EOOD 125044590 UNRELATED PARTY 5000 2850 3.10% 01-08-22 31-12-26 ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3.00% 04.08.2016/04.08.2021 04-08-24 AGRIKORN STAR ЕAD 204462180 UNRELATED PARTY 4000 4000 3.00% 01.11.2018/10.06.2020 31-12-23 AGRIKORN STAR ЕAD 204462180 UNRELATED PARTY 4000 2244 3.00% 02-08-21 31-12-24 EKO HERBS ЕAD 204522624 UNRELATED PARTY 4000 1512 1.50% 15-09-21 31-08-26 EKO HERBS ЕAD 204522624 UNRELATED PARTY 5000 0 3.00% 09.12.2019/20.02.2020 31-12-22 Kristera AD Agria Group Holding AD 148135254 RELATED PARTY 10000 1205 3.00% 8.8.2016/02.08.2021 08-08-26 KORN SECURITYEOOD 131362354 RELATED PARTY 4000 0 0.00% 03.01.2010/05.12.2017 31-12-22 Kristera - Agro EOOD 125506526 RELATED PARTY 10000 0 3.00% 03-02-20 03-02-25 BORA INVEST EOOD 103794531 RELATED PARTY 1000 1000 3.00% 26.09.2013/23.09.2021 26-06-26 BORA INVEST EOOD 103794531 RELATED PARTY 5000 1182 3.00% 01-03-19 01-03-24 EKO HERBS ЕAD 204522624 UNRELATED PARTY 6000 0 1.50% 02-08-21 31-08-26 AGRO OIL KONSULT OOD 124561854 UNRELATED PARTY 400 400 3.00% 12-04-22 31-03-23 Agrikorn Star EAD 204462180 UNRELATED PARTY 1000 270 3.00% 12-08-22 31-08-27 Bora Energy EOOD 202309677 RELATED PARTY 200 200 2.90% 31-08-22 01-09-24 SILK GAZ BG EOOD N/A 0.00% TERA PROTEKT EOOD Agria Group Holding AD 148135254 RELATED PARTY 400 0 3.00% 10-08-20 10-08-25 TONI - М EOOD Kristera Agro EOOD 125506526 RELATED PARTY 2000 2000 3.00% 16-12-19 31-12-22 Agria Group Holding AD 148135254 RELATED PARTY 4000 2179 3.00% 03.10.2016/05.01.2017/01.10.2021/30.09.2022 03-10-22 Kristera Agro EOOD 125506526 RELATED PARTY 500 104 3.00% 01-08-22 31-12-24 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 84 2.Loans received as at 31.12.2022 BGN in thousand Company Loan granted from UIC Relationship subsidiary related/UNRELATED PARTY Obligation Amount Unpaid Principal Interest Rate Conclusion of contract incl. additional agreements Repayment date Guarantees Earmarked loans (if applicable, specify the purpose for which the loan was granted) specific conditions other than the listed in par. 9 of Appendix 2 to the Ordinance AGRIA GROUP HOLDING AD KRISTERA AD 103273795 RELATED PARTY 10000 505 3.00% 8.8.2016/02.08.2021 08-08-26 yes/no yes/no BORA ENERGY EOOD 202309677 RELATED PARTY 6000 0 3.00% 02-07-18 31-12-23 TONI- М EOOD 124620498 RELATED PARTY 4000 2179 3.00% 3.10.2016/05.01.2017 03-10-22 TERA PROTEKT EOOD 202946357 RELATED PARTY 400 0 3.00% 10-08-20 10-08-25 AGRA ЕAD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 450 450 3.00% 01-06-22 30-06-23 SBSIDIES AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 400 400 3.00% 01-06-22 30-06-23 SBSIDIES ARIS AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 100 3.00% 01-06-22 30-06-23 SBSIDIES BD AGRI EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 950 950 3.00% 01-06-22 30-06-23 SBSIDIES BD FARM EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 250 250 3.00% 01-06-22 30-06-23 SBSIDIES BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6500 6500 3.00% 26.5.2016/28.05.2021 31-05-26 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 2614 3.00% 07-03-22 31-03-27 KRISTERA AD 103273795 RELATED PARTY 200 200 2.90% 31-08-22 01-09-24 BORA INVEST EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 1863 3.00% 26.2.2016/25.02.2021 26-02-26 KRISTERA AD 103273795 RELATED PARTY 1000 1000 3.00% 26.09.2013/23.09.2021 26-06-26 KRISTERA AD 103273795 RELATED PARTY 5000 1182 3.00% 01-03-19 01-03-24 0.00% GRUVAR EOOD ET KAMEN SHISHKOV 8601315380 UNRELATED PARTY 10000 4300 3.20% 04.08.2016/04.08.2021 04-08-24 GRUVAR EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 150 150 3.00% 01-06-22 30-06-23 SBSIDIES 0.00% DIASVET EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 200 3.00% 01-06-22 30-06-23 SBSIDIES ELIT 86 EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 100 3.00% 01-06-22 30-06-23 SBSIDIES KEHLIBAR EOOD A G PROERTY INVEST EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 450 0 0.00% 10.12.2012/05.12.2017 31-12-22 KRISTERA AD 103273795 RELATED PARTY 4000 0 0.00% 03.01.2010/05.12.2017 31-12-22 KORN TRADE EOOD 103647462 RELATED PARTY 1000 978 3.00% 20-07-22 30-07-24 KORN STAR ООD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 900 900 3.00% 01-06-22 30-06-23 SBSIDIES KORN TRADE EOOD N/A 3.00% KRISTERA AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1600 1600 3.00% 01-06-22 30-06-23 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 346 3.00% 04-01-22 31-12-27 AGRO EOOD 103765583 RELATED PARTY 1000 1000 3.00% 10.12.2019/29.12.2020 31-12-22 AGRO EOOD 103765583 RELATED PARTY 1000 1000 3.00% 01-08-22 31-12-24 AGRO EOOD 103765583 RELATED PARTY 500 356 3.00% 19.08.022 31-12-24 ELIT - 86 EOOD 124718586 RELATED PARTY 1000 1000 3.00% 01-08-22 31-12-24 GRUVAR EOOD 200673632 RELATED PARTY 3000 710 3.00% 20.12.2017/02.01.2018/02.12.2019/01.12.2020/20.12.2021 31-12-24 GRUVAR EOOD 200673632 RELATED PARTY 10000 4300 3.00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021 31-12-24 BD FARM EOOD 175429573 RELATED PARTY 4500 2877 3.00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021 31-12-23 DIASVET EOOD 117595265 RELATED PARTY 2000 60 3.00% 01.12.2019/01.08.2020/31.12.2021 31-12-24 DIASVET EOOD 117595265 RELATED PARTY 2500 1770 3.00% 01-08-22 31-12-24 AGRA ЕAD 124690525 RELATED PARTY 4500 4428 3.00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021 31-12-23 ARIS -AGRO EOOD 124608460 RELATED PARTY 1300 1253 3.00% 10.04.2020/01.12.2020 31-12-22 TONI- М EOOD 124620498 RELATED PARTY 2000 2000 3.00% 16-12-19 31-12-22 TONI- М EOOD 124620498 RELATED PARTY 500 104 3.00% 01-08-22 31-12-24 BD AGRI EOOD 103960661 RELATED PARTY 1500 1159 3.00% 05.05.2020/01.03.2021 31-12-22 BD AGRI EOOD 103960662 RELATED PARTY 1100 1100 3.00% 20-06-22 31-12-24 AGRO OIL KONSULT OOD 124561854 UNRELATED PARTY 724 724 3.00% 16-11-18 30-04-23 KRISTERA AD BD FARM EOOD 175429573 5000 3259 3.00% 23-12-21 31-12-24 SILK GAZ BG EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 3.00% 01-03-22 01-03-27 AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 3.00% 20-06-22 30-06-27 AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 332 3.00% 26-07-22 31-07-27 KORN TRADE EOOD 103746472 RELATED PARTY 2000 1080 3.00% 04-03-22 31-12-23 TERA PROTEKT EOOD KRISTERA AD 103273795 RELATED PARTY 200 0 3.00% 15-09-22 15-09-23 TONI - М EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 300 300 3.00% 01-06-22 30-06-23 SBSIDIES FOR "AGRIA GROUP HOLDING" AD: EMIL RAYKOV - EXECUTIVE DIRECTOR ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 85 Transactions with related parties During the past year of 2022 Agria Group Holding AD entered into no large transactions with related parties, with the exception of ordinary economic activity transactions. The dealings with related parties were not carried out under special conditions and no guarantees were either provided or received. BGN thousand ASSET PER INVOICE LOANS AND PARTICIPATING INTEREST TOTAL RECEIVABLES, INCL..: 16 35,332 35,348 BORA INVEST EOOD 0 2,279 2,279 KRISTERA-AGRO EOOD 3 5,290 5,293 AGRO EOOD 3 2,203 2,206 KORN STAR OOD 0 613 613 AG PROPERTY INVEST EOOD 0 0 0 ELIT-86 EOOD EOOD 2 523 525 BORA ENERGY EOOD 0 10,466 10,466 KRISTERA AD 0 4,700 4,700 EMIL RAYKOV 0 153 153 BD AGRI EOOD 2 1,501 1,503 DIASVET EOOD 0 57 57 BD FARM EOOD 0 181 181 AGRA EAD 0 2,526 2,526 GRUVAR EOOD 2 33 35 TONI-M EOOD 2 4,774 4,776 ARIS-AGRO EOOD 2 33 35 LIABILITIES PER INVOICE LOAN TOTAL LIABILITIES, INCL..: 34 4,644 4,678 TONI-M EOOD 0 2,728 2,428 TERA PROTEKT EOOD 34 6 23 KRISTERA AD 0 1,910 1,910 No related party transactions that are outside the usual scope of activity of the issuer or are materially diverging from market conditions have been entered into. No events or indicators of unusual nature with regard to the issuer exist. There is no off-balance-sheet reporting of transactions of Agria Group Holding AD. Information on the equity stakes held by Agria Group Holding AD in other companies is provided above in the present Report. As at 31.12.2022 Agria Group Holding AD has the following liabilities to bank loans in: ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 86 The management of the company’s financial resources is subject to the requirement for achieving maximum effectiveness, while at the same time meeting the terms of payment agreed with suppliers and clients. This includes a balanced approach with regard to own and attracted financial resources, which leads to lower financial costs. The result of such financial resources management policy is the faster reduction of the debt recovery period versus the debt payment period, which maintains a high liquidity of payments. This leads to the effective increase of the cash funds of the company and to the possibility of financing investment costs, without this always being at the expense of a financial resource extended by a bank, which optimises the payment of interest costs. The senior management of Agria Group Holding AD, represented by corporate governance, performs a key role and carries responsibility for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. The company elaborated a risk management and internal audit system. The elected Audit Committee applies the principle of rotation in the election of auditor. In view of the dynamics Company Financing institution Type of loan Currency Authorized amount in KEUR Drawn amount in KEUR - 31.12.2022 Maturity Agria Group Holding DSK Bank Working Capital EUR 12 000 9 511 Nov 2023 Agria Group Holding DSK Bank Working Capital EUR 3 068 1 502 June 203 Agria Group Holding DSK Bank Investment EUR 2 000 333 Jan 2024 Agria Group Holding DSK Bank Investment EUR 2 000 310 Feb 2024 Agria Group Holding DSK Bank Investment EUR 3 068 1 591 Aug 2027 Agria Group Holding Unikcredit Investment EUR 3 000 500 Mar 2024 Agria Group Holding Unicredit Investment EUR 3 000 792 Feb 2025 Agria Group Holding Unicredit Investment EUR 2 000 800 Sept 2026 Agria Group Holding Unicredit Investment/Working capital EUR 8 200 5 019 Oct 2028 Agria Group Holding DSK Bank Investment / Working capital EUR 3 068 2 703 Dec 2026 Agria Group Holding Interlease Investment EUR 118 75 Jul 2026 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 87 of the market environment, the risk management system cannot be fully guaranteed, due to which all of the risks, facing any operating company, cannot be completely eliminated. Information about used by the company financial instruments as well as related to them risk management policy is presented in the attachment to the annual financial report of the company. In 2022 the Company has not issued any securities. No change has occurred in the basic management principles of the issuer during the reporting period. There are no arrangements known to the Company, as a result of which future changes may occur in the relative proportion of shares or bonds held by present shareholders or bondholders. As at 31.12.2022 the member of the Board of Directors Anna Dimitrova Belchinska owns 1600 shares from the capital of Agria Group Holding AD. In 2022 there were no changes in the members of the Board of Directors of Agria Group Holding AD. There are no pending judicial, administrative or arbitration proceedings, pertaining to liabilities or receivables of the issuer amounting to at least 10 per cent of its equity. Events occurring after the end of the 2022 financial year By Resolution of 12.01.2023, the Commission for Protection of Competition adopted the following decisions: 1. APPROVES the concentration between companies to be implemented by acquisition of sole control over Almagest AD (UIC 175340142) by Agria Group Holding AD (UIC 148135254). 2. Immediate execution of the decision under item 1. On 8th of February 2023 Agria Group Holding AD concluded final sale-purchase contract of 441,866 ordinary registered dematerialised shares with voting rights from Almagest AD trading company capital, entered in the Commercial Register and in the Register of Legal Entities at the Registry Agency with UIC 175340142, with a nominal value of 80 each, representing 100% of the capital of Almagest AD. On that date, the shares were transferred from the sellers to the buyer by registering the transfer transaction with the Central Depository AD, in accordance with the requirements of the current legislation, and Agria Group Holding AD acquired the ownership of 100% of the shares of the capital of Almagest AD. The shares have been transferred to the buyer, Agria Group Holding AD, free of any third party liabilities, encumbrances, rights and claims, together with all rights arising from or related to them. The transaction supports the implementation of part of the investment program of the holding in the direction of strengthening Agria Group Holding's presence in the renewable energy market, which is within the scope of the holding's business lines, in accordance with the long-term development strategy. Combining the business potential of Agria Group Holding AD and Almagest AD, would be representing a sustainable foundation for future successful growth and diversification of the business lines developed by the company. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 88 There are no related and/or interested parties involved in the future transaction. The transaction does not fall within the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the ordinary commercial activity, representing the sum of actions and transactions performed by the company within the scope of its business activity and in accordance with the ordinary commercial practice. As a consequence of the military conflict between Russia and Ukraine at the end of February of the previous year, normal trade relations with the two countries involved have been disrupted. The European Union and many countries around the world have imposed a number of economic sanctions on Russia. The restrictive economic and financial measures taken could lead to changes in the prices of energy sources and other goods and services that are important for the development of the Bulgarian economy. The corporate management analyses and monitors all developments in order to determine protective and stabilisation measures. With their implementation, the negative consequences of the military conflict are expected to be mitigated to the extent that they do not have a material adverse impact on the future viability and the Company's ability to continue as a going concern. Information in accordance to Article 10, Item 4 of Ordinance No. 2 of FSC Link to the place on the website of the public company where the internal information under Art. 7 of Regulation (EU) No 596/2014 on the circumstances that occurred during the respective six months, or link to the news agency or other media selected by the issuer, through which the company publicly discloses inside information on market abuse (Regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and the Council and Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC of the Commission (OJ, L) 173/1 of 12 June 2014) (Regulation (EU) No 596/2014) on the circumstances that occurred during the past year, or an electronic reference to the news agency or other media selected by the issuer through which the company discloses public inside information. The internal information under Art. 7 of Regulation (EU) No 596/2014 on the circumstances that occurred during the past year are available on the website of Extras (www.x3news.com), on the website of the Company (www.agriabg.com), "For investors” section, in the" Financial Statements " submenu and in the "News" section. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2022 AGRIA GROUP HOLDING JSC 89 Investor Relations Director: Teodora Ivanova Ivanova Tel.052/554000; 554014 E-mail t.ivanova@agriabg.com Address: 111 Knyaz Boris I Blvd., fl.9, Varna Emil Raykov – Executive member of the Board of Directors of Agria Group Holding AD 90 INFORMATION REGARDING AGRIA GROUP HOLDING AD, VARNA, UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 OF FSC FOR INITIAL AND FOLLOWING DISCLOSURE OF INFORMATION FOR PUBLIC OFFERING OF SECURITIES AND ADMITTING SECURITIES TO TRADING ON A REGULATED MARKET 1. Information regarding securities which were not admitted to trading on a regulated market in the Republic of Bulgaria or another member state The capital of Agria Group Holding AD as at 31 December 2022 is BGN 6,800,000 (six million and eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one) each. The subscribed capital of the Company has been fully paid in and has been entered into the Commercial Register of the Registry Agency. The shares in the Company are ordinary, registered, dematerialized, freely transferable conferring the right to 1 (one) vote in the General Meeting of Shareholders, they confer the same rights to their holders and are of one class. Every share confers the right to one vote in the General Meeting of Shareholders in the Company, right to dividend in the distribution of the profit and right to a liquidation share in the event of winding up the Company and liquidation of its property in proportion to its nominal value and the ratio of the share to the overall capital. The shares of the Company are listed on the Main Market Premium Equities Segment of the Bulgarian Stock Exchange AD. The stock exchange ticker symbol attached is AGH. There is no information on securities which are not admitted to trading on a regulated market in the Republic of Bulgaria or another member state. 2. Information concerning the direct and indirect holding of 5 per cent or more of the voting rights in the General Meeting of the company, including details about the shareholders, the extent of their shareholding and the way the shares are held. As at 31 December 2022 the following shareholders hold shares in the capital of Agria Group Holding AD, representing 5 per cent or more of the votes in the General Meeting of Shareholders: Shareholder structure of Agria Group Holding AD as at 31 December 2022 Name/Shareholder’s name Number of shares/votes in GM Percent of capital Emra EOOD, Varna 2 795 500 41.11 % of capital Komers EOOD, Targovishte 1 855 639 27.29 % of capital Svetlomir Iliev Todorov 697 355 10.26 % of capital Other legal entities and natural persons 1 401 506 20.61 % of capital 91 3 Details about the shareholders enjoying special control rights and description of those rights. The Company has no shareholders enjoying special control rights. 4. Agreements between the shareholders which are known to the Company and which can lead to restrictions regarding transfer of shares or the right to vote. The Company is not aware of agreements between shareholders which can lead to restrictions regarding transfer of shares or the right to vote. 5. Substantial contracts entered into by the Company which give rise to action, undergo changes or are terminated due to a change in control of the Company when having a mandatory tender offering, and the consequences of those, except in the cases when disclosure of such information may cause serious damage to the Company; the exception provided for in the preceding sentence does not apply when the company is obligated to disclose the information by virtue of the law. The Company has not entered into substantial contracts which give rise to action, undergo changes or are terminated due to a change in control of the Company when having a mandatory tender offering. .................................................. For Agria Group Holding AD Emil Raykov – BoD Chairman and Executive Director DECLARATION ON CORPORATE GOVERNANCE AGRIA GROUP HOLDING JSC 93 DECLARATION ON CORPORATE GOVERNANCE The Declaration on Corporate Governance aims to present information to the investors and interested parties referring to specific actions and measures undertaken by the management of Agria Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and good practices in the field of corporate management. The declaration contains information and is based on the principles and norms for good corporate governance regulated by the Bulgarian legislation as laid down in the provisions of the National Code for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and other laws and regulations and internationally accepted standards in the field of corporate management. In this relation the requirement under Art. 100n (7) from POSA for the preparation and presentation of a Declaration for corporate governance as part of the Annual report on the operations of the Company for 2022 should be considered fulfilled. In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains: 1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with the National Code for Corporate Governance. 2. Information regarding practices of corporate governance which are applied by the issuer Agria Group Holding AD in accordance with the National Code for Corporate Governance. 3. Description of the main features of the measures for inside control and risk management of the issuer Agria Group Holding AD in relation to the financial reporting process. 4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004 referring to take over propositions. 5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group Holding AD and their Committees. 6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative and managerial bodies in view of age, gender or education and professional experience, the targets of the diversity policy, manner of application and results during the reporting period and in case of non-application of such policy – explanation of the reasons why not applied. At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on the Parallel market of the Bulgarian Stock Exchange AD with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the National Code for Corporate Governance the Company expresses its engagement in keeping the principles of corporate governance which are part of the document. The Code’s application is based on the principle “observe and explain” which means that the Company observes the Code and in case of lapse the corporate management of the Company is expected to clarify the reasons for that. 94 DECLARATION ON CORPORATE GOVERNANCE The Company has announced its decision to adopt and comply with the National Corporate Governance Code in FSC’s E -REGISTER system for disclosure of regulated information to the commission by the public companies and other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents to BSE, as well as in the X3News system for disclosure and provision of information to the public. From the date of joining the National Code for Corporate Governance, the Company carries out its activity in accordance with the Code’s principles and decrees by conforming, applying and observing the corporate practices and internationally accepted standards for good corporate management in its activity. This is achieved by applying the principles for timely information disclosure; responsibility, independence and transparency of the activities of the corporate management; protecting shareholders’ rights and equality; respecting the interested parties. The Company has not deviated from the rules and norms in the Code and has observed and applied the good practices and principles of the corporate governance. In accordance with the principle for timely information disclosure, in 2022 the Company disclosed all regulated information in the time and manner provided for in the POSA and its regulations. The corporate management created preconditions for transparency in its relationship with investors, financial media and market analysts. There are rules for inside information and inside persons which regulate the obligations, manner and responsibility for public disclosure of inside information. In the website of the Company a section “For investors” can be found which facilitates the access to timely and up-to- date information for the Company’s investors (shareholders and potential investors), for the financial media and analysts and also aims to create maximum transparency in their relationship with the management of Agria Group Holding AD. The management of the Company discloses its investment program for each financial year to its investors. Investors receive the information in a timely manner through the website of the company, email and via X3NEWS. The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate management encourages the partnership between the Company and the interested parties aiming to achieve higher welfare for all parties and in view of the stable development of the Company while balancing the interests of all parties involved. The interested parties are presented with the necessary information regarding the Company’s activities, up -to-date data for its economic and financial condition and any other activity information which contributes for the right orientation and decision making. In its interested parties policy the Company complies with the legal requirements based on the principles of transparence, accountancy and business ethics. In 2022 the corporate management activity is carried out in compliance with the legal requirements of POSA and its regulations, the Article of Association of the Company, as well as the National Code for Corporate Governance. Agria Group Holding AD is a public company with a single- tier management system. All members of the Board of Directors meet the legal requirements to hold such a position, and have the required qualifications, knowledge and experience necessary to fulfil it. 95 DECLARATION ON CORPORATE GOVERNANCE The functions and obligations of the corporate management, as well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of Association of the Company, and the Code. The Board of Directors of the Company manages the Company in accordance with the goals and vision established by the Company and the interests of the shareholders. In their activities the members of the Board of Directors are guided by the generally accepted principles of integrity and managerial and professional competence and avoid and do not allow a real or potential conflict of interests. The annual report discloses the remuneration of the members of the Board of Directors as determined by the General Meeting, and this information is easily available to shareholders. The membership of the Board of Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors consists of five members, two of whom are independent within the meaning of POSA. Management The Company has a single-tier management system - a Board of Directors. Names, functions and remuneration of the members of the corporate management Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the members of the Board of Directors are determined in accordance with the Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is approved by the General Meeting of Shareholders of the company, taking into account the obligations and the contribution of each members of the Board of Directors to the activity and the results of the company , as well as the opportunity recruit and retain qualified and loyal members of the Board of Directors and compliance of the interests of the members of the Board of Directors with the long-term interests of the Company to coincide. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2022 the members of the Board of Directors received fixed remunerations, which certain amount was approved 96 DECLARATION ON CORPORATE GOVERNANCE by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, until the date of the resolution from Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD,held on 29th June 2021 is determined as follows: : permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 4,000; permanent monthly remuneration of the Executive Director in the amount of BGN 10,000. Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 29th June 2021: Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 10 000 Member of BOD Deyan Ovcharov BGN 4 000 Member of BOD Stanimir Buzhev BGN 4 000 Member of BOD Daniela Taneva BGN 4 000 Member of BOD Anna Belchinska BGN 4 000 During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28th June 2022. For 2022 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position gross annual remuneration in BGN for 2022 Executive member of BoD and Executive Director Emil Raykov BGN 120 000 Member of BOD Deyan Ovcharov BGN 48 000 Member of BOD Stanimir Buzhev BGN 48 000 Member of BOD Daniela Taneva BGN 48 000 Member of BOD Anna Belchinska BGN 48 000 Remuneration received by members of the Board of Directors from companies belonging to the same group: Name Position gross remuneration in BGN for 2022 Anna Belchinska Manager of Korn Trade EOOD 183 381.34 Stanimir Buzhev Executive Director of Kristera AD 243 655.00 97 DECLARATION ON CORPORATE GOVERNANCE Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2022 in BGN: Permanent remuneration Additional remuneration Total remuneration for 2022.: 1. EMIL VESELINOV RAYKOV 120 000,00 500 000,00 620 000,00 2. DEYAN ROSENOV OVCHAROV 48 000,00 48 000,00 3. STANIMIR RUSEV BUZHEV 48 000,00 48 000,00 4. DANIELA DIMITROVA TANEVA 48 000,00 48 000,00 5. ANNA DIMITROVA BELCHINSKA 48 000,00 48 000,00 TOTAL: 312 000,00 500 000,00 812 000,00 Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. The senior management of Agria Group Holding AD, represented by corporate management, performs a key role and carries responsibility for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the Company in view of age, gender or education and professional experience. The persons in the administrative and managerial bodies of the issuer possess the required education, professional qualification, competency and experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and other legal norms and regulations referring to such a position and they are selected/respectively hired with no restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement and aims for stable development while observing legal requirements. The diversity policy is instrumental in the effective distribution of the functions and obligations of the corporate management while its structure and competency follow the principles of diversification and diversity within the obligatory professional and managerial competence and contributes for the effective operation of the Holding structure in the different types of operation of Agria Group Holding AD. Type of Operations of Agria Group Holding AD Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business: 98 DECLARATION ON CORPORATE GOVERNANCE ● Agribusiness in North-Eastern Bulgaria. ● Processing industry (storage and processing of grain and oil- bearing cultures) centred in Lyaskovets. ● Trade/export operations near the Port of Varna. Main logistic centers – the towns of Popovo, Devnya and Varna. As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS) an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act. Guided by the principle for protection of shareholders’ rights, the corporate management of Agria Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their rights by facilitating their effective participation in the work of the General Meetings by means of timely announcement of the materials for the GMS; implementation of clear procedures with regard to the convening and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting shareholders in the exercise of all their rights. Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of corporate governance, the corporate management follows a policy of balanced interaction between shareholders, management and interested parties. Agria Group Holding AD has a working system for inside control and risk management in place, which guarantees correct identification of risks related to the Company’s activity and supports their effective management, ensures the adequate functioning of the accountancy and information disclosure systems. Inside control components 99 DECLARATION ON CORPORATE GOVERNANCE Control environment 1. Control environment covers the following elements: a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values includes actions on behalf of the management to eliminate or diminish the incentives or temptations which could suborn the personnel toward dishonest, unlawful or unethical actions. b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the job description of an employee. c) Participation of the persons occupying operative management positions. Control awareness in the company is significantly influenced by the persons occupying operative management positions. The responsibilities of the persons working in management include supervision over the design of the model and the effective functioning of the warning procedures and processes for reviewing the efficiency of the Company’s inside control. d) Structure. The establishment of an adequate structure includes taking into consideration the main fields of competence and responsibilities and adequate hierarchy levels of accountancy and reporting. e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy related to the relevant business practices, knowledge and experience of the main personnel and resources provided for performing their duties. It also includes the policies and communications guaranteeing that the personnel understands the goals of the company, understands how each individual’s actions are connected and contribute to these goals as well as who and in what manner is held accountable and responsible. f) Policy and practice related to human resources. The policy and practice related to human resources reveal important questions in view of Company control awareness. The standards for selecting the most qualified individuals – focusing on education, former professional experience, achievements and proof for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and promising employees. Promotions based on periodic assessments of results show Company’s engagement to promote qualified personnel to more responsible positions. Company’s risk assessment process 2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of business risk identification by the management, which risks are essential for the preparation of a financial statement in accordance with the applicable for the company financial reporting framework; assesses their meaning and the likelihood of their 100 DECLARATION ON CORPORATE GOVERNANCE occurrence and makes decisions how to meet and manage them and how to evaluate the results. 3. Risk related to dependable financial reporting including outside and inside events, transactions and circumstances which can occur or have negative effect on the ability of the company to initiate, register, process and report financial data corresponding to the management statements for genuineness in the financial report. Risk can occur or change due to circumstances listed below: - Changes in the operational environment. Changes in legislation or in the operational environment can lead to change in pressure from the competition and different risks. - New personnel. New personnel can have different focus on inside control or different understanding on it. - New or renovated information systems. Substantial or fast changes in the information systems can change internal control related risks. - Fast growth. Substantial and fast expansions of business can limit control and increase the risk for defect in its operation. - New technologies. Introducing new technologies in the production processes or information systems can change internal control risks. - New business models, products and activities. Introducing new business fields or transactions and operations with which the company has little experience, can lead to new risks related to internal control - Corporate reorganization. Reorganization can be followed by cuts in employments and changes in supervision and obligations distribution, which can change internal control risks. - Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often unique risks which can affect internal control, e.g. additional or changed risks in result of exchange operations. - New accountancy standards and clarifications. Introducing new accountancy principles or changes in the accountancy principles can affect risks related to preparation of the financial statements. The Company has developed information system including related business processes referring to financial reporting and communication. The information system includes hardware, software, people, procedures and data and actively uses IT. The information system related to financial reporting includes financial reporting system and consists of methods and documentation which: - Identify and reflect all valid transactions and operations; - Describe in a timely manner the transactions and operation and detailed enough to allow appropriate classification for the purposes of financial reporting. 101 DECLARATION ON CORPORATE GOVERNANCE - Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the financial report. - Determine the timeframe during which the transactions and operation have arisen so that their reflection in the relevant financial report can be allowed. - Present in a fitting manner the transactions and operations and related disclosure in the financial report. Control measures 4. Control measures related to audit are categorized as policies and procedures and refer to the following: - Reviews on the execution and results. These control measures include reviews and analyses of the actual results in view of budgets, prognoses and results from previous periods; binding different data groups – operational or financial, together with analyses for interconnections and research and corrective measures; comparison of internal data with external sources of information; review on performance results. - Information processing - Physical controls. These activities include: • Physical security of assets, including measures for safekeeping, e.g. secure facilities and conditions for access to assets and documentation; • Restricted access to computer programs and files; • Periodic amount counting and comparing with the amounts reflected in the control documentation (e.g. comparing the cash counting results and the results from inventories with the accounting documents) - Separation of duties. Allocating the responsibilities for transactions and operations approval, registry and responsibility for the assets to different persons. The separation of duties aims to decrease the possibilities for a certain person to be in position to conduct or cover mistakes or fraud in their usual line of duties. Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European Parliament and of the Council dated 21 April 2004 regarding takeover. Para. 1, l. ‘c’ “Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC ” Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of Directive 2001/34/EC Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ” Agria group Holding AD does not have holders of securities with special control rights. 102 DECLARATION ON CORPORATE GOVERNANCE Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities ” There are no restriction on voting rights in Agria Group Holding AD Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of the articles of association” The rules governing the appointment and replacement of board members and the amendment of the articles of association are described in the Charter of Agria Group Holding AD Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ” The powers of board members are settled in the Constitution documents of Agria Group Holding AD. Agria Group Holding AD: Emil Raykov Executive Director 103 REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE APPLICATION OF THE REMUNERATION POLICY FOR THE COMPANY'S MEMBERS OF THE BOARD OF DIRECTORS, DRAWN UP IN COMPLIANCE WITH THE REQUIREMENTS OF ORDINANCE NO 48 OF THE FINANCIAL SUPERVISION COMMISSION AS OF 20 TH MARCH 2013 ON THE REQUIREMENTS FOR THE REMUNERATIONS, ADOPTED BY A RESOLUTION OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS, HELD ON 29 TH SEPTEMBER 2020, AS AMENDED BY RESOLUTION OF AN ORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON 29TH JUNE 2021. The present report was prepared by the Board of Directors of AGRIA GROUP HOLDING AD in accordance with the provision of Art. 12 (1) and Art.13 of ORDINANCE No 48 of the Financial Supervision Commission of 20 March 2013 on the Requirements for the Remunerations and constitutes a separate document to the company's annual financial statements as at 31.12.2022. The report contains a review of the way in which the Remuneration Policy was enacted during 2022 and herewith is also attached information on the application of the Remuneration Policy for the next financial year. 1. Information about the decision-making process in elaborating the Remuneration policy, including, if applicable, information about the term and members of the Remuneration Committee, the name of the external consultants, whose services have been used in elaborating the Remuneration policy. The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, as well as any amendments and supplements thereto, is elaborated by the Board of Directors and approved by the General Meeting of Shareholders. Proposals for the adoption of a remuneration policy, respectively for amendments and / or supplements therein or for its revision are included and voted as a separate item on the agenda of the General Meeting of the shareholders of the company. A description and explanation of the significant changes and the way in which the vote results of the General Meeting have been taken into account, the opinions of the shareholders and the minutes of the General Meetings at which the remuneration policy was considered and voted are presented in an Appendix, which is an integral part of the policy, containing a Protocol for amendments or supplements to the remuneration policy. The present Policy was developed by the Company's Board of Directors in accordance with the procedure for adoption of decisions by the corporate board set out in the Company's Articles of Association. Pursuant to the regulatory requirements, the Policy was adopted by the Extraordinary General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 29 th September 2020 and was amended by a resolution of an Ordinary General Meeting of Shareholders of Agria Group Holding AD held on 29th June 2021. All legal requirements and recommendation of the National Corporate Governance Code were taken into account in the development of the Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD. Under the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD, the company has not set up a remuneration committee. When developing the Remuneration policy, the Board of Directors of AGRIA GROUP HOLDING AD have not used external consultants. The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD aims to provide objective criteria for determining the corporate board's remuneration of the company with a view to attracting and retaining qualified and loyal members of the board and motivating them to work for the benefit of the company and its shareholders, as to avoid potential and actual conflicts of interest. During the reporting financial year AGRIA GROUP HOLDING AD has implemented the Remuneration policy for the members of the Board of Directors pursuant to the regulatory requirements for public companies, the 104 objectives, long-term interests and development strategy of the company, as well as its financial and economic standing in the context of the national and European economic environment, as taking into account the recommendations of the National Corporate Governance Code. AGRIA GROUP HOLDING AD has disclosed the Remuneration policy for the members of the Board of Directors through publishing it on the corporate website of the company. 2. Information about the relative weight of the variable and fixed remuneration of the members of management and controlling bodies Pursuant to the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting financial year the Company paid to the members of the Board of Directors fixed remuneration, which certain amount has been approved by the General Meeting of Shareholders of the Company and considered: 1.1. The obligations and contribution of each member of the Board of Directors in the operations and results of the company; 1.2. The opportunity of recruiting and retaining qualified and loyal members of the Board of Directors; 1.3. Compliance of the interests of the Board members with the long-term interests of the company. The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD is not based on the accomplished results. The volume of the fixed remuneration is in line with main activity of AGRIA GROUP HOLDING AD and the income from it, and taking into account that as a holding under the meaning of art. 277 and art. 278 of the Commercial Act, the income of the company mainly comprise dividents from subsidiaries controlled by the latter. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2022 the members of the Board of Directors received fixed remunerations, which certain amount was approved by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, was determined by a resolution of the Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD,held on 29 th June 2021, is as follows: permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 4,000; permanent monthly remuneration of the Executive Director in the amount of BGN 10,000. Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 29th June 2021: Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 10 000 Member of BOD Deyan Ovcharov BGN 4 000 Member of BOD Stanimir Buzhev BGN 4 000 Member of BOD Daniela Taneva BGN 4 000 Member of BOD Anna Belchinska BGN 4 000 105 During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28 th June 2022. Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2022 in BGN: Permanent remuneration Additional remuneration Total remuneration for 2022.: 1. EMIL VESELINOV RAYKOV 120 000,00 500 000,00 620 000,00 2. DEYAN ROSENOV OVCHAROV 48 000,00 48 000,00 3. STANIMIR RUSEV BUZHEV 48 000,00 48 000,00 4. DANIELA DIMITROVA TANEVA 48 000,00 48 000,00 5. ANNA DIMITROVA BELCHINSKA 48 000,00 48 000,00 TOTAL: 312 000,00 500 000,00 812 000,00 The percentage ratio of the total amount of the permanent remunerations compared to the total amount of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2022 (constants plus variables) is 38.42%. The percentage ratio of the total amount of variable remuneration compared to the total amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2022 (constants plus variables) is 61.57%. Therefore, fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable). Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. 3. Information about the criteria for accomplished results, based on which, stock options, stocks of the Company or other types of variable remuneration are provided and an explanation how the criteria under Art. 14, Para 2 and 3 from Ordinance No 48 contribute to the long-term interests of the Company The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide an option for granting company stocks, stock options and other appropriate financial instruments. The Remuneration policy of AGRIA GROUP HOLDING AD provide an option for additional variable remuneration to the members of the Board of Directors of Agria Group Holding AD. The total amount of the additional variable remuneration to the members of the Board of Directors (except for the independent directors who receive only base remuneration without additional incentives) is determed with a view to the financial- econonomic standing of the company, the input of the members of the Board of Directors and the accomplished results. 106 The criteria for achieved results are subject to encourage the stability of the Company in the long term and to also include non-financial indicators, which are essential for the long-term activity of the Company, for example compliance with the applicable rules and procedures. 4. Clarifications regarding the applied methods for assessment whether the criteria for accomplished results have been achieved According to the Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, the members of the Board of Directors of Agria Group Holding AD can receive additional variable remunerations, which total amount depends on the financial-economic standing ot the company, the input of the members of BoD and the accomplished results of the activity. The variable remuneration is determined by the accomplished results of the activity on a consolidated basis. The total amount of the additional remuneration of the members of the Company’s Board of Directors ( with the exception of the independent directors, whose remuneration is only fixed without additional incentives) is no more than 3% (three percent) of the net consolidated profit of Agria Group Holding AD for the corresponding financial year. The amount of the additional remuneration proposed as a maximum is based on the consolidated financial results, as the holding company does not directly engage in commercial activities but depends on the activity and results of its subsidiaries. The variable remuneration of the members of the Board of Directors is accrued and paid in compliance with financial and non-financial criteria for achieved results. The criteria for achieved results should promote the long-term stability of the company and include non-financial indicators that are relevant for the long-term activity of the company, such as compliance with applicable rules and procedures. The criteria related to financial indicators are selected in accordance with how they reflect the creation of value by the Company and how this relates to the market capitalization. Financial indicators may include criteria related to consolidated profit before taxes, interest and depreciation, growth in consolidated income, consolidated profit, efficiency and value of new business. The non-financial criteria are related to the clients egagements and employees of the company, operational efficiency and corporate social responsibility, contributing to the stable and sustainable development of the Company and the holding group in economic, social and environmental aspects. The regular remuneration must represent a sufficiently large proportion of the total remuneration so as to allow the company to apply a flexible policy on variable remuneration, including the option not to pay when the criteria for achieved results are not met and where there is a significant deterioration in the company's financial situation. 5. Clarification regarding the correlation between the remuneration and the accomplished results During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28 th June 2022. The variable remuneration is formed on the basis of achieved consolidated financial results, as the holding company does not perform direct commercial activity as it depends on the activity and results of its subsidiaries, subject to the upper limit of not more than 3% (three percent) of net consolidated profit for the financial year 2022 of Agria Group Holding AD. 6. Base remunerations and justification of the annual scheme for bonus payments and/or all other non- monetary additional remunerations 107 The General Meeting of Shareholders convened on 16 July 2014, the General Meeting of Shareholders convened on 16 July 2015, the General Meeting of Shareholders convened on 22 June 2016, the General Meeting of Shareholders convened on 27 June 2017, the General Meeting of Shareholders convened on 25 June 2018, the General Meeting of Shareholders convened on 19 June 2019 and the General Meeting of Shareholders convened on 29 July 2020, the General Meeting of Shareholders convened on 29 June 2021 and General Meeting of Shareholders convened on 28 th June 2022, did not determine additional remuneration to the members of the Board of Directors of AGRIA GROUP HOLDING AD through payment of bonuses and/or other non-monetary additional remunerations to the members of the company's corporate board. 7. Description of the main characteristics of the scheme for additional voluntary retirement insurance and information about the paid and/or due contributions by the Company in favor of the Director for the respective financial year, when applicable In terms of members of the Board of Directors of AGRIA GROUP HOLDING AD, there is no commitment on the part of the company in respect of additional voluntary pension insurance for board members and the company does not have liabilities for payment of contributions in favour of the directors for the reporting financial year. 8. Information regarding the deferment period for payment of variable remunerations The option for deferred payment of variable remunerations is in accordance with the mandatory provisions of the regulatory framework in force. 9. Information about the compensation policy upon contract termination Under the Remuneration policy of Agria Group Holding AD, the maximum amount of compensation payable by the company, other than the compensation payable by law (where applicable) in event of early termination of the contract with a member of the Board of Directors of Agria Group Holding AD, representing the company according to an entry in the Commercial Register at the Registry Agency, may not exceed the total amount of gross monthly remuneration payabe to them for the remainder of the period, but not more than 12 months. The amount of the compensation shall be fixed in the contract or an agreement between the parties and shall not exceed the amount specified in Remuneration policy. The Company is not liable for compensation in event of termination of a contract with a member of the Board of Directors of Agria Group Holding AD due to expiration and non-renewal of the term the member was elected for. The Company is not liable for compensetaion in event of early termination of the contract with a member of the BoD of Agria Group Holding AD due to failure to comply with the clause, which forbids the carry out of a competitive activity, or other failure to fulfill an obligation under the contract with a member of the BoD. the Company. During the reporting financial 2022 year a contract with a member of the Board of Directors has not been terminated. 10. Information about the period, during which the stocks cannot be transferred and the options on stocks cannot be exercised, concerning variable remuneration, based on stocks The current Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide such option. 11. Information about the policy for retaining a definite number of shares until the end of the term of the members of the management and controlling bodies after expiration of the period under item 10 The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide such option. 108 12. Information about the contracts of the members of the management and controlling bodies, including the term of each contract, the notice period for termination and details regarding the compensations and/or other due payments in the event of early termination The Contracts with all members of the Board of Directors are entered for a period of five years as of July 2020. Information on compensations and/or other payments due in the event of early termination are presented in Item 9 of the present Report 13. Full amount of the remuneration and other incentives of the members of the management and controlling bodies for the respective financial year For 2022 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position gross annual remuneration in BGN for 2022 Executive member of BoD and Executive Director Emil Raykov BGN 120 000 Member of BOD Deyan Ovcharov BGN 48 000 Member of BOD Stanimir Buzhev BGN 48 000 Member of BOD Daniela Taneva BGN 48 000 Member of BOD Anna Belchinska BGN 48 000 During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28th June 2022. For 2022 the members of the Board of Directors of the Company have not received other material incentives from Agria Group Holding AD. 14. Information about the remuneration of each person, who has been a member of a management or controlling body of a public company for a certain period in the respective financial year: a) full amount of the paid and/or accrued remuneration of the person for the respective financial year For 2022 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position Gross annual remuneration in BGN for 2022 Executive member of BoD and Executive Director Emil Raykov BGN 120 000 Member of BOD Deyan Ovcharov BGN 48 000 Member of BOD Stanimir Buzhev BGN 48 000 Member of BOD Daniela Taneva BGN 48 000 Member of BOD Anna Belchinska BGN 48 000 During the reporting financial year 2022 AGRIA GROUP HOLDING AD have paid additional remuneration to the executive director in the amount of BGN 500 000.00 which amount of remuneration was determined by the General Meeting of Shareholders held on 28th June 2022. 109 In 2022 members of the Company' s Board of Directors have not received non-monetary benefits. The company does not have deferred or contingent liabilities arising during the year, even if the remuneration is due at a later stage As of 31.12.2022 AGRIA GROUP HOLDING AD does not owe amounts for payment of pensions or retirement benefits. b) remuneration and other material and non-material incentives received by the person from companies belonging to the same group Name Position gross remuneration in BGN for 2022 Anna Belchinska Manager of Korn Trade EOOD 183 381.34 Stanimir Buzhev Executive Director of Kristera AD 243 655.00 c) remuneration received by the person in the form of distribution of profit and/or bonuses and the reasons for their payment In 2022 no member of the Board of Directors of AGRIA GROUP HOLDING AD has received remuneration from the Company in the form of profit distribution and/or other bonuses from AGRIA GROUP HOLDING AD. d) any additional payments for services provided by the person beyond his usual functions when such payments are permitted under contract concluded with him The contracts with the members of the Board of Directors of AGRIA GROUP HOLDING AD do not provide payment for services beyond their usual functions. e) paid and/or accrued compensation on the occasion of termination of duties during the past financial year In 2022 compensations have not been paid and/or accrued on the occasion of termination of the functions of the Board of Directors of AGRIA GROUP HOLDING AD. f) overall assessment of all non-cash benefits, treated as remuneration, except for those pointed out under letters “a” - “e” In 2022 none of the member of the Board of Directors of AGRIA GROUP HOLDING AD has received non- cash benefits treated as remuneration than those specified under letters “a” – “e”. g) information on all loans granted, payments of welfare costs and guarantees on the part of the company or its subsidiaries or other companies subject to consolidation in the annual financial statements, including data on the remaining outstanding part and the interest As of the end of 2022, there are no active and unpaid cash loans from members of the Board of Directors of the company. In 2022, in respect of all of the members of the Board of Directors of AGRIA GROUP HOLDING AD, owes no payments of social and household expenses and guarantees from the company or its subsidiaries or other companies that are subject to consolidation in the annual his financial statement. 15. Information about stocks and/or stock options and/or other incentive schemes based on stocks: The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide an option for granting stock options, company shares or other types of incentive schemes based on stock for members of the corporate board, respectively, such have not been paid or provided. 110 16. Annual change in the remunerations, the results of the company and the average volume of the remunerations of full-time employees, who are not directors, during the last at least 5 financial years, presented altogether in a way that can be compared 17. Information on exercising the option to request a refund of the variable remuneration The Company applies a flexible policy on variable remuneration, including exercising the option for the same to be refunded, when there is no compliance with the clause prohibiting the carry out of competition, due to other culpable failure to comply with the provisions of the management contract by a member of the Board, including significant deterioration of the financial situation of the company as a result of actions and transactions by a member of the Board of Directors, which significantly deviate from the market conditions, as well as actions of any nature harmful to the company. 18. Information on any deviations from the procedure for the implementation of the remuneration policy in connection with exceptional circumstances referred to in Article 11, para 13, including the explanation of the nature of the exceptional circumstances and the indication of the specific elements derogated from. During 2022 there are no exceptional circumstances in which the company has temporarily suspended the implementation of the Remuneration policy. Information on application of the Remuneration Policy of the members of the Board of Directors of AGRIA GROUP HOLDING AD for the next financial year As of the date of preparation of the present report the Board of Directors of Agria group holding AD has not observed a need to adopt any amendments to the Remunartion policy for the members of the Board of Directors, adopted and endorsed by the General Meeting of the company. The Board of Directors shall discuss the Remunaration policy at a session and propose amendments to it, if deemed necessary, at the forthcoming annual General Meeting of shareholders in 2023. 21th March 2023 ....................................................... Emil Raykov – executive member of the Board of Directors Of Agria Group Holding AD Year Number of persons 2015 2016 Change 2016 compared to 2015 % 2017 Cahnge 2017 compared to 2016 % 2018 Change 2018 compared to 2017 % 2019 Change 2019 compared to 2018 % 2020 Change 2020 compared to 2019 % 2021 Change 2021 compared to 2020 % 2022 Change 2022 compared to 2021 % Gross remuneration of all members of the BoD for the year 5 146 674,44 216 000,00 47,26% 216 000,00 0,00% 216 000,00 0,00% 216 000,00 0,00% 216 000,00 0,00% 564 000,00 161,11% 812 000,00 43,97% Average remuneration of a member of the BoD per year 5 29 334,89 43 200,00 47,26% 43 200,00 0,00% 43 200,00 0,00% 43 200,00 0,00% 43 200,00 0,00% 112 800,00 161,11% 162 400,00 43,97% Company results - profit х 1 951 827,60 3 085 836,77 58,10% 4 732 937,79 53,38% 1 839 640,29 -61,13% 628 057,65 -65,86% 2 016 819,99 221,12% 2 086 000,43 3,43% 42 181 441,46 1922,12% Gross remuneration on the basis of full time employees in the company who are not directors for the year 10 120 797,89 301 944,82 149,96% 330 464,59 9,45% 336 509,95 1,83% 339 154,92 0,79% 136 526,78 -59,75% 157 949,18 15,69% 238 300,46 50,87% Average remuneration on a full-time basis of employees in the company who are not directors for the year 10 17 256,84 43 134,97 149,96% 47 209,23 9,45% 48 072,85 1,83% 48 450,70 0,79% 19 503,83 -59,75% 15 794,92 -19,02% 23 830,05 50,87% 111 DECLARATION under Article 100n (4), Item. 4 of POSA We, the undersigned Emil Veselinov Raykov, in the capacity of Chairman of the Board of Directors and Executive Director of Agria Group Holding AD, and Asya Stancheva Yordanova, in the capacity of Accountant of Agria Group Holding AD, hereby declare that to the best of our knowledge: 1. The set of annual financial statements of 2022, prepared in compliance with the applicable accounting standards, provides true and fair information on the assets and liabilities, the financial standing and profit of Agria Group Holding AD and the companies included in the consolidation; 2. The report on the operations of Agria Group Holding AD for 2022 contains an accurate overview of the development and activity outcome of Agria Group Holding AD along with the state of the Issuer and the companies included in the consolidation, together with a description of the main risks and insecurities the Issuer is facing. Declarants: Emil Raykov – Executive Director ................................................... Asya Yordanova – Accountant .................................................... INDEPENDENT AUDITOR’S REPORT To the shareholders of Agria Group Holding AD Varna Report on the audit of the separate financial statements Audit opinion We have audited the separate financial statements of Agria Group Holding AD (the Company), which comprise the separate statement of financial position as at December 31, 2022, the separate statement of profit or loss and other comprehensive income, separate statement of changes in equity and separate statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion, the accompanying separate financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2022 and its financial performance and cash flows for the year then ended in accordance with International Accounting Standards (IAS) adopted for implementation by the European Union (EU). Basis for expressing an auditor's opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), and the ethical requirements of the Independent Financial Audit Act (IFAA), applicable to our audit of the separate financial statements in Bulgaria, and we have fulfilled our other ethical responsibilities in accordance with the requirements of IFAA and IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of matter We draw attention to note 2.4 . Subsidiaries. Consolidation of the Notes to the separate financial statements. "In order to get a complete picture of the financial condition, results of operations, as well as to change the financial condition of the Group as whole, users of these separate financial statements 2 need to read it together with the consolidated financial statements of the Company for the year ended December 31, 2022. The Company also prepares consolidated financial statements, which according to the regulatory requirements and traditions in our country are presented after approval of the separate financial statements. " Our audit opinion is not modified in respect of this matter. We draw attention to note 31 Other disclosures of the notes to the separate financial statements “ In the end of February of the previous year, 2022, a military conflict broke out between Russia and Ukraine. As a result, normal trade relations with the two affected countries have been severely disrupted. The European Union and many countries around the world have imposed a series of economic sanctions on Russia. The restrictive economic and financial measures could lead to changes in prices for energy sources and other goods and services that are important for the development of the Bulgarian economy. This, in turn, could indirectly have an adverse impact on the company's operations in future reporting periods. Its management is currently analyzing and monitoring all changes in events in order to determine protective and stabilization measures. It is expected that their implementation will mitigate the negative consequences of the military conflict to the extent that they will not have a significant negative impact on the company's future viability and ability to continue its operations as an ongoing concern. Our audit opinion is not modified in respect of this matter. Key audit matters Key audit matters are these matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How this key audit matter was addressed in our audit Valuation of investments and receivables in subsidiaries As disclosed in notes 6, 8 and 29 to the separate financial statements, the Company has investments in subsidiaries amounting to EUR 103,908 thousand, as well as receivables from subsidiaries (commercial and on loans granted), amounting to BGN 35,348 thousand. The activity of one part of the subsidiaries is concentrated in the field of production of agricultural production In this area, our audit procedures comprised: - Reviewing the Company’s analyzes of its overall exposure to the subsidiaries and the potential for return. - analytical procedures regarding the main indicators of turnover of receivables from and payables to the subsidiaries in prior periods and the current year and after the end of the reporting period; - Assessment and verification of the 3 (grain) and of another part in the storage and trade of grain. At the same time, there are subsidiaries created for the realization of specific projects that projects are still in the initial business phase. Grain production is susceptible to the influence of factors not under the control of Company ’s management and, in addition, grain trading is under the influence of a highly competitive market environment. This implies a risk of overestimating investments in subsidiaries. The review and tests of the indicator guide and the need for impairment of these exposures (investments and receivables) are made in the context of its forecasts and intentions regarding future economic benefits and profitability that are expected to be obtained from subsidiaries. Its calculations shall apply material assumptions and estimates on its part regarding the measurement of the future collection of receivables, analyzing the future collectability of the company's overall exposure to each of these entities. Each of the subsidiaries is treated as a separate cash-generating entity and a number of factors are taken into account, such as: business specificity, business environment, expected sales volume growth, and other risks. Therefore, these estimates of management are inherently uncertain. Due to the fact that the process of determining the review and testing for possible impairment losses of the company's exposure in its subsidiaries involves multiple judgments and assumptions, and due to the materiality of the reporting object itself, as stated above, we have identified this issue as a key audit matter. Fair value measurement of owned farmland Notes 3.1 and 4 to the financial statements. The Company has adopted to measure the agricultural land it owns at fair value, determined by an independent valuer at financial statements date . The assessment of agricultural land is a completeness, relevance and adequacy of disclosures in the Company's separate financial statements regarding the measurement of investments and receivables from subsidiaries and the results of the impairment tests. Our audit procedures in this area include: • studies on the objectivity, independence, and expertise of the external appraisers. • we assessed the accuracy of the input data set in the appraisers' reports. 4 key issue for our audit, as it requires a substantial level of judgement and at the same time, agricultural land is an essential part of the Company’s assets. The use of many assumptions it the preparation of valuations has been identified by us as a significant risk. The Company's policy is to use independent appraisers at lease once a year. Property valuations contain assumptions such as expected rental income, employment levels, market transaction information, market assumptions, property development risk, etc. • we conducted a critical analysis of the main assumptions. • we conducted additional procedures to evaluate the adequacy assessments. Information other than the separate financial statements and auditor’s report thereon Management is responsible for the other information. The other information consists of the information included in the annual management report and the corporate governance statement prepared by the management in accordance with Chapter Seven of the Accountancy Act but does not include the separate financial statements and our auditor’s report thereon , and this other information we received before the date of our audit report. Our opinion on the separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon, unless explicitly stated in our report and to the extent stated. In connection with our audit of the separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management for the separate financial statements Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with International Accounting Standards, endorsed for application by the European Commission and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 5 In preparing the separate financial statements , management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for supervision of the financial reporting process in the Company. Auditor’s responsibilities for the audit of the separate financial statements Our objectives are to obtain reasonable assurance about whether the separate financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken based on these financial statements. As part of the audit in accordance with ISAs, we use professional judgment and maintain professional skepticism throughout the audit. We also: — Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. — Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management. — Conclude on the appropriateness of management’s use of the going concern basis of accou nting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. — Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 6 We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Among the matters communicated to those charged with governance, we identify those matters that were most relevant to the audit of the separate financial statements for the current period, and which are therefore key audit matters. We describe these matters in our auditor's report unless a law or a regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements Additional matters to report in accordance with the Accountancy Act and Public Offering of Securities Act In addition to our responsibilities and reporting in accordance with ISAs described above in “Information other than the separate financial statements and auditor’s report thereon” section with respect to the annual management report and the corporate governance statement, we have performed the procedures, in addition to those required under ISAs, in accordance with the Guidelines of the professional body of certified public accountants and registered auditors in Bulgaria – the Institute of Certified Public Accountants (ICPA). These procedures refer to checks of the existence, form and content of this other information in order to support us in forming an opinion whether the other information contains the disclosures required by Chapter Seven of the Accountancy Act and by the Public Offering of Securities Act (Art. 100m, par. 10 of the POSA in conjunction with Art. 100m, paragraph 8 (3) and (4) of the POSA), applicable in Bulgaria. Opinion in relation with Art. 37, par. 6 of the Accountancy Act Based on the procedures we have performed our opinion that: a) The information included in the annual management report for the financial year presented in the separate financial statements corresponds to those separate financial statements. b) The annual management report has been prepared in accordance with the requirements of Chapter Seven of the Accountancy Act and Art. 100m, par 7 of the Public Offering of Securities Act. 7 c) The corporate governance statement for the financial year presented in these financial statements, which is part of the annual management report, contains the information required by Chapter Seven of the Accountancy Act and Art. 100n, par. 8 of the Public Offering of Securities Act. d) The report for execution of the remuneration policy for the financial year for which the separate financial statements have been prepared, is presented, and meets the requirements, determined in art. 116a, par. 1 of the Public Offering of Securities Act. Opinion in connection with Art. 100 (n), par.10 in connection with Art. 100 (n), par. 8, items 3 and 4 of the Public Offering of Securities Act Based on the procedures performed and the acquired knowledge and understanding of the Company's activity and the environment in which it operates, in our opinion, the description of the main characteristics of the internal control and risk management systems of the enterprise in connection with the financial reporting process, which is part of the content of the declaration for corporate governance and the information under Art. 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25 / EC of the European Parliament and of the Council of 21 April 2004 on takeover bids do not contain cases of material misstatement. Statement in connection with Art. 100 (n), par. 4, vol. 3, p."b"of Public Offering of Securities Act. The information about related party transactions is disclosed in note 29 of the notes to the separate financial statements. Based on the audit procedures performed by us on related party transactions as part of our audit of the separate financial statements as a whole, no facts, circumstances or other information have come to our attention based on which to conclude that the related party transactions have not been disclosed in the accompanying financial statements for the year ended December 31, 2022, in all material respects, in accordance with the requirements of IAS 24 Related Party Disclosures . The results of our audit procedures on related party transactions were addressed by us in the context of forming our opinion on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on related party transactions. Statement in connection with Art. 100m, par.4(3)(c) of the Public Offering of Securities Act Our responsibilities for the audit of the financial statements, described in the “ Auditor’s responsibilities for the audit of the financial statements” section of our report include an evaluation as to whether the separate financial statements present the significant transactions and events in a manner that achieves fair presentation. Based on the audit procedures performed by us on the significant transactions underlying the separate financial statements for the year ended December 31, 2022, no facts, circumstances, or other information have come to our attention based on which to conclude that there are material misrepresentations and disclosures in accordance with the relevant requirements of IASs as adopted by the European Commission. The results of our audit procedures on Company’s transactions and events significant for the separate financial statements were addressed by us in the context of forming our opinion on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on those significant transactions. 8 Reporting on compliance of the electronic format of the separate financial statements included in the annual separate financial report on the activity under Art. 100n, para 4 of POSA with the requirements of the EEF Regulation In addition to our responsibilities and reporting under the ISA described above in the section "Auditor's responsibilities for auditing the separate financial statements", we have implemented the procedures under "Guidelines of the expression of an audit Opinion in relation to the application of the Unitary European Electronic Format (EEF) to the financial statements of companies whose securities are admitted to trading on a regulated market in the European Union (EU)" of the professional organisation of registered auditors in the Bulgaria, the Institute of Certified Public Accountants (IDES)". These procedures concern the verification of the form and whether the human-readable part of this electronic format corresponds to the audited separate financial statement and the expression of an opinion regarding the compliance of the electronic format of the separate financial statements of Agria Group Holding AD for the year ending 31 December 2022, attached in the electronic file "8945006WNW5407G58156-20221231-ENG-SEP.zip", with the requirements of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council by means of regulatory technical standards for the definition of the unified electronic reporting format ('EEF Regulation'). On the basis of these requirements, the electronic format of the separate financial statements included in the annual separate activity report under Art. 100n, para. 4 of POSA must be presented in XHTML format. The Management of the Company is responsible for the implementation of the requirements of the EEF Regulation when preparing the electronic format of the separate financial statements in XHTML. Our opinion is only with respect to the electronic format of the separate financial statements attached in the electronic file "8945006WNW5407G58156-20221231-ENG-SEP.zip and does not cover the other information included in the annual separate financial statement of the activity under Art. 100n, para. 4 of POSA. Based on the procedures performed, our opinion is that the electronic format of the Company's separate financial statements for the year ending December 31, 2022, contained in the attached electronic file "8945006WNW5407G58156-20221231-ENG-SEP.zip", on which we express an unmodified audit opinion, is prepared in all material respects in accordance with the requirements of the EEF Regulation. Reporting in accordance with art. 10 of Regulation EC 537/2014 in connection to the requirements of art. 59 of the Independent Financial Audit Act According to the requirements of the Independent Financial Audit Act in connection with art. 10 of Regulation EC 537/2014 we hereby declare in addition the information set out below. 9 Primorska Audit Company Ltd. has been appointed as the statutory auditor of the separate financial statements for the year ended December 31, 2022 of Agria Group Holding AD (the Company) by the General Meeting of the Company, held on June 28, 2022, for a period of one year. The audit commitment was accepted by an Engagement Letter dated August 09,2022. The audit of the Company's separate financial statements for the year ended December 31, 2022 is the second full continuous commitment to a statutory audit of this company performed by us. We confirm that our audit opinion is in accordance with the additional report submitted to the Audit Committee of the Company in accordance with the requirements of Art. 60 of the Independent Financial Audit Act. We confirm that we have not provided the in Art. 64 of the Independent Financial Audit Act prohibited services. We confirm that in performing the audit we have kept our independence from the Company. For the period to which our statutory audit relates, in addition to the audit, we have not provided services to the Company and its companies under control, which are not specified in the Company's activity report or separate financial statements. Audit Company Primorska Audit Company Ltd. Registration number 086 Iliya Iliev General manager Marian Nikolov Registered auditor responsible for the audit Registration number 0601 March 23, 2023 Varna 1 To the Shareholders of Agria Group Holding AD Varna DECLARATION Under Article 100n (4)(3) of the Public Offering of Securities Act We, the undersigned: 1 . Iliya Nedelchev Iliev, in my capacity as a general manager of Primorska Audit Company OOD with Company’s Id. No. 103599983, with seat, registered address and contact address: Varna, General Kolev St. No. 104, floor 5, apartment 32, 2. Marian Vasilev Nikolov, in my capacity as a registered auditor with Registration No. 0601 in the register with CPOSA under Article 20 of the Independent Financial Audit Act, responsible for the audit engagement on behalf of Primorska Audit Company OOD - audit company in the register with CPOSA under Article 20 of the Independent Financial Audit Act, declare that: Primorska Audit Company Ltd. was committed to perform a statutory financial audit of the separate financial statements of Agria Group Holding AD for 2022, prepared in in accordance with the International Accounting Standards adopted by the EU, a generally accepted accounting bases defined in item 8 of the Additional provisions of the Accountancy Act under the name "International Accounting Standards". As a result of our audit, we issued an audit report dated March 23, 2023. We hereby CERTIFY that as reported in the audit report issued by us on the separate financial statements of Agria Group Holding AD for 2022, dated March 23, 2023: 1. Art. 100n, para. 4, item 3(a) Audit or’s opinion: In our opinion, the separate annual financial statements present, in all material respects, the financial position of the Company as of December 31, 2022, and its financial performance and cash flows for year than ended, in accordance with the International Accounting Standards (IAS) adopted for implementation by the European Union (EU). 2. Article 100n(4) (3b) Information regarding the related parties transactions of Agria Group Holding AD The information regarding transactions with related parties has been duly disclosed in Note 29 to the separate financial statements. Based on the audit procedures performed by us on the transactions with related parties as a part of our general audit of the financial statements, we have not become aware of any facts, circumstances or other information based on which we could conclude that the transactions with related parties have not been disclosed in the enclosed separate financial statements for the year ended December 31, 2022 in any material aspects in accordance with the requirements of IAS 24 Related Party Disclosures. The results from our audit procedures on the related parties’ transactions have been reviewed by us in the context of forming our opinion about the financial statements, not for the purpose of expressing a separate opinion on the related party transactions. 2 3. Article 100n (4) (3c) Information regarding significant transactions. Our responsibility for the audit of the financial statements, as described in the section of our report called Auditor’s Responsibility for the Audit of Financial Statements, include an assessment of whether the financial statements present the significant transactions and events in a manner which achieves faithful representation. Based on the audit procedures carried out by us in relation to significant transactions of fundamental importance for the financial statements for the year ended December 31, 2022, we have not become aware of facts, circumstances or other information based on which we could conclude that there are instances of material unreliable presentation and disclosure in accordance with the applicable IAS requirements adopted by the EU. The results from our audit procedures on the Company’s transactions and events which are of material significance to the financial statements have been reviewed by us in the context of forming our opinion about the financial statements, not with the purpose of expressing a separate opinion on these significant transactions. The certifications made in this Declaration should be viewed only and solely in the context of the auditor’s report issued by us as a result of the independent financial audit of the separate annual financial statements of Agria Group Holding AD dated March 23, 2023, for the reporting period ended December 31, 2022. This Declaration is intended only for the above-mentioned addressee and it has been prepared only and solely in accordance with the requirements set out in Article 100n(4)(3) of the Public Offering of Securities Act (POOSA) and should not be viewed as a replacement of our conclusions given in the auditor’s report compiled by us as at March 23, 2023 regarding the matters covered by Article 100n(4)(3) of the POOSA. Audit company Priorska Audit Company Ltd. Registration No 086 Iliya Iliev Managing partner Marian Nikolov Registered auditor, responsible for the audit Registration 0601 March 23, 2023