Green Earth Group NV

Annual Report (ESEF) • May 30, 2025

DGB Group N.V. DGB Group ANNUAL REPORT 2024 4 Table of contents DGB History Market & trends Important highlights Corporate governance Financial statements 19 31 8 47 78 INTRODUCTION DGB Group at a glance Director's Report IMPORTANT HIGHLIGHTS WHO WE ARE; WHAT WE DO About us Business model Reduction and compensation Project status process DGB History Board of directors Company structure Shareholding structure Share structure Dividend policy Group activities: Project development Group activities: Supply and services Group activities: Greentech Our partners and customers STRATEGIC PILLARS, PURPOSES & GOALS Our goal Our purpose Our values Our vision and principles MARKETS & TRENDS RISK FACTORS Risk factors Strategic and business risk Operational risk Financial risk Governance risk CORPORATE GOVERNANCE Corporate Governance Board structure Board committees Compliance with the Dutch Corporate Governance Code REMUNERATION REPORT Remuneration report Key considerations Primary remuneration elements for 2024 Scope Objectives Summary of Board of Directors’ remuneration Outlook for 2025 COMPLIANCE Statement by the Board of Directors PROJECT PIPELINE FINANCIAL STATEMENTS FINANCIAL STATEMENTS - COMPANY ONLY SUSTAINABILITY REPORTING Sustainability goals OUTLOOK Carbon market outlook Carbon credit price outlook High-quality credits Project locations and diversification TERMINOLOGY & DEFINITIONS OTHER INFORMATION DISCLAIMER CONTACT INFORMATION 3 4 5 8 14 15 16 17 18 19 21 22 23 24 24 24 25 25 26 27 28 28 29 30 31 38 39 40 43 44 45 46 47 47 48 49 50 51 51 52 52 52 53 55 56 57 58 78 151 176 177 178 179 180 181 182 183 190 200 201 Project Pipeline 58 Outlook 180 Business model 16 Introduction ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Our purpose is to make nature flourish and prosper Selwyn Duijvestijn CEO INTRODUCTION 4 DGB Group at a glance DGB Group is one of the fastest-growing companies in the carbon marketplace. DGB is a purpose-driven project developer specialising in nature-based solutions, managing high-quality projects that emphasise ecosystem restoration, biodiversity enrichment, and livelihood improvement. Through our projects, products, and services, we aid companies in understanding and committing to environmental goals, assessing their environmental footprint, developing strategies for environmental solutions, and communicating their progress on sustainability transparently. We are a purpose-driven, for-profit organisation with a boots-on-the-ground approach focused on bringing excellence to the development and operation of carbon projects. We develop high-quality, large-scale carbon, plastic and biodiversity projects accredited by leading verification standards. We focus on nature conservation and helping biodiversity flourish by assisting governments, businesses, and individuals in achieving net zero via verified emission reduction units. DGB is an impactful, global company listed on the Amsterdam Euronext stock exchange with ticker code AEX:DGB and ISIN-code NL0009169515. INTRODUCTION 5 Objectives and Core Activities DGB Group N.V. is a project developer listed on Euronext Amsterdam, specializing in the origination of environmental commodities through large-scale nature restoration. Its core business is the development of high-integrity carbon credits and other verified natural assets that contribute to environmental action and ecosystem recovery. Operating globally, with a current strong operational footprint in Africa and Asia, DGB partners with local communities to deliver impactful reforestation and conservation initiatives. The Group also offers digital tools, such as the CO₂. expert platform, which helps businesses calculate their carbon footprint and manage offset strategies efficiently. DGB’s impact is rooted in community-led, high-integrity projects. In 2024, millions of trees were planted, and emissions were avoided through cookstove distribution. Projects directly contribute to the Sustainable Development Goals (SDGs) and benefit local communities with jobs, water access, nurseries, and education. The company fosters diversity, transparency, and inclusion, with no reported human rights or compliance violations. ESG reporting is being scaled in preparation for CSRD, and DGB has initiated the process to become a certified B Corporation, further strengthening its commitment to measurable, accountable sustainability 2024 marked a pivotal year for DGB Group. The company successfully issued its first verified carbon credits from an in-house project by securing Gold Standard certification for its energy-efficient cookstove initiative. In addition, two of its reforestation projects (Hongera in Kenya and Greenzone in Cameroon) were formally validated, demonstrating DGB’s growing project maturity and credibility. In early 2025, the Bulindi Chimpanzee Habitat Project in Uganda was also validated, further strengthening the company’s project pipeline. During the year, DGB expanded its environmental scope into plastic recovery and biodiversity credits, while strategically divesting 40% of its stake in Corekees Directors’ Report 2024 to sharpen focus on core operations. Significant investments were made in scaling internal capacity and advancing technological infrastructure to support long-term growth. Organizational Structure and Governance DGB operates a streamlined legal structure centered around project-focused execution. While retaining full control over project standards, data integrity, certification, and impact measurement, the company collaborates with a trusted network of contractors and subcontractors for on-the-ground activities such as fieldwork, planting, and community engagement. This hybrid model ensures cost- efficiency and scalability while retaining strict central control. The legal entity structure is kept lean to allow operational focus and cost control, with project-level execution supported by vetted subcontractors under DGB’s direct oversight. Governance at DGB follows a one-tier board model. As of 2024, the sole statutory director is CEO Selwyn Duijvestijn. In line with the governance roadmap presented at the 2023 Annual General Meeting, the company plans to expand the Board in the second half of 2025 to include at least two independent non-executive directors and potentially an executive director from senior management. This expansion will further strengthen oversight, strategic alignment, and stakeholder accountability. As a subsequent event in 2025, share-based incentives under the Long-Term Incentive (LTI) plan were granted through treasury shares. DGB also continues to uphold a strong commitment to transparency and stakeholder engagement, regularly hosting investor webinars, facilitating community meetings at project sites, and participating in public forums to report on progress and gather feedback. Financial Results and Developments In 2024, DGB Group successfully completed its first external audit of financial statements since 2018, an important milestone in the company’s ongoing professionalisation. Conducted by GCP Auditors, the audit reaffirms DGB’s commitment to transparency, accountability, and high-quality financial reporting. As part of this process, DGB adopted a cost-based accounting standard for project valuation across its entire portfolio. This methodology aligns with conservative international financial reporting practices under IFRS and ensures that only realised outcomes, such as verified carbon credit issuances or contracted sales, are recognised in the Company’s financial statements. This approach enhances transparency, strengthens financial governance, and reinforces DGB’s commitment to accountability as a publicly listed company on Euronext Amsterdam. In 2024, DGB Group reached an operational milestone by generating its first revenue from the issuance of verified carbon credits. This achievement marked the company’s successful transition from a development-stage venture to a revenue- generating enterprise, validating the scalability and integrity of its business model. Despite this progress, DGB reported a net loss of € 4,339 thousand for the year, primarily driven by continued strategic investments in project development, technological infrastructure, and team expansion to support future growth. This compares to a net loss of € 3,064 thousand in 2023, reflecting increased investment in project scaling and infrastructure. The Board views these costs as foundational to establishing a scalable and revenue-generating model. Risks and Risk Management DGB operates in a dynamic and emerging sector that combines environmental, financial, and operational complexity. As a capital-intensive project development company, DGB requires significant upfront investment for its project pipeline, while revenues are typically only realized upon certification and sale of verified carbon credits. This timing mismatch creates liquidity challenges. To mitigate these, DGB applies rigorous cash flow forecasting, maintains a flexible cost base, and funds its operations via a diversified mix of instruments, including green bond issuances, forward contracts, and customer prepayments.Project delays may arise due to weather events, logistics constraints, or evolving local regulations. In addition, natural hazards such as droughts or forest fires can damage reforestation zones and impact carbon credit issuance. DGB addresses these risks by designing flexible project timelines, incorporating buffer planting areas, and collaborating closely with reliable local partners. INTRODUCTION 6 The regulatory framework for carbon credits continues to evolve across jurisdictions. Changes in international certification standards or host country legislation may affect project eligibility or timelines. DGB mitigates this exposure by monitoring policy developments continuously. Market-related risks also exist. Carbon credit prices are influenced by shifts in political sentiment and demand-supply dynamics. DGB seeks to stabilize revenues by entering long-term offtake agreements and maintaining a diversified portfolio of project types and geographies. Foreign exchange risk arises from the fact that most of DGB’s revenue is in euros or US dollars, while many operating expenses are incurred in local currencies. This is managed through disciplined financial planning and natural hedging strategies. The company avoids holding excessive reserves in local currencies to limit exposure. DGB is also exposed to counterparty credit risk. To mitigate the risk of buyer default, the company conducts thorough due diligence and frequently requires advance payments before delivering carbon units. This ensures greater cash flow stability and minimizes financial exposure. Crucial to DGB’s liquidity forecast and going concern assessment is its ability to modulate execution: scaling can be paused rapidly while continuing to generate credits from existing planted areas and distributed assets. When conditions improve, the company can reactivate or accelerate operations without delay. This operational flexibility is a key driver of DGB’s financial resilience in both conservative and growth-oriented scenarios. As of 2024, DGB operates under a one-tier board structure, with the CEO serving as the sole statutory director. The CEO has a personal connection to a holder of priority shares, who previously served as chairperson of a foundation that held a significant shareholding in the company. This governance structure was appropriate during DGB’s entrepreneurial phase but has since been updated as part of the company’s transition toward a more institutional framework. In 2024, the foundation’s shareholding was repurchased by the company through a structured buyback program. This change simplifies the shareholder structure and supports DGB’s continued professionalisation. In line with the governance roadmap outlined at the 2023 Annual General Meeting, the company will expand its Board in 2025 to include at least two independent non-executive directors. This evolution reflects the company’s commitment to strong governance, transparency, and long- term stakeholder alignment. Risk management is embedded in DGB’s operational, financial, and governance systems, and is formally reviewed on a quarterly basis by the executive team. The company maintains an internal risk register that is updated regularly to ensure active monitoring and mitigation across all key domains. Research and Development (R&D) and Innovation As a full end-to-end project developer, DGB manages every stage, from land sourcing to credit issuance, which drives continuous innovation in efficiency, quality, and impact. In 2024, its CO₂.expert platform was upgraded with new features to improve emissions tracking and offset planning. The company also piloted satellite-based MRV tools for faster, cost-effective verification of tree growth and biodiversity, reducing reliance on third parties. Field-level innovation included integrating reforestation with community beekeeping in Kenya and introducing improved, locally made cookstoves. These advancements ensure scalable, transparent, and high-impact project delivery. Outlook for 2025 DGB Group enters 2025 with a clear growth trajectory toward its long-term goal of generating 500 million carbon units by 2030. The company plans to scale its existing project pipeline and launch new initiatives across reforestation, biodiversity, plastic recovery, and water restoration. Geographic expansion remains a key priority, with active project development underway in Latin America and Central Asia. DGB has already completed a significant number of feasibility studies, allowing the company to quickly activate and deploy new projects as funding and market conditions permit. In 2025, DGB aims to secure its first €5 million in carbon offtake agreements—marking a new phase of revenue growth and commercial traction. The planned appointment of independent non-executive directors will further enhance governance and execution capacity as the company scales. With a growing inventory of verified carbon credits and maturing assets, DGB expects to achieve sustained profitability by 2027. To bridge the funding gap, DGB is pursuing a multi-pronged strategy: long-term pre-sales of carbon units, regular credit sales, green bond issuances, and strategic funds like the early-stage carbon investor Green Carbon Fund. These combined with disciplined capital allocation and growing market demand form the foundation for a resilient and scalable financial model. Key subsequent events in 2025 include the full listing of all DGB shares on Euronext Amsterdam and the completion of a €725,000 private placement to accelerate pipeline growth. The company also announced its rebranding to Green Earth Group, underscoring its transformation into a broader environmental enterprise that integrates sustainable commodities, ecosystem services, and digital tools. With this expanded scope, DGB is evolving from a carbon credit developer into a vertically integrated provider of nature-based solutions. The Board extends its sincere thanks to shareholders, partners, and the team, and reaffirms its long-term commitment to measurable impact, financial strength, and responsible growth. S A M Duijvestijn, CEO INTRODUCTION 7 ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Important highlights DGB Group celebrates verification and first carbon credit issuance DGB Group has completed verification and received the first issuance of 49,000 carbon credits from its Hongera Energy Efficient Cookstoves Project in Kenya, developed under the Gold Standard. The project, which aims to distribute 150,000 cookstoves, is expected to generate 2.5 million carbon units over its lifetime. With nearly 70,000 stoves already deployed, DGB is ramping up production and anticipates larger issuances in 2025 and 2026. Following €1.7 million in early sales for 30% of the project’s credits, DGB expects the remaining units to command higher prices. Verification raised the project’s adjusted value from €5.5 million to €7.9 million in our internal financial valuation model. DGB is now preparing to secure a Letter of Authorisation under Article 6.2, enhancing the project’s market position and international trading potential. We are proud to announce that the Hongera project is now generating revenue. With this first issuance, we have completed the full production cycle, turning potential into realised revenue. This marks the start of the revenue streams from DGB's own projects and is the result of years of hard work, careful development, and investment. Niels van Houdt Finance Director DGB IMPORTANT HIGHLIGHTS 9 Greenzone Reforestation Project achieves Verified Carbon Standard validation DGB Group’s Greenzone Reforestation Project has been successfully validated and registered under Verra’s Verified Carbon Standard, making it the largest registered carbon project in Cameroon. The project will generate 7.8 million carbon units over its lifetime, with an average of 191,000 high-quality AR credits issued annually. With validation complete, DGB retains 100% ownership of all carbon units, now available for sale. The project’s adjusted asset value increased from €5.8 million to €8.1 million in our internal financial valuation model, reinforcing DGB’s momentum as it enters its revenue-generating phase. IMPORTANT HIGHLIGHTS 10 DGB Group advances first plastic removal project towards implementation DGB Group has begun implementation of its first plastic removal project, the Green Wheels Plastic Collection Project in Sri Lanka, in partnership with Eco Spindles. The project aims to collect and recycle 6,500 tonnes of plastic waste using electric bikes, with operations set to scale in 2025. Developed under Verra’s Plastic Standard, the project is expected to achieve registration in the first half of 2025 and issue its first plastic credits in Q4 2026. Once fully operational, it could generate €650,000 to €3.3 million annually, marking a key step in diversifying DGB’s revenue streams. By expanding into plastic and biodiversity credits, DGB is strategically broadening its presence in emerging environmental markets. This diversification reduces risk by spreading activities across multiple markets while opening new avenues for revenue growth. Selwyn Duijvestijn CEO Hongera Reforestation Project achieves Verified Carbon Standard validation DGB Group’s Hongera Reforestation Project in Kenya has been officially validated and registered under Verra’s Verified Carbon Standard (VCS), marking a major milestone in its development. The project will generate 5.1 million carbon units over its lifetime, with an average of 125,000 high-quality AR credits issued annually. With validation secured, the project’s risk profile improved significantly, increasing its asset valuation from €4.8 million to €6.8 million in our internal financial valuation model. This validation reinforced DGB’s position as a leading developer of high-integrity, nature-based carbon projects. IMPORTANT HIGHLIGHTS 11 DGB Group secures Euronext Amsterdam listing and successfully navigates PIE audit challenges DGB has successfully navigated key milestones to secure its continued listing on Euronext Amsterdam, underscoring its commitment to regulatory compliance and financial transparency. A critical step in this process was obtaining a confirmation letter from a European Public Interest Entity (PIE) audit firm, indicating the firm's readiness to conduct DGB’s 2024 financial audit. With Euronext Amsterdam confirming DGB’s listing status, the company’s market presence is reinforced, while its global visibility and appeal to a wider investor base are significantly enhanced. This accomplishment strengthens DGB’s capacity to assist governments and corporations in achieving net-zero targets through its large-scale carbon and biodiversity restoration projects. DGB Group diversifies its project pipeline with plastic and biodiversity credits DGB has expanded its project portfolio by introducing plastic and biodiversity credits, reinforcing its leadership in environmental innovation. Our plastic credit project focuses on reducing plastic pollution through cleanup and recycling, generating credits for every 1,000 kg of plastic processed. Similarly, our biodiversity credit project aims to protect vital habitats and restore ecosystems, contributing to the conservation of endangered species. Both pilot projects, in collaboration with local partners in Sri Lanka and Australia, are expected to begin later in 2024. These initiatives support DGB’s mission of diversifying its revenue streams and enhancing global environmental impact. Our expansion into plastic and biodiversity credits is more than just a strategic business decision; it’s a commitment to our planet and future generations. The launch of these pilots signifies DGB’s dedication to providing comprehensive solutions for environmental challenges. We are not just observing market trends; we are actively shaping a sustainable future. Selwyn Duijvestijn CEO IMPORTANT HIGHLIGHTS 12 DGB Group achieves project milestone and receives €150,000 upfront payment DGB has successfully completed the distribution of 50,000 energy-efficient cookstoves in Kenya, reaching the final milestone of its agreement with a carbon credit buyer. This achievement led to the release of the final €150,000 payment, completing the total €1.7 million funding. The Hongera Energy Efficient Cookstoves Project, which aims to distribute 150,000 cookstoves, significantly reduces firewood usage, curbs CO₂ emissions, and combats deforestation. The project reinforces DGB’s focus on scaling high-impact, nature-based solutions. These achievements reflect DGB’s continued success in advancing projects that benefit local communities and the environment. Hongera Energy Efficient Cookstoves Project completes Gold Standard validation DGB has successfully completed the Gold Standard validation for its Hongera Energy Efficient Cookstoves Project in Kenya. This large-scale initiative aims to manufacture and distribute 150,000 energy-efficient cookstoves, reducing firewood usage, enhancing biodiversity, and cutting indoor air pollution. The project is expected to generate around 2.5 million carbon credits between 2024 and 2030, with DGB already having sold over 500,000 credits for €1.7 million. The validation represents a key milestone in DGB's commitment to fighting deforestation, improving community livelihoods, and advancing sustainability. The first carbon units are anticipated for delivery in Q3 2024. IMPORTANT HIGHLIGHTS 13 DGB Group sells 40% stake in Corekees DGB has sold a 40% stake in Corekees, a leading sustainable investment platform, as part of a larger investment round aimed at accelerating the company’s growth. DGB initially invested €500,000 in Corekees in 2021, acquiring a 50% stake and helping drive a 300% increase in the platform’s growth over the past three years. Through this sale, DGB aims to recover its initial investment while retaining a strategic 10% stake, affirming its commitment to Corekees’ ongoing development and success. Corekees continues to establish itself as a leader in the sustainable finance sector, and DGB remains committed to supporting its growth trajectory. This transaction aligns with DGB's broader strategy of nurturing early-stage ventures that contribute to environmental innovation and sustainability. DGB Group successfully completes share buy-back programme DGB Group successfully completed its six-month share buy-back programme, repurchasing 5.7 million shares—50% of its issued share capital—and fully meeting its target. The €5.56 million programme aimed to optimise DGB’s financial structure and support its employee incentive plans. The buy-back was conducted in full compliance with EU regulations, reinforcing DGB’s strategic approach to capital management and long-term value creation. Who we are. What we do ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP WHO WE ARE. WHAT WE DO 15 About us DGB stands for Dutch Green Business Group N.V., a publicly-traded purpose company. DGB consists of a group of companies focused on ecosystem restoration, biodiversity conservation, and nature-based carbon units (carbon credits). The world’s ancient and endangered forests are being logged at an alarming rate, putting forests, animal species, and communities at risk. The scale of global ecosystem restoration that needs to be undertaken in the coming years is therefore tremendous. This is why DGB develops business solutions to make nature restoration profitable through large-scale projects. Our projects involve protecting, restoring, and creating habitats to restore nature at scale. We invest, manage, and develop projects that generate verified biodiversity, plastic, and carbon credits. DGB's carbon credits allow companies and individuals to achieve carbon neutrality while positively impacting nature. DGB has mapped opportunities and locations globally and is committed to scaling up both mandatory and voluntary investments. DGB is committed to investing in nature and bringing back nature where it cannot return unaided. As a purpose-driven company, we aim to promote and support nature conservation, biodiversity revitalisation, and ecosystem restoration on the global agenda of decision-makers and policymakers. We further aim to enhance local livelihoods and boost local economies. DGB also pursues international targets. This includes achieving a 25% increase in public and private organisations participating in nature and biodiversity conservation by 2030, increasing employment and the participation of regional communities in nature and biodiversity conservation, and establishing a national long-term biodiversity monitoring and reporting system by 2030. DGB's goal is to mobilise €1 billion in investor capital to revitalise nature and support local communities. DGB's assets consist of projects where nature is being protected, restored, or created. DGB offers green bonds, carbon units, biodiversity credits, and plastic credits to compensate for carbon emissions and invest in nature, making us a leader in the voluntary carbon market. WHO WE ARE. WHAT WE DO 16 Business model The DGB business model works as follows: • DGB raises capital and uses it to develop, scale, and manage its nature-based projects. • We develop different types of projects, such as reforestation, afforestation, efficient cookstove projects, and other social projects benefitting local communities. These projects generate carbon units through the emissions they sequestrate; biodiversity credits through the biodiversity benefits they create; and plastic credits through the amount of plastic waste cleaned up and recycled. • The projects, and carbon, biodiversity, and plastic credits they generate, are then accredited by independent verification bodies according to leading verification standards. • The credits are then sold on the market to generate revenue. We help governments, businesses, and individuals reach their net-zero goals and invest in nature with our verified credits. 1 2 3 4 Manage nature-based solutions Develop verified carbon reduction credits Verify and certify credits Sell credits to large corporations WHO WE ARE. WHAT WE DO 17 Reduction and compensation • Carbon compensation and reduction go hand in hand. To reach sustainability and environmental goals, businesses need to reduce their CO2 emissions as well as compensate for them. • Carbon reduction takes time, and some emissions are unavoidable and cannot be reduced. They must be offset to ultimately make a positive impact. Past emissions are also already emitted and cannot be reduced, they can only be compensated for with carbon units. • Compensating for emissions is therefore key for holistic sustainability and long- term impact. Carbon units are used to compensate for past and unavoidable emissions and are a vital tool for restoring nature. • DGB’s verified carbon units help organisations compensate for emissions and reach sustainability goals while restoring nature at scale. Now 2050 CO2 Compensate CO2 Reduce CO2 + • 1.1. Project scouting: A project lead is generated in line with the company strategy, with sufficient value potential, that is considered by the operations team for a pre-feasibility analysis. • 1.2. Pre-feasibility study: An early analysis of the potential project is performed for risks, opportunities, and opportunity costs. • 2. Feasibility study: A complete feasibility study is performed to map the project’s economic, social, and environmental impacts and opportunities alongside risk analysis and opportunity costs. • 3. Project design: The project is developed using a specific methodology. Project agreements are concluded with suppliers/partners/investors/buyers. The project is registered with a certifying body and receives a listing ID. • 4. Project validation: The project undergoes validation by an independent validation/verification body that assesses the project's emissions reductions and confirms that it meets the requirements of the carbon certification programme. • 5. Project implementation: After the certifier has validated and verified the whole project, it issues the first project credits to the project developer, who can now start to sell the credits. • 6. Periodic verification: The project is under management to ensure ongoing compliance. Further credit issuances are also made. • 7. Project completion: The project is now completed, and all credits are issued. Demonstrating real outcomes WHO WE ARE. WHAT WE DO 18 Project status process 01 02 03 04 05 06 07 Feasibility study Before listing Project design Listing at registry Project validation Project design approved Project implementation First credit issuance Periodic verification Project under management Project completion All credits issued Project scouting Pre-feasibility study New projects Projects under development Projects in operation Projects under management Project pipeline Asset valuation 7 Stages of a project: Funnel WHO WE ARE. WHAT WE DO 19 DGB History DGB is a public company trading on Euronext Amsterdam since 1957. With a history in the paper and printing industry, over time, the group transformed into an energy conglomerate with a strong focus on renewable energy. In recent years, the focus of its activities shifted towards the sustainability sector and nature-based solutions. 1 Before DGB was named the Dutch Green Business, the listing was named Roto Smeets. 2 In 1806, Matthias Hubertus Smeets (Maasbracht, 1806– Weert, 1853) started a shop selling stationery, annexe bookbinding, and printing in the Netherlands. 4 On 1 January 1957, all the company activities were combined into the Roto Smeets Group. The company went public on the Amsterdam Stock Exchange with the same holding structure DGB Group still holds today. 3 From 1906–1907, a new printing house was completed on Nieuwstraat, and the company was given the designation: Hofleverancier. Cigar bands and advertising material were printed for Philips, among other things. A branch office was opened in London in 1927 and later one in Amsterdam in 1929. Sales offices were established in Belgium in 1945, the Federal Republic of Germany in 1950, and France in 1955. 5 In 1980, more than 950 people worked for the Roto Smeets Group. Many things were printed, such as the official state portrait of Queen Juliana, reproductions for, among other things, Public Art Property and the editions of Life and Time for continental Europe. On the company’s 150th anniversary in 1980, it acquired the designation: Royal (in Dutch, Koninklijke). 1800 1900 scale of 100 years 100 years WHO WE ARE. WHAT WE DO 20 7 On 22 July 2020, DGB appointed Selwyn Duijvestijn to lead the company as CEO. The appointment followed his involvement as a 14% stakeholder in DGB through one of his funds since 2017. The goal was to become a leading, high-impact investor in the sustainability sector, delivering competitive returns for shareholders while creating positive social impact through green business activities. 6 Following the digitalisation in the 21st century, in an Extraordinary Meeting of Shareholders of Roto Smeets Group held in September 2015, it was decided to sell the printing activities. Following the sale of the printing activities in October 2016, the company changed its name to DGB Group after its energy activities represented most of its business. DGB supplied gas and electricity from 2006, focusing on sustainable energy from the agricultural sector, including biomass, solar, wind, and hydropower. 9 At the Annual General Meeting of Shareholders on 4 February 2021, after careful consideration of the strategic, economic, and financial aspects for all stakeholders, Selwyn Duijvestijn stated the mission for DGB for the following years: ‘A successful outcome in the reforestation of the planet requires a commercially viable company driven by purpose with significant on-the-ground organisational capabilities. The strength of DGB lies in the fact that we can economically speed up the reforestation process. The listing allows us to finance our operations through private arrangements with individual shareholders, family offices, venture capital firms or alliances with larger corporations through loans, bonds or equity deals. We can offer securities for our shareholders in the acquisition of existing forests, lands, or companies. A listing allows us to match and access the capital requirement for the job with the urgency of what is needed and the increasing demand to see reforestation occur planet-wide.’ 8 On 4 September 2020, DGB sold its (renewable) energy subsidiaries to specialise solely in nature-based solutions and the origination of carbon credits. M Logtenberg stepped down as chairman of the board and sold his 64.64% stake in the company to the Prosper And Nature Foundation, led by Hilda van der Meulen. 11 In December 2023, DGB boasts a formidable project pipeline strategically positioned to generate over 60.1 million carbon credits (incl. pre-feasibility projects). It includes 19 projects, 7 of which are actively under development and management. 10 In April 2022, after continued momentum, DGB reported a project pipeline of over 13.6 million carbon credits ready for offtake agreements, making it the largest project developer of carbon credits in the Netherlands. 13 In December 2024, DGB celebrated the first issuance of carbon credits from its projects, marking a major milestone and the start of its revenue generating phase. 12 In March 2024, DGB diversified its project pipeline with plastic and biodiversity credits, These pilot projects mark DGB’s strategic diversification into new types of environmental credits, reaffirming its role as an innovator in the field of sustainable investments. DGB continues to pursue its strategic objective of becoming a world-leading project developer of high-quality, large-scale carbon, biodiversity, and plastic projects accredited by third parties. 2000 2010 2020 Selwyn Duijvestijn serves as the CEO of DGB. Bringing nature conservation and protection to the public domain drives him. Since stepping into this role, Duijvestijn championed the redirection of DGB. Under his leadership, DGB transitioned from being a renewable energy company to a company that focuses solely on nature restoration and nature conservation. Duijvestijn has over 15 years of experience as an entrepreneur and stock market expert in the financial world. Being a veteran in the world of finance, Duijvestijn brought a wealth of knowledge and expertise about finances to DGB. EXECUTIVE BOARD MANAGEMENT TEAMPROJECT MANAGEMENT Selwyn Duijvestijn Thomas Donia Theodore Oben Rieks Bosch Niels van Houdt Dr Matt McLennan Ouke Dijkstra Haron Wachira CEO Director of Operations Project Manager Project Manager Director of Finance Project Manager Project Manager Project Manager WHO WE ARE. WHAT WE DO 21 Board of directors Management team Company structure WHO WE ARE. WHAT WE DO 22 DGB Group Netherlands: N.V. DGB Project Management Netherlands: B.V. DGB Supply & Services Netherlands: B.V. DGB Technology solutions Netherlands: B.V. Corekees Management Netherlands: B.V. Hongera Afforestation and Reforestation Netherlands: B.V. 100% 100%100% 100% 10% 100% 100% Hongera Energy Efficient Cookstoves Netherlands: B.V. Shareholding structure WHO WE ARE. WHAT WE DO 23 The shareholding structure presented herein reflects the status as of 31 December 2024. Subsequent changes have occurred since that date. For the most up-to-date overview as of the publication date, please refer to note 32 of the financial statements. DGB Group Netherlands: N.V. Total placed shares: 11, 400,209 ordinary shares DGB Group N.V. Netherlands Stichting 50.23% M. Kok Netherlands 4.82% F. Bleijenberg Netherlands: Private investor 3.73% D.M. van den Ouden Netherlands: Private investor 4.91% Free oat shares 36.31% WHO WE ARE. WHAT WE DO 24 Share structure The authorised capital of DGB amounts to €750,000 and is divided into 18,750,000 ordinary shares, 18,749,900 preference shares, and 100 priority shares, each with a nominal value of €0.02. The issued capital is 11, 400,209 ordinary shares and 100 priority shares. 4.052.035 of the ordinary shares are listed on Euronext with ticker code AEX: DGB and ISIN-code NL0009169515. As a subsequent event, on 19 March 2025, DGB completed a private placement, and issued 2,086,250 new ordinary shares, each carrying one voting right. Following this issuance, DGB’s total issued share capital stands at 13,486,559 shares. Dividend policy DGB intends to pay an annual dividend representing sustainable long-term value for its shareholders. Per the existing dividend policy, a substantial payout is maintained. Dividend payments depend on DGB’s financial results and equity. In the event of dissatisfying results or investments, a dividend would likely not be distributed that year. If a loss were incurred in any year, no dividend would be paid for that year. Various factors are considered in a dividend proposal, such as the financial and operating result, the capital position, legislation and regulations, and whether the resources required are available for repayment or investments. DGB is pleased to share its optimistic outlook on dividend distribution following a period marked by significant development and the promising prospect of our first carbon credit issuance. The decision to distribute dividends will, as always, depend on a comprehensive assessment of DGB’s financial results, capital position, and the broader regulatory environment. It will also take into consideration our strategic needs for reinvestment into the business to fuel further growth and development. We are mindful of the importance of maintaining a balance between rewarding our loyal investors and ensuring the long-term success and sustainability of our operations. Looking ahead, we are optimistic about the possibility of initiating dividend payments to our shareholders as early as 2025. This comes after years of meticulous planning, development, and the nearing milestone of issuing our first carbon credits—a significant achievement that not only underlines our commitment to environmental stewardship but also marks a pivotal moment in our journey towards financial growth and shareholder value creation. Group activities: Project development DGB is a leading project developer focusing on ecosystem and biodiversity restoration and conservation through carbon units. We have a comprehensive and lengthy process for project development, which includes sourcing land, conducting feasibility studies, compiling project design documents, and finally, selling the carbon units generated by the project. These tasks and supporting activities can be performed by different parties, some of which are under central management. We operate in two primary markets: the verified (voluntary) carbon market and the habitat banking market. In the verified carbon market, companies voluntarily purchase carbon units to compensate for their emissions and achieve sustainability goals. In the habitat banking market, we provide credits for projects that reduce carbon emissions, prevent biodiversity loss, and protect wildlife. We are continuously improving our methodology for certification, including the use of AI and machine learning techniques. DGB is actively involved in risk management and monitoring to ensure the ongoing success of our projects. A key component of our risk management and monitoring is active ownership. Our team is engaged in targeted objectives, ensuring a collective and active stewardship approach. We drive engagements where we see scope for improvement, leading to improved risk management and monitoring and generating high-quality credits. By leveraging AI and satellite data, our services can provide more accurate, timely, and cost-effective assessments of biodiversity and ecosystem health, helping to support conservation efforts and informed decision-making. Selwyn Duijvestijn CEO WHO WE ARE. WHAT WE DO 25 Group activities: Supply and services As part of our commitment to sustainability, we help companies achieve their environmental goals by working closely with them to drive more sustainable investments that serve people and the planet. We also actively engage with thought leaders and other non-profit organisations to promote environmental conservation and restoration. Verified carbon markets are growing rapidly as more and more companies worldwide commit to achieving net-zero emissions. We understand the challenges around sustainability that many companies face. We aim to educate the community that it is acceptable to sacrifice short-term returns for the long- term benefit of sustainable value creation for stakeholders from both a financial and a societal perspective. Our long-term investment horizon, coupled with strong measurable results, leads to a sustainable competitive advantage that replicates the success of our projects for many years, making us more resilient. DGB is committed to helping companies achieve sustainability goals and, simultaneously, restoring and conserving ecosystems, biodiversity, and nature through carbon credits (carbon units). We are proud to be the pioneers in combining the harnessed power of AI methods with the certification of carbon credits. We have mapped opportunities and locations globally, with existing plans to realise new natural habitats, and we will continue to lead the way in the verified and habitat banking markets. With our premier carbon units, we help companies compensate for their carbon footprint and reach their sustainability goals. Group activities: Greentech Greentech empowers organisations and communities with cutting-edge satellite data analysis and AI solutions to drive sustainable and impactful decisions towards a healthier planet. Our Biodiversity Assessment and Monitoring service provides regular assessments and monitoring services to measure conservation projects’ impact and monitor ecosystems’ health. Our satellite data analysis and AI models help organisations and governments understand the environment’s health and changes and make informed decisions on their conservation efforts. We provide clients with accurate, up-to-date, and reliable data that is essential for successful conservation projects. With our expertise and technology, we help ensure the longevity of biodiversity and protect our planet's ecosystems. There are several ways that AI can be applied to satellite data for biodiversity assessment and monitoring: • Image classification: AI algorithms can automatically classify satellite images into different categories, such as forests, wetlands, and grasslands. • Object detection: AI can identify and track specific objects in satellite images, such as wildlife, habitats, and conservation sites. • Change detection: AI algorithms can detect changes in land cover over time, such as deforestation or degradation of ecosystems. • Predictive modelling: AI can create predictive models of biodiversity and ecosystem health based on satellite data and other sources of information. • Data analysis and visualisation: AI algorithms can analyse and visualise satellite data, helping to identify patterns and trends that may be useful for decision-making in conservation and ecosystem management. The participation of institutional markets, asset managers, and pension funds in the sustainability market is growing. DGB will harness this sustainability funding power to help accelerate the world’s transition to net zero. Selwyn Duijvestijn CEO WHO WE ARE. WHAT WE DO 26 Our partners and customers The sheer scale of global challenges ahead means we must collaborate with like-minded organisations that share our sustainable future vision. The private sector is hugely influential. We cannot address any big challenges facing our world without the support of businesses. As of mid-2023, more than 1,400 organisations in over 25 countries have made net-zero pledges. DGB works with political leaders, government departments, regulators and advisory bodies, as well as others in business, finance, and research, to accelerate change in the most efficient and socially just way. Our most important focus groups are • Landowners: to conserve, protect, and restore their land. • Investors: for the upfront finances needed to run our business. • Clients: our customers who buy credits from us. • Local communities: who play a significant role in the execution of our projects. DGB helps clients embark on ambitious journeys that reduce business costs, build resilience, and mitigate risks while positively impacting the environment and society. Time has proven that corporations that operate sustainably perform better in the long term. They become more resilient and gain a competitive edge on quality. The pressures they face come from regulatory bodies, governments, and clients, who, now more than ever, require funds to be invested responsibly. As the world evolves, investors seek companies with innovative solutions to navigate the new landscape. DGB´s projects do exactly that: They deliver robust returns for investors generated by innovative solutions. Investment is channelled into a fund for nature conservation and restoration projects. We aim to drive investment capital toward a net-zero world, delivering strong financial returns through modern financial technology. DGB provides exposure to the global market, where we forge strong relationships and brokerage platforms. We pride ourselves on being influencers in this market whilst operating under strict regulations as a publicly-traded company. DGB engages clients and partners in our tangible projects through offtake agreements and expert management. Given the co-benefits embedded in specific carbon projects, carbon credit buyers not only offset emissions but also create significant Environmental, Social, and Governance (ESG) impacts and help meet the United Nations’ Sustainable Development Goals (SDGs). Strategic pillars, purposes, and goals ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Our purpose DGB envisions a healthy and vibrant world where our natural ecosystems support a flourishing diversity of life on Earth. Resilient habitats with high biodiversity will enable us to live healthy, sustainable lives. Our purpose is empower nature and livelihoods through advanced carbon solutions. STRATEGIC PILLARS, PURPOSES, AND GOALS 28 Our goal DGB strives to safeguard nature, help people live more sustainably, and take action against deforestation and desertification. We aim for a world where society is diverse and just, the economy respects natural capital, and leaders value nature and account for biodiversity. Our goal is to mobilise €1 billion in investor capital to revitalise nature and support local communities by planting 1 billion trees. We achieve our purpose and goal by developing large-scale nature-based solutions that reinvigorate nature, revitalise biodiversity and ecosystems, and support local communities. Our values The values underpinning our engagement with the world and each other are clear, compelling, and compassionate, yet uncompromising. Our sense of urgency to restore nature is driven by the need to meet the challenges of our time—the crises of biodiversity loss, deforestation, and desertification. • Creative collaboration—Saving the planet is not for the faint-hearted. That is why we aim to collaborate creatively, bringing joy and a playful spirit to the struggle. We need imaginative solutions to address today's challenges. Our work is built on changing behaviours and society’s values to protect nature. We bring creativity and playfulness to inspire and energise our work and those with whom we work. We respect all life forms on Earth as we realise they all have an intrinsic value. • Integrity—We hold ourselves to a high standard of moral integrity and quality work. We care deeply and challenge ourselves directly for environmental change. We produce creative and compelling work grounded in science and rigorous research. We are radically candid, fair, trustworthy, and respectful in our interactions with each other and external partners. We focus on generating value in all relationships, as we consider it a privilege to work for our planet and forests’ health. • Restless leadership—We are driven to secure changes proportional to the ecological crises we face. This will require us to aspire, take risks, and redefine what is possible. We are focused on our mission whilst constantly looking for more effective ways to achieve our goals. When confronted with obstacles, we stay optimistic, curious, and solution-focused in our efforts to protect and celebrate our planet’s natural systems. • Tenacious ambition—We match the urgency of environmental crises with the scale of our ambition, determination, and love for nature. We seek transformative change throughout industry and society. Our solutions are big, bold, and innovative. We seek powerful partners equally motivated to make these solutions the new norm. STRATEGIC PILLARS, PURPOSES, AND GOALS 29 Our vision and principles We operate based on the following principles: • Nature is best conserved by protecting existing natural habitats. • Natural ecosystems are dynamic but have a finite capacity to recover from external threats, impacts, and pressures. Building resilience recognises the critical links between ecological and social systems. • All humans benefit from nature; all humans can and should therefore contribute to its wellbeing. DGB envisions a connected world where businesses and organisations collaborate to conserve the planet and wildlife. • Our efforts to conserve nature must acknowledge and respect local communities' culture, values, innovations, practices, and knowledge. • Effective conservation of nature operates across public and private tenures. • We believe nature-based solutions are needed to prevent our world from deteriorating to a point where it can no longer support life due to deforestation, pollution, and climate instability. We focus on positive engagement and flourishing and prospering nature, avoiding doom-and-gloom discussions about global warming. • A well-designed free market is an effective policy instrument that attributes economic value to nature and encourages conservation investment. Billions of euros are needed to achieve our purpose. We thus strive for a free-market solution based on an economic business model. • DGB utilises carbon and biodiversity credits (units) to achieve our purpose. These credits attribute value to nature and enable investments in nature-based solutions. • A high-tech approach is needed to restore nature. We harness the latest smart technologies to secure the best outcomes for DGB, its customers, and the planet. • Our listing as a public purpose company allows for transparent economic growth and accelerated achievement of our goals. DGB is by the public, for the public. Our shareholders benefit from a healthy green world, and the public is incentivised to benefit from our operations’ results and financial gains. • Environmental knowledge is still limited and evolving. Still, we should apply the precautionary principle while using new science and practical experience to adopt adaptive management approaches. The precautionary principle means the lack of full scientific certainty should not hinder a measure that prevents environmental degradation with threats of serious or irreversible damage. STRATEGIC PILLARS, PURPOSES, AND GOALS 30 Markets & trends ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Increasing demand for carbon credits Over the past year, we witnessed an unprecedented surge in demand for carbon units as companies and countries set ambitious targets to reduce their carbon footprint. This trend is expected to continue in 2025 and beyond, with a growing number of businesses looking to invest in carbon offset projects to meet their sustainability goals. As demand for carbon units rises, we see an increase in credit prices, providing a greater incentive for businesses to invest in carbon reduction projects. This is a positive development for the environment, as more carbon offset projects will be implemented, leading to reduced carbon emissions and a cleaner planet for future generations. At DGB, we are proud to be at the forefront of the carbon offset market, providing businesses with a range of high-quality carbon units to achieve their sustainability targets. Our team of experts works tirelessly to identify the most effective and innovative carbon offset projects around the world. We constantly strive to improve our offerings to meet the evolving needs of our clients. We believe the increasing demand for carbon units is a positive trend with far-reaching benefits for the planet and businesses committed to sustainability. As we look to the future, we remain committed to providing our clients with the highest-quality carbon units and the most innovative solutions to help them reduce their carbon footprint and contribute to a cleaner, greener world. MARKETS & TRENDS 32 Market and trends Global mega-trends underpin our business strategy. It drives the demand for carbon credits and supports our growth opportunities. These trends create long-term opportunities for DGB. Development of new conservation credits There has been a growing push to develop more verifiable, permanent, and environmentally beneficial carbon credits. This trend is expected to continue in 2025, with a particular focus on biodiversity and plastic credits. Biodiversity credits are a new type of carbon credit that considers conservation and restoration projects' positive impact on biodiversity. These credits can be earned by companies investing in projects that protect or restore natural habitats, thereby creating positive environmental outcomes beyond carbon reduction. It creates a new opportunity for businesses to demonstrate their environmental commitment and contribute to biodiversity protection. Plastic credits are another type of carbon credit that recently emerged, aiming to address the problem of plastic waste in our oceans and landfills. These credits can be earned by companies investing in plastic waste reduction projects, such as recycling or waste-to-energy projects. It creates a new opportunity for businesses to reduce their environmental impact and contribute to reducing plastic pollution. At DGB, we closely monitor the development of new types of carbon credits. We are committed to providing our clients access to the latest and most innovative solutions to help them achieve their sustainability goals. We believe the development of new types of carbon credits is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include new types of carbon credits, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world. With our team of experts and commitment to innovation, we are well-positioned to be a leader in developing new types of carbon credits and providing our clients with effective and sustainable solutions. The emergence of new carbon markets In recent years, we saw the emergence of new carbon markets around the world, particularly in Asia. These new markets, such as the Chinese national carbon market and the Korean Emissions Trading Scheme, are in addition to existing markets, such as the EU Emissions Trading System and the California Cap-and-Trade Program. This trend is expected to continue in 2025 and beyond as more countries look to establish their own carbon markets to achieve their environmental goals. The growth of new carbon markets is a positive development for businesses committed to sustainability. It gives them a wider range of options to purchase carbon units and meet their emissions reduction targets. It also provides more opportunities for implementing innovative carbon offset projects, leading to greater reductions in carbon emissions and a cleaner planet for future generations. At DGB, we are closely monitoring the emergence of new carbon markets, and we are committed to providing our clients with access to high-quality carbon units from a range of global markets. Our team of experts constantly evaluates the latest developments in carbon markets and looks for new and innovative ways to help our clients achieve their sustainability goals. We believe the emergence of new carbon markets is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include carbon units from a wider range of markets, we are confident we can help our clients achieve their emissions reduction targets and contribute a more sustainable world. MARKETS & TRENDS 33 Carbon Border Adjustment Mechanisms Carbon Border Adjustment Mechanisms present a significant opportunity for DGB to expand its role in the global carbon credit market. Carbon Border Adjustment Mechanisms are designed to address the risk of carbon leakage where companies relocate production to countries with less stringent climate policies to avoid the costs associated with reducing emissions. By imposing a carbon price on imported goods based on the emissions generated during their production, Carbon Border Adjustment Mechanisms level the playing field for domestic industries and encourage global decarbonisation. As a leading carbon project developer and ecosystem restoration company, DGB can capitalise on the growing demand for carbon credits created by Carbon Border Adjustment Mechanisms. By offering high-quality, verifiable units to organisations seeking to compensate for their emissions, DGB can help companies comply with these new regulations and meet their decarbonisation goals. Integration with other ESG initiatives As companies continue to focus on sustainability and reducing their carbon footprint, carbon markets are increasingly integrated with other Environmental, Social, and Governance (ESG) initiatives. This trend is expected to continue in 2025 and beyond as more companies want to align their carbon reduction efforts with other sustainability goals. One example of this integration is using carbon units to compensate for emissions while investing in renewable energy and other sustainability projects. This allows companies to address their carbon footprint while also making broader contributions to the environment and society. At DGB, we recognise the importance of integrating carbon markets with other ESG initiatives and are committed to working with our clients to develop comprehensive sustainability strategies. Our team of experts has extensive experience in carbon markets and other sustainability initiatives and can provide our clients with guidance on the most effective ways to achieve their sustainability goals. We believe integrating carbon markets with other ESG initiatives is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include comprehensive sustainability solutions, we can help our clients achieve their emissions reduction and sustainability targets. MARKETS & TRENDS 34 Sustainability among young people The growing concern over climate change and sustainability led to heightened awareness and engagement among young people. This trend is expected to continue in 2025 and beyond as more young people become passionate advocates for sustainability. Young people increasingly demand that businesses take action on climate change and become more sustainable. They are also seeking out career opportunities that allow them to work towards a more sustainable future. This trend is driving greater attention to sustainability and putting pressure on businesses to take action. At DGB, we recognise the importance of engaging with young people and are committed to working with them to create a more sustainable future. We believe this trend is a positive development with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings and work with young people to develop comprehensive sustainability strategies, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world. Greentech & climatetech The focus on sustainability and reducing carbon emissions led to a surge in innovation and investment in greentech and climatetech. This trend is expected to continue in 2025 and beyond as more companies seek innovative solutions to address their carbon footprint. Greentech refers to technologies designed to reduce human activities’ impact on the environment. It includes renewable energy sources, energy efficiency solutions, and sustainable transportation, among others. Climatetech refers to technologies that address climate change and its impacts, such as carbon capture and storage, carbon offsetting, and climate modelling. At DGB, we are closely monitoring the development of new greentech and climatetech solutions and are committed to providing our clients with access to new, innovative technologies to help them achieve their sustainability goals. We believe this trend is a positive development with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include greentech and climatetech solutions, we can help our clients achieve their emissions reduction targets and contribute to a better world. With our team of experts and commitment to innovation, we are well-positioned to be a leader in this field and provide our clients with effective and sustainable solutions. MARKETS & TRENDS 35 Strong growth for high-quality carbon units There is a strong and sustained demand for high-quality carbon units in the rapidly evolving voluntary (verified) carbon market as more companies set net-zero targets and the focus on removal units intensifies. The increasing emphasis on high-quality units can be attributed to a number of factors, such as a growing awareness of the importance of carbon units in achieving net-zero targets and the need for reputable monitoring, reporting, and verification (MRV) frameworks to ensure that purchased units have a measurable and defensible impact. DGB recognises the need for further improvements in the quality and integrity of carbon units and associated assurance processes to maintain stakeholder confidence in their legitimacy as part of the decarbonisation toolkit. DGB's commitment to high-quality carbon unit projects is essential in supporting immediate beneficial action on ecosystem restoration and nature conservation. Internationally Transferred Mitigation Outcomes (ITMOs) Internationally Transferred Mitigation Outcomes (ITMOs) also provide potential growth opportunities for DGB. ITMOs are a mechanism under Article 6 of the Paris Agreement, which allows countries to cooperate to achieve their Nationally Determined Contributions (NDCs) through the international transfer of emissions reduction outcomes. By developing projects that generate ITMOs, DGB can support countries in meeting their NDCs while promoting sustainable development and fostering international cooperation. This further reinforces DGB's commitment to developing high-quality carbon credit projects and expands its presence in the global carbon market, driving long-term value for stakeholders and contributing to the worldwide effort. DGB actively collaborates with international governments to ensure that ITMOs will be integrated into all of its projects, thereby promoting global cooperation and reinforcing its commitment to fostering sustainable development and decarbonisation efforts. MARKETS & TRENDS 36 Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) is a pivotal initiative in the aviation industry to achieve carbon-neutral growth from 2020 onwards. This required substantial investment in carbon compensation. As per recent market trends, the carbon credit market is expected to witness substantial growth, reaching $2.68 trillion by 2028. This expected growth underscores the increasing importance of carbon units in carbon offsetting initiatives. DGB's commitment to high-quality carbon unit projects can play a crucial role in CORSIA's objectives. By strategically developing carbon offset initiatives, DGB can contribute to the industry's short and medium-term environmental and offsetting targets. By providing high- quality, verified carbon units, DGB can support clients in the aviation industry to meet carbon offsetting targets set by CORSIA. This aligns with CORSIA's aim to offset emissions that cannot be reduced through other measures, fostering environmental sustainability in international aviation. Keep up to date with market trends and empower your business for growth VISIT OUR NEWSROOM EXPLORE OUR BLOGS MARKETS & TRENDS 37 Risk factors ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP While DGB believes the risks described herein are the material risks concerning DGB´s business, they are not the only risks relevant to DGB. Other risks, facts, or circumstances not presently known to DGB or that DGB currently deems immaterial could individually or cumulatively prove to be significant and have a material adverse effect on DGB´s business, operations’ results, financial condition, and prospects. RISK FACTORS 39 Risk factors DGB recognises that risks are associated with achieving its strategy and business objectives. DGB aims to be risk aware without being unduly risk averse. DGB therefore actively manages its risks to protect and grow the company and adopts a uniform and systematic approach to managing risks. DGB established risk governance consistent with the size of the organisation and the company’s risk profile. DGB´s governance identifies, establishes, and reinforces the importance of oversight responsibilities for risk management. In compliance with principle 1.4 of the Dutch Corporate Governance Code, the Board of Directors updated the company-wide risk assessment in 2022. This section describes the principal risks that could potentially affect DGB, with further detail on financial risks provided in the financial statements. Carbon market Utilising the carbon credit markets as instruments to economise its nature-based solutions is key to DGB’s strategy. A collapse of these markets is thus seen as a risk. We believe the risk of a carbon credit market collapse is minimal, considering increasing regulations across a range of national and international bodies on measurement, reporting, and decreasing carbon footprints on consumer, organisational, and national levels. We also consider the events of a decreasing price realisation of carbon credits, but also witness the continuing upward trend of the price realisation in the market. The impact of negative changes to the market size could be significant for DGB sales not captured within long-term offtake agreements. Conversely, the impact of above expectation development of the market could also be significant for such sales, which is why DGB aims for a balanced mix of long-term binding agreements combined with market price following revenues. In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is high. Competition With the growing market, we observed an increase in participants in the carbon market offering a wide range of services. We are confident that being a project developer provides a competitive advantage over a large number of participants who cannot develop projects. However, the acceleration of competitiveness in the environment through new entrants or movements of existing market participants remains a real risk. With the market growth, we believe the decreasing project funding appetite risk to be relatively low as growing demand and price realisation increases provide healthy investment grounds for project funding. There is a risk that with increased market competitiveness, the competition for project funding will also increase. It is DGB’s funding strategy to continue to develop and maintain a diversified global network of project funders, as well as a combination of long-term and project-based funding partners. In 2023, this risk factor was low, in 2024, this remained low. DGB’s risk appetite for this risk is high. RISK FACTORS 40 Strategic and business risk DGB accepts strategic and business risk knowing that to achieve its strategic objectives, it will consume capital when investing in new assets, people, and processes. In pursuance of its strategic objectives, DGB values a solid financial and capital outlook. Verification The carbon credit markets and carbon credit market participants are subject to continuous validations, verifications, and investigations regarding their transparency, integrity, and operations. DGB supports the industry’s actions that will help further increase the transparency and integrity of the carbon credit markets and is firmly committed to transparently delivering high-quality and high- integrity credits. DGB also acknowledges that within the industry, differences in perspective exist on effectively reaching the objectives of nature preservation, nature protection, and habitat restoration. This could lead to reputational risks if projects and project methodologies, partners, and investors are not carefully reviewed as part of due diligence processes. Reputational risks can negatively affect the ability to attract and retain customers and investors. We believe the recent agreements by the COP26 and COP27 participants around setting up transparent international registries and oversight bodies will contribute strongly to the transparency of the carbon credit markets. In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is high. Regulatory framework During the recent meetings of COP26 and COP27, agreements have been made between the participants for the development of new international regulatory frameworks related to the registration and oversight of carbon credit markets. DGB firmly believes this will increase the transparency of the carbon credit markets and sees any delays or prolongations of negotiations as a risk to the overall market transparency. DGB perceives the risk of such prolongations as minimal to its ongoing operations or financials. A different risk which may materialise is the adherence to international regulatory frameworks being set up as a result of the agreements by the COP26 and COP27 participants. Our current insight is that the overseeing body to be set up intends to take corrective action against any non-compliance with the new international regulatory frameworks, thereby mitigating many measures otherwise needed to be taken by companies themselves. With the market demand growth, trending increases in price realisation of carbon credits, and new entrants to the industry and markets, DGB witnesses increased interest and participation from nation-states and their relevant governing bodies. We also witness states and their relevant bodies developing or updating regulatory frameworks to accommodate these relatively new markets and products. Given the long-term project operations of certain types of projects that DGB undertakes, such as reforestation projects, there is a risk of changing regulatory frameworks negatively impacting financials. A change in the local tax regime can also negatively impact margins. Measures to lower these risk levels are: clear agreements with landowners and local governmental bodies; performing a due diligence on existing regulatory frameworks; continued stakeholder engagement on developing and expected regulatory framework changes; and a diversified project portfolio—diversified geographically, by type, and project execution duration/cycle time. In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is medium. RISK FACTORS 41 Third-party risk Vendors and supply chain dependencies could negatively impact DGB’s operations and security of data, systems, and services. DGB has a low appetite for dependency on third parties in its critical processes. DGB strives to minimise outsourcing of activities directly related to its core processes or platform to avoid dependency on suppliers. DGB believes that not being limited by third-party software in its core operations is key to its ability to rapidly increase the number of transactions the platform can process. DGB established a Third Parties Policy, which defines a framework, including clear ownership, for assessing third-party risk. DGB monitors third- party risk continuously with the support of a dedicated third-party risk management tool. As part of its ongoing risk oversight, DGB periodically conducts reviews of its most important third parties to update risk profiles and ensure compliance with internal policy. These reviews are carried out across all in-scope vendors and result in actions such as reclassifications, updates to third-party risk profiles, or recommendations for off-boarding where vendors are no longer active. In 2023, this risk factor was medium, in 2024, this remained medium. DGB’s risk appetite for this risk is low. Reputational risk DGB has a low appetite for reputational risk and aims to avoid actions that trigger negative international media attention and/ or significant reputational damage. Any negative publicity about DGB, the quality and reliability of its products and services, changes to its products and services, its ability to effectively manage and resolve complaints, its privacy and security practices, litigation, regulatory activity, and the experience of merchants and shoppers with its products or services, could adversely affect its reputation and the confidence in and use of its products and services. Harm to DGB's brand can arise from many sources, including failure by DGB or its partners to satisfy expectations of service and quality, inadequate protection of sensitive information, compliance failures and claims, litigation and other claims, employee misconduct, rumours or false stories, and misconduct by its partners, service providers, or other counterparties. DGB wants to build an ethical and sustainable business and therefore actively mitigates risks that could negatively affect DGB’s reputation or brand. Failure to meet carbon-reduction policy goals, for example, could cause reputational damage, affecting the share price. DGB prides its commitment to goals that improve the business, social, and environmental footprint. In 2023, this risk factor was medium, in 2024, this remained medium. DGB’s risk appetite for this risk is low. Acquisitions The success of DGB is partly dependent on acquisitions and restructuring. DGB carries out acquisitions as part of its business strategy. DGB also considers making future acquisitions to expand, supplement, or diversify its activities. Such acquisitions may expose DGB to operational challenges and risks, including integration and collaboration challenges and the ability to profitably manage the acquired businesses and retain key personnel. If DGB fails to carry out acquisitions or to successfully integrate or operate the acquired company, this may negatively affect DGB. In 2023, this risk factor was medium, in 2024, this remained medium. DGB’s risk appetite for this risk is low. RISK FACTORS 42 Talent DGB continues to see a difficult market for finding and attracting talent, with strong competition for talented professionals at all levels of seniority. This is a continued risk for operations. At the same time, we also see a shift in employees’ drivers for changing employers, with a company’s mission and sustainability strategy being important drivers for a potential change of employer. We experience that within the current highly competitive arena for talent, we have a level of competitive advantage due to the nature of our business, especially with younger generations of professionals. In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this risk is low. Environmental Within our business of nature-based solutions, there is a permanent risk of environmental impacts such as fire, floods, disease, drought, geological/seismic/ atmospheric/volcanic activity. To mitigate these risks to acceptable levels, it is key to maintain a geographically diversified project portfolio combined with solid feasibility studies of new project developments, including local professional and communal expertise, maintaining a network of ecological experts, and deploying a spread among different project types. In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this risk is low. Geopolitical Within our global operations, there is a permanent risk of geopolitical activity that can negatively affect project operations. To mitigate these risks to acceptable levels, it is key to maintain a geographically diversified project portfolio combined with solid feasibility studies of new project developments and maintaining a continuous dialogue with geopolitical project stakeholders. The risk of sufficient availability of new project opportunities and project lands to develop is perceived to be low, as currently, we are experiencing a large supply of project opportunities available for development. In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this risk is medium. RISK FACTORS 43 Operational risk DGB recognises that operational risks are associated with achieving its business objectives. Operational risk concerns the risk of losses resulting from inadequate or failed internal processes, people, and systems or external events, including legal risk. DGB has a moderate appetite for operational losses. During 2024, DGB remained well within its risk limits set as a reflection of its risk appetite for operational risks. Project financing DGB´s projects are financed with external capital. It is a financial risk for DGB that a project sourced and prepared by DGB´s team cannot be executed because of a lack of working capital. It is key for DGB´s operations to secure project financing timely and against favourable conditions. When project financing is provided and projects start, there is also the risk of repayment of the project financing. In project financing, the primary, and typically sole, source of income for debt repayment is the revenue generated by the project. The result is that, until the project is constructed and at least partly operational, the project company will likely not be able to repay the lenders. Ensuring the proper and timely construction of the project is therefore a fundamental consideration for all parties. In 2023, this risk factor was medium, in 2024, this lowered to low. DGB’s risk appetite for this risk is low. FX rate The FX risk is perceived to be medium as most generated credits are sold in EUR or USD, where any fluctuation in the EUR-USD exchange will have an impact. Risk is minimised by adding the produced credits to the balance sheets in EUR, without a currency conversion from the local project development nation’s currency to EUR. All major procurement contracts for project operations are currently in EUR. In 2023, this risk factor was medium, in 2024, this lowered to low. DGB’s risk appetite for this risk is low. Service provider risks DGB operates in a new industry in developing countries and has a complex organisational structure. Due to this nature, it is a risk for the company to establish and maintain relationships with professional financial service providers, such as banks, accountants, investment brokers, and other third parties. In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this risk is low. RISK FACTORS 44 Financial risk Financial risks relate to the failure to generate revenue due to the entry of new competitors together with the introduction of new products, brands, and sales models. The positioning, product range, pricing, and service level of various retail brands in their markets are continually refined based on frequent, extensive, and thorough customer research, market information, and competition analysis. Non-executive board members Both the Corporate Governance Code and practicality support the proposition that the Board of Directors should include non-executive directors who cannot and should not be involved in actual day- to-day risk management. Instead, the non-executive directors should satisfy themselves through their risk oversight role that the risk management policies and procedures designed and implemented by the senior executives are consistent with the company’s strategy and risk appetite. DGB has taken the necessary steps to foster an enterprise-wide culture that supports appropriate risk awareness, behaviours, and judgments about risk. We recognise, appropriately escalate, and address risk-taking beyond the company’s determined risk appetite. Nevertheless, the Board of Directors does not currently have any non-executive board members and therefore lacks the desired supervisory function in its senior management. In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is medium. External auditor To comply with Euronext Amsterdam's Rule 61003/2, which mandates the engagement of a European Public Interest Entity (PIE) audit firm for the auditing of annual reports, DGB appointed GCP Auditors LTD (GCP), a registered PIE audit firm. This appointment secures DGB’s compliance with the rule published on 13 April 2021, which stipulates that companies without a PIE auditor risk delisting. The audit of DGB’s financial statements for the fiscal year 2024 was conducted by GCP, and their involvement supports DGB’s continued listing on Euronext Amsterdam. While this appointment is a significant milestone, it is important to note that the number of certified PIE audit firms remains limited, particularly in the Netherlands. As such, the availability of qualified audit firms continues to pose a structural challenge to smaller listed entities, including DGB. In parallel, compliance with laws and regulations is continuously monitored. DGB performs proactive internal compliance checks with strong involvement from its legal department and external advisers. Business processes are designed to fully support a transparent and auditable control environment In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this risk is low. RISK FACTORS 45 Governance risk DGB accepts strategic and business risk knowing that to achieve its strategic objectives, it will consume capital when investing in new assets, people, and processes. In pursuance of its strategic objectives, DGB values a solid financial and capital outlook. Corporate governance ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP CORPORATE GOVERNANCE 47 Corporate governance A solid, transparent, and seamless corporate governance structure is key to DGB. DGB is a public limited liability company incorporated under Dutch law and listed on Euronext Amsterdam in the Netherlands. The corporate governance structure is based on the articles of association, the Dutch Civil Code requirements, the revised 2016 Dutch Corporate Governance Code (the Code), applicable securities laws, and the rules and regulations of Euronext Amsterdam. The Company monitors and assesses the corporate governance structure to ensure compliance with the Code, applicable laws and regulations, and relevant developments. If a substantial change to the corporate governance structure occurs that affects compliance with the Code, shareholders will be informed at a General Meeting. Board structure The Company has a one-tier board structure consisting of executive directors and non-executive directors, each of which has specific responsibilities and is accountable to the General Meeting for the performance of their duties. The Board of Directors is collectively responsible for the overall management, including developing and executing DGB’s strategy and risk management policy and setting and achieving DGB’s objectives. The non-executive directors oversee and advise the executive directors and can give guidance to their general development. Each director is accountable to the General Meeting for performing their duties. Each Director has duties related to their specific area of responsibility and expertise. In performing their duties, the directors must be guided by the best interests of DGB and its business, considering the interest of its stakeholders. These interests are driven by DGB’s focus on long-term value creation and the implementation thereof in DGB’s strategy and culture. The Board By-Laws sets out rules regarding the composition, responsibilities, and objectives of the Board of Directors. The board also has due regard for corporate social responsibility issues relevant to DGB. Nomination and Remuneration Committee The Board of Directors assigned certain tasks to the Nomination and Remuneration Committee. This Committee drafts proposals for DGB’s remuneration policy and proposes the remuneration of the individual directors. It analyses developments of the Code and other applicable laws and regulations and prepares proposals for the Board of Directors on these subjects. It further advises the Board of Directors on its duties regarding selecting and appointing directors. The Committee is also responsible for annual assessments of the individual directors. Where necessary, the Nomination and Remuneration Committee prepares proposals for (re)appointments and drafts the selection criteria for directors' (re)appointment. Audit committee The Board of Directors assigned certain tasks to the Audit Committee. This Committee supervises the provision of the company’s financial information. The Committee issues preliminary advice to the Board of Directors regarding the approval of DGB’s interim and annual accounts. It also advises the Board of Directors on the nomination of the external auditor, which is appointed at the General Meeting. The Committee plans to be in regular contact with the internal audit function and the external auditor and monitors the auditor’s independence. In addition to advising the Management Board on tax and finance matters, it is also responsible for supervising compliance with relevant legislation and regulations. CORPORATE GOVERNANCE 48 Board committees According to the Code principle 1.3, DGB appointed an internal audit function to assess the design and operation of the internal risk management and control systems. In anticipation and preparation for new non-executive board members, the Board of Directors appointed two permanent committees: a Nomination and Remuneration Committee and an Audit Committee (the Committees). Each of these Committees has a preparatory and/or advisory role to the Board of Directors. The Committees report their findings to the Board of Directors, which is ultimately responsible for all decision making. Terms of Reference apply for each Committee, found at www.green.earth/corporate-governance 1.1.2: The Board of Directors was not able to engage with the supervisory board early on in formulating the strategy for realising long-term value creation, as there were no non-executive board members in 2023. 1.1.3: The Board of Directors was not able to discuss the strategy, the implementation of the strategy, and the principal risks associated with it with the supervisory board, as there were no non- executive board members in 2023. 1.4.1: The Board of Directors did not render an account of the effectiveness of the design and operation of the internal risk management and control systems referred to in best practice provisions 1.2.1 to 1.2.3, as there were no non-executive board members in 2023. 1.5, 1.5.2 and 1.5.4: As there were no non-executive board members and no external auditor appointed for 2022, there were no meetings described in these principles. 1.6.1 t/m 1.6.4 and 1.7.1 t/m 1.7.6: No external auditor was appointed for 2023. 2.1.1 t/m 2.1.10, 2.2.1 t/m 2.2.8, 2.3.4 t/m 2.3.11 and 2.6.4: There were no non-executive board members in 2023. 3.1.1 t/m 3.1.3, 3.2.1 t/m 3.2.3 and 3.3.1 t/m 3.3.3: There were no non-executive board members in 2023 to propose a remuneration policy with the management board remuneration and its appropriate remuneration at the general meeting. 4.1.1: There were no non-executive board members in 2023 to supervise relations with shareholders. 4.1.9: There was no external auditor appointed in 2023 to be questioned by the general meeting concerning his report on the fairness of the financial statements. 5.1.1 t/m 5.1.5: The composition and functioning of the management board were not composed of both executive and non-executive directors so that the supervision by non-executive directors is properly carried out and independent supervision could be assured, as there were no non- executive board members in 2023. CORPORATE GOVERNANCE 49 Compliance with the Dutch Corporate Governance Code DGB acknowledges the importance of good corporate governance. The Group agrees with the general approach and the majority of the provisions of the Code. In 2024, there were no non-executive board members. GCP Auditors LTD, a registered Public Interest Entity (PIE) audit firm, was appointed as an external auditor for the 2024 annual report. As such, DGB fully complies with the Code with the exception of: Remuneration report ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP REMUNERATION REPORT 51 Remuneration report This report provides an overview of the Remuneration Policy approved at the Annual General Meeting of DGB in 2024 (Remuneration Policy). It explains how this policy has been implemented over the past financial year. This Remuneration Report is intended to reflect the reporting requirements stated in article 2:135b of the Dutch Civil Code (DCC), which came into effect on 1 December 2019. It implements the EU Shareholder Rights Directive II (SRD II), which took effect on 3 April 2017. One of the key objectives of SRD II is to provide greater transparency for company stakeholders, which DGB fully supports and strives to achieve. Key considerations DGB is rapidly growing and transforming. The resilience and strategic agility demonstrated by the Board of Directors and executive leadership team have been instrumental in steering DGB through past challenges, including the successful navigation through delisting challenges and guiding the company from 2020 to its current strong position. DGB's remarkable growth trajectory underscores the effectiveness of our leadership in identifying and seizing opportunities for expansion and innovation. The Remuneration Committee has adapted its approach to designing pay programmes and making compensation decisions to reflect the evolving landscape of our business and the exceptional dedication and hard work of our leadership team. The Remuneration Committee recognises the importance of aligning compensation with the company's ambitious goals and the key role played by our leaders in achieving these objectives. As such, DGB’s remuneration framework is designed to reward the successful implementation of strategies that drive sustainable growth, enhance shareholder value, and solidify DGB's position as a leader in the carbon project development and ecosystem restoration sectors. The Board of Directors' ability to successfully navigate through the challenges posed by the delisting process and other significant hurdles since 2020 is a testament to their resilience, foresight, and unwavering commitment to the company's long-term success. In recognition of these accomplishments, the Remuneration Committee believes it is crucial to structure compensation to reflect the complexity and significance of these achievements. This includes acknowledging the strategic decisions and actions taken to safeguard the company's future during uncertain times. Consistent with our commitment to aligning pay with performance, a significant portion of the remuneration package for the Board of Directors remains variable, based on both short-term and long-term performance metrics. This approach ensures that there is a direct correlation between the compensation of our leadership and the success of DGB, incentivising the continued pursuit of excellence and strategic objectives that benefit all stakeholders. REMUNERATION REPORT 52 Primary remuneration elements for 2024 The Remuneration Policy is designed to attract, motivate, and retain skilled members of the Board of Directors, ensuring that DGB has the leadership necessary to navigate through its dynamic growth phase and achieve its strategic and operational goals. In alignment with this objective, the Remuneration Policy offers a balanced and competitive compensation package to the members of the Board of Directors, reflecting the complexity and importance of their role in driving the company's success. The Nomination and Remuneration Committee, responsible for overseeing the Remuneration Policy, remuneration plans, and practices, plays a pivotal role in evaluating and recommending adjustments to ensure the policy remains competitive and aligned with the company's objectives. While ideally comprising a majority of non-executive directors to ensure impartiality and balance, the Committee currently includes members of the Board of Directors itself due to transitional arrangements. The comprehensive review of the Remuneration Policy took into account a broad range of factors, including the future strategic opportunities and challenges anticipated for DGB, the evolving corporate governance landscape, feedback from our employees, and insights from shareholders and advisory bodies. This holistic approach ensures that the Remuneration Policy not only meets current needs but is also adaptable to future developments. The DGB Share Option Scheme 2021 is in place and used as a significant part of the remuneration packages, affecting both short-term and long-term incentives. The Scheme is designed to align the interests of the Board of Directors more closely with those of shareholders and to incentivise the achievement of key strategic and financial milestones, thereby fostering a culture of ownership and long- term value creation for all stakeholders involved. Scope The Remuneration Policy of DGB is simple and transparent, supports the interests and sustainability of DGB in the medium and long term, and encourages a ‘pay for performance culture’. The Nomination and Remuneration Committee may only deviate from the Remuneration Policy in exceptional circumstances. Objectives The objective of DGB’s Remuneration Policy is to attract, motivate, and retain qualified individuals needed to achieve its strategic and operational objectives. The Committee took the following areas into account in establishing the Remuneration Policy: • International and Dutch competitive market trends; • The relevant provisions of statutory requirements; • Being mindful of corporate governance best practices as expressed by institutional investors and the interests of DGB’s shareholders; • Trends in sustainability; • The social context around remuneration; • The views of the board, senior leadership, and employees; and The views and interests of our stakeholders. Salary, benefits, and pensionent Salary is fixed cash compensation that enables the recruitment and retention of individuals required to drive business performance and execute DGB’s strategy. Salaries are set in line with individual performance and contribution to company goals with reference to external market data. There is no defined maximum salary or level of benefits. The Nomination and Remuneration Committee’s usual approach to salary increases is to consider the range awarded to other employees. However, any increases will be subject to strong individual performance. Performance measures Key elements of our ‘pay for performance’ culture are linked to pre-determined measurable targets set and assessed by the Nomination and Remuneration Committee. Our performance measures evolve over time but always support DGB’s long-term interests by ensuring we reward individuals appropriately for driving the strategic agenda and supporting environmentally sound solutions. Targets are developed around a mix of financial and non-financial measures. The nonfinancial measures are predominantly strategic goals focusing on the long-term and DGB's sustainability. Each year these targets are based on specific projects and priorities for the forthcoming year. At the beginning of each year, the Committee establishes performance measures and targets based on DGB’s business priorities. These are reviewed after the end of the year, and the Committee approves awards based on the performance achieved. The Committee applies judgement where necessary to ensure approved pay-out levels reflect actual, overall company performance. The Remuneration Policy includes a target annual bonus opportunity of 100% of the gross annual base salary for the CEO and 50% of the gross annual base salary for the other executive directors. The maximum opportunity will be 200% of the target. Performance is assessed over a financial year based on a mixture of corporate, financial, operational, strategic, and personal objectives. Measures will normally be weighted 60% financial and 40% non-financial. The Committee can determine a different ratio between financial and non-financial measures. The non-financial measures vary from year to year but generally relate to health, safety, and environment (HSE), strategy, finances, and people. Payment under the bonus arrangement may be reduced by up to 20% if HSE performance is judged unsatisfactory by the Committee, taking into account feedback from the HSE Committee. REMUNERATION REPORT 53 Summary of Board of Directors' remuneration During 2023, the Board of Directors was composed of Mr Selwyn Duijvestijn, CEO. Remuneration policy On the right-hand side, you will find a detailed overview outlining the remuneration packages for the board members. This includes comprehensive information regarding the compensation package, including fixed annual salary, short-term and long-term incentives, and the mechanisms for awarding these incentives through the DGB Share Option Scheme 2021. The DGB Share Option Scheme 2021 aims to incentivise the creation of shareholder value above what comparable organisations achieve. The scheme is designed to encourage the creation of shareholder value beyond that of comparable organizations by granting executive directors options that vest based on the achievement of predefined performance targets, evaluated by the Nomination and Remuneration Committee. It includes provisions for performance target adjustments to ensure they remain challenging, and outlines shareholding requirements for executive directors to align their interests with the long-term success of the organization and its shareholders. Executive directors are expected to build up share ownership over five years (the later of the date of implementation of the share ownership guidelines or appointment) and maintain holdings of at least 300% of the base salary for the CEO and 150% of the base salary for the other executive directors until this time requirement has been met. The table below provides an overview of the current Remuneration Policy. Role Chief Executive Officer (CEO) Chief Revenue Officer (CFO) Chief Financial Officer (CFO) Chief Operation Officer (CFO) Chief Expansion Officer (CXO) Annual salary (full-time gross) €240,000 €120,000 €180,000 €180,000 €120,000 2024 Target STI opportunity 100% of salary 300% of salary 100% of salary 100% of salary 300% of salary 2024 Target LTI award 500% of salary 200% of salary 200% of salary 200% of salary 200% of salary The table below provides a summary of Non-executive board members. Role Chief Executive Officer (S.A.M. Duijvestijn) 2024 Annual xed salary €90,000 2024 Target STI opportunity 0% of salary 2024 Target LTI award 0% of salary Peer group In principle, the remuneration level is validated by a benchmark comparison once every three years, and reviewed annually. This helps to determine the overall competitiveness of the Board of Directors’ remuneration. The benchmark comparison of DGB´s remuneration is that of a peer group of other Dutch small-cap companies. REMUNERATION REPORT 54 REMUNERATION REPORT 55 Outlook for 2025 The compensation for members of the Board of Directors at DGB has been carefully evaluated in light of the prevailing market conditions and in parallel with adjustments made for other employees. Reflecting on DGB's remarkable performance in 2024, which includes significant growth in forward sales, revenue, and project portfolio expansion, along with establishing key strategic partnerships and gaining industry recognition, an adjustment to the board's compensation is anticipated. This increase in remuneration is a testament to the directors' pivotal contribution to DGB's success and their unwavering dedication to guiding the company towards a sustainable and thriving future. The enhancement of the Board of Directors' compensation package is strategic and aimed at attracting and retaining elite talent within the highly competitive carbon market industry. By offering remuneration packages that stand out, DGB ensures its leadership comprises individuals with the requisite qualifications and experience to adeptly steer through the challenges and seize the opportunities that emerge within the fast-paced carbon markets. This approach is crucial for DGB's sustained leadership as a premier carbon project developer and ecosystem restoration entity. Moreover, emphasising the importance of aligning the Board of Directors' interests with those of the company and its shareholders, DGB has implemented measures to encourage board members to become shareholders themselves. This initiative is designed to deepen their commitment to the company's long-term success and ensure that their decision-making is closely aligned with the interests of all stakeholders. Having the Board of Directors hold a stake in DGB not only enhances their investment in the company's future but also reinforces their dedication to driving shareholder value and achieving strategic objectives. This alignment is fundamental to fostering a culture of ownership and accountability, which is pivotal in steering DGB towards achieving its ambitious goals in the carbon market and beyond. Compliance ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP COMPLIANCE 57 of a single executive member. While this structure has been disclosed transparently and managed in line with Dutch corporate governance principles, the concentration of executive authority in a sole director presents inherent governance risks, particularly regarding oversight and independent challenge. To mitigate these risks, the Company has adopted and implemented a comprehensive set of corporate governance policies as approved at the Annual General Meeting on 6 July 2023, including the establishment of three formal board committees: Audit, HSE, and Nomination & Remuneration. In addition, DGB operates a performance-based remuneration structure. While no long-term incentive (LTI) plans were in place during the reporting year, a previously agreed LTI plan (2021–2024) was settled in March 2025, following the achievement of all performance milestones. The award, amounting to €2.5 million in equity, was granted to the CEO and settled entirely using treasury shares to avoid dilution. Although aligned with long-term value creation objectives, such arrangements may be perceived as sensitive in the context of a sole-director structure and are therefore disclosed in full to ensure transparency. The Company has since confirmed its intention to implement a broader and more diversified board structure in H2 2025, including the appointment of two non-executive directors to reinforce oversight and safeguard stakeholder interests. The Board recognises these governance elements as transitional risks associated with the Company’s scale-up phase and continues to prioritise strong internal controls, shareholder engagement, and regulatory compliance as it moves toward a more balanced board composition and institutional maturity. Subsequent events • The Board also acknowledges the significance of the events that occurred after the balance sheet date: • The full listing of all DGB shares on Euronext Amsterdam on 10 March 2025 enhances transparency and market accessibility; • The private placement completed on 19 March 2025 strengthens the Group’s capital base; • The settlement of the CEO’s long-term incentive plan using treasury shares ensures alignment with performance and shareholder value while avoiding dilution; • The formal appointment of GCP as PIE auditor underscores our compliance with capital markets regulation; • The announced rebranding to Green Earth Group signals a strategic evolution, reinforcing DGB’s broader environmental and sustainability mission. Confirmation • In accordance with Article 5:25c of the Financial Supervision Act, the Board declares that, to the best of its knowledge: • The financial statements for 2024 give a true and fair view of the assets, liabilities, financial position and result of DGB Group N.V.; and • This Annual Report provides a true and fair view of the situation as of 31 December 2024 and the developments and results of the Company and its subsidiaries during the 2024 financial year, including a description of the key risks facing the Group. The Board of Directors of DGB Group N.V. is responsible for establishing and maintaining a sound system of risk management and internal control. This system is designed to ensure the integrity and reliability of financial and non-financial reporting, effective operational oversight, and full compliance with applicable laws and regulations. It is also instrumental in supporting strategic decision-making and safeguarding stakeholder interests. During the reporting period, the Board operated with a single statutory director. While this governance structure is legally permissible, the Company acknowledges that it does not fully reflect the best practice provisions of the Dutch Corporate Governance Code, particularly in relation to independent oversight. The Company has historically faced challenges in expanding its Board structure in the absence of audited financial statements, which are often a prerequisite for attracting qualified independent directors. With this hurdle now overcome through the successful completion of the 2024 external audit, and as noted in the subsequent events section, the Company is actively proceeding with the implementation of an expanded board structure (including the appointment of independent non-executive directors ) expected to be completed in the second half of 2025. Internal control over financial reporting forms an essential part of DGB's overall control environment. It aims to provide reasonable assurance regarding the accuracy of our external financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the relevant provisions of Dutch law (including Article 2:362 sub 8 of the Dutch Civil Code). Key components of this internal control framework include: • Maintaining accurate and detailed records of all transactions; • Ensuring transactions are authorised and properly recorded for reliable reporting; • Identifying and managing risks that could affect financial reporting and operational performance. These systems are designed to reduce, but not eliminate, the risk of material misstatements or breaches. Therefore, absolute assurance cannot be given. Moreover, any system of control is subject to inherent limitations due to changes in internal or external circumstances. As part of its annual cycle, the Board conducted a comprehensive risk assessment and reviewed the principal risks as disclosed in the section 'Risk Factors' of this report. The Board confirms that, to the best of its knowledge and in line with best practice provision 1.4.3 of the Dutch Corporate Governance Code: • This Annual Report provides adequate insight into the effectiveness of the Company’s risk management and internal control systems; • These systems provide reasonable assurance that the 2024 financial reporting does not contain material misstatements; • Based on the current situation, it is justified to prepare the financial statements on a going-concern basis; • This Annual Report appropriately outlines the material risks and uncertainties relevant to DGB’s operations and continuity over the twelve months following the date of this report. Governance and Remuneration Risk Disclosure During the reporting period and up to the date of this report, the Board of Directors of DGB Group N.V. consisted Statement by the Board of Directors The Board of Directors, DGB Group N.V. Hardenberg, the Netherlands, 30 May, 2025, S A M Duijvestijn, CEO Project pipeline ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP PROJECT PIPELINE 59 Project pipeline Recent project validations In Q2, DGB secured its first validation for the Hongera Energy Efficient Cookstoves Project in Kenya under the Gold Standard. Following this milestone, DGB achieved Verified Carbon Standard (VCS) validation for the Hongera Reforestation Project in Kenya and the Greenzone Reforestation Project in Cameroon. With these validations, DGB has successfully met its target of validating at least three of its proprietary projects by the end of 2024. New Projects Feasibility Study Project Design Project Validation Project Implementation Periodic Verification Project Completed 41 years of project lifetime duration 6.7 million trees being planted 10,800 hectares of degraded land being restored 5.1 million tonnes of verified CO₂ units during project lifetime 11,000 farmers and their families positively impacted Disclaimer: These are expected figures that are subject to change. PHASE: PROJECT IMPLEMENTATION PROJECT ID: VERRA ID3321 FIND OUT MORE ABOUT THE PROJECT PROJECT PIPELINE 60 Hongera Reforestation Project The Hongera Reforestation Project is a large-scale nature-based solutions project in Kenya that aims to restore previously-forested areas that have been affected by human activities. This project involves replanting trees in areas affected by (illegal) logging, agricultural clearance, development, construction, and firewood collection. The project is designed to restore nature, protect biodiversity, increase water security, and provide a better quality of life for local communities. The project involves working with local communities, such as smallholder farmers, who are largely reliant on the land for their income and are now facing reduced yields, an increasingly unstable climate, and reductions in food and water security. The project provides jobs and investment to alleviate poverty in these communities. The trees planted will include a mix of fruit trees, indigenous trees, and shade trees, chosen for their ability to thrive in the local environment and provide benefits to the local communities. PROJECT PIPELINE 61 Hongera Reforestation Project The Hongera Reforestation Project is recognised on a cost basis only, following the Company’s change in accounting estimate effective 1 January 2024. This approach, applied consistently across our project portfolio, reflects a conservative alignment with IFRS requirements and best practices in carbon project development. It ensures that only actual, realised outcomes—such as verified carbon credit issuances or contracted sales—are recognised in our financial accounts. While this may temporarily understate the apparent value of the project, it does not reflect a change in the underlying fundamentals or long-term cash flow potential. Hongera Reforestation Project is a key pillar of DGB Group’s nature-based impact strategy. Developed in collaboration with AIAT as the in-country project implementer, the initiative aims to plant approximately 6.7 million trees across the Mount Kenya and Aberdare regions and is expected to generate around 5.1 million high-integrity nature- based removal carbon credits over its planned 41-year project duration. The project has achieved important developmental milestones and continues to advance through its validation and verification phases. With rising global demand for verified carbon removals, Hongera Reforestation Project is well positioned to deliver substantial environmental and financial value. Our adoption of cost-based accounting from 2024 onward is not a reflection of reduced expectations, but rather of our commitment to transparency, compliance, and long-term investor confidence. We remain confident in the strong economic value embedded in the Hongera Reforestation Project and expect to realise this value progressively as credits are verified, issued, and monetised. Prior to the change in accounting policy, the Hongera Reforestation Project was valued at approximately EUR 5.566 million in the 2024 semi-annual report, based on projected revenues from future carbon credit issuances and prevailing market conditions. Since then, the project has continued to advance operationally. While we now report on a cost basis from the 2024 year-end onward, this accounting change does not affect the project’s underlying value or the strong future cash flow potential associated with verified credit issuances. PROJECT PIPELINE 62 FIND OUT MORE ABOUT THE PROJECT Greenzone Reforestation Project The Greenzone Reforestation Project is a large-scale nature-based solutions initiative in Cameroon aimed at restoring nature, creating forests, and promoting sustainable development. The Congo Basin region in Cameroon loses thousands of hectares of forest each year due to deforestation caused by commercial logging and firewood collection activities. With the growing population, the pressure on natural resources continues to increase. This project aims to address these challenges by planting millions of trees, protecting biodiversity, enhancing water security, and providing a better quality of life for local communities. These trees will include shade trees, nut trees, and indigenous fruit trees that will be planted on community-owned land, thereby creating a buffer zone for biodiversity. The project aims to sequester carbon from the atmosphere by fixing carbon dioxide in the soil, roots, trunk, and leaves of the trees. It is the largest carbon project registered in the country and hosts the second largest nursery. 41 years of project lifetime duration 9.1 million trees being planted 20,500 hectares of degraded land being restored 7.8 million tonnes of verified CO₂ units during project lifetime 2,000 farmers and their families positively impacted Disclaimer: These are expected figures that are subject to change. PHASE: PROJECT IMPLEMENTATION PROJECT ID: VERRA ID4176 PROJECT PIPELINE 63 Greenzone Reforestation Project As disclosed in this annual report, the Greenzone Reforestation Project (Afforestation, Reforestation, and Restoration) Project is recognised on a cost basis only, following the Company’s change in accounting estimate effective 1 January 2024. This approach, applied consistently across our project portfolio, reflects a conservative alignment with IFRS requirements and best practices in carbon project development. It ensures that only actual, realised outcomes, such as verified carbon credit issuances or contracted sales, are recognised in our financial accounts. While this may temporarily understate the apparent value of the project, it does not reflect a change in the underlying fundamentals or long-term cash flow potential. The Greenzone Reforestation Project remains a cornerstone of DGB Group’s impact strategy, covering over 9 million trees planted in the Congo Basin and designed to generate an estimated 7.8 million high-integrity nature-based removal carbon credits over its 41-year project life. The project has been independently validated and is progressing through key milestones toward carbon issuance. Market-based valuations for similar large-scale nature-based projects continue to show multi-million euro ranges, driven by growing demand for verified carbon removal credits from both compliance and voluntary buyers. Our decision to move to cost-based accounting from 2024 onwards is not a reflection of reduced expectations, but rather of our commitment to transparency, compliance, and long-term investor trust. We remain confident in the substantial economic value embedded in the Cameroon project and expect to unlock this value progressively as carbon credits are verified, issued, and monetised. Prior to the change in accounting policy, the Greenzone Reforestation Project was valued at approximately EUR 5.816 million in the 2024 semi-annual report, based on projected revenues from future carbon credit issuances and prevailing market conditions. Since then, the project has continued to advance operationally. While we now report on a cost basis from the 2024 year-end onward, this accounting change does not affect the project’s underlying value or the strong future cash flow potential associated with verified credit issuances. Disclaimer: These are expected figures that are subject to change. 41 years of project lifetime duration 31.5 million trees and bushes being planted 22,700 hectares of degraded land being restored 10.1 million tonnes of verified CO₂ units during project lifetime 12,000 farmers positively impacted PHASE: PROJECT IMPLEMENTATION PROJECT ID: GOLD STANDARD ID GS12226 PROJECT PIPELINE 64 Bulindi Agroforestry and Chimpanzee Conservation Project Cameroon The Bulindi Agroforestry and Chimpanzee Conservation Project is an afforestation project in western Uganda that aims to protect the remaining habitat of the Bulindi chimpanzees and support local village households. The project was established by our local NGO partner, BCCP (the Bulindi Chimpanzee and Community Project), in 2015, in response to the urgent conservation situation in the Hoima and Masindi districts, where over 300 wild chimpanzees survive in shrinking fragments of forest on agricultural land. This area is important for conservation as it is a corridor linking major chimpanzee populations in two large protected areas, the Budongo and Bugoma forests, each home to more than 500 chimpanzees. The project's approach is to work with local communities and households to find sustainable solutions that will benefit both the chimpanzees and the people in the area. The project supports local households by providing them with energy-saving stoves and seedlings for woodlots which reduce pressure on remaining natural forests. Forest enrichment planting aims to replenish the forest with natural foods for chimpanzees to reduce future human–chimpanzee conflict (by reducing crop ‘raiding’ by the great apes). The project also provides households with training in conservation farming, new income sources, building, the use of more fuel-efficient stoves, water quality, the benefits of trees, erosion control, and leadership skills. The project aims to find a workable template to help conserve the wider population of ‘corridor chimpanzees’ in unprotected forests regionally, which are equally threatened by human activities. FIND OUT MORE ABOUT THE PROJECT PROJECT PIPELINE 65 As disclosed in this annual report, the Bulindi Agroforestry and Chimpanzee Conservation Project (Afforestation, Reforestation, and Restoration) Project is recognised on a cost basis only, following the Company’s change in accounting estimate effective 1 January 2024. This approach has been applied consistently across all project assets and reflects a conservative interpretation of IFRS requirements and recognised best practices in carbon project accounting. Under this methodology, only realised outcomes—such as verified carbon credit issuances or executed sales agreements—are recorded in our financial statements. While this may temporarily reduce the reported value of the project, it does not represent a change in its underlying fundamentals or future revenue potential. The Bulindi Agroforestry and Chimpanzee Conservation Project is one of the largest initiatives in DGB Group’s nature restoration portfolio. Developed in partnership with BCCP (Bulindi Chimpanzee & Community Project) as the local implementing partner, the project is focused on the reforestation and long-term conservation of the Bulindi region. Over its planned 41-year life, the initiative is expected to generate approximately 10.1 million high-quality nature-based carbon removal credits. The project has received strong community engagement, independent validation, and continues to move through verification milestones. As global demand for large- scale carbon removal solutions increases, the Bulindi Agroforestry and Chimpanzee Conservation Project is expected to deliver significant long-term value—both environmentally and economically. Our shift to cost-based accounting from 2024 onwards reflects DGB Group’s commitment to regulatory compliance, financial integrity, and long-term investor trust. We continue to believe in the strong future cash flow potential of the Bulindi Agroforestry and Chimpanzee Conservation Project and expect to realise this value over time as credits are verified and monetised. Bulindi Agroforestry and Chimpanzee Conservation Project Hongera Energy Efficient Cookstoves Project The Hongera Energy Efficient Cookstoves Project manufactures and distributes energy-efficient cookstoves to local communities in multiple sites across Mt Kenya and the Aberdare areas. The project aims to reduce deforestation and indoor air pollution by providing a more efficient cooking method that reduces the amount of firewood needed and thus reduces pressure on local forests. The stoves are locally-made, ensuring that they are suitable for the needs of local communities. The project also has a positive impact on the local community. Using energy-efficient cookstoves improves indoor air quality, which helps reduce the risk of respiratory diseases and other health problems. It also saves time and money for local communities, as they no longer have to spend as much time and resources gathering firewood. The project further has a positive impact on the environment by reducing deforestation and preserving local ecosystems. Reducing firewood use can effectively reduce deforestation, allowing afforestation or conservation projects to be more effective. 7 years of project lifetime duration 150,000 cookstoves being manufactured and distributed 2.5 million tonnes of verified CO₂ units during project lifetime 150,000 households and their families positively impacted PHASE: PERIODIC VERIFICATION PROJECT ID: GOLD STANDARD ID GS12033 PROJECT PIPELINE 66 FIND OUT MORE ABOUT THE PROJECT PROJECT PIPELINE 67 As disclosed in this annual report, the Hongera Energy Efficient Cookstoves Project is recognised on a cost basis only, following the Company’s change in accounting estimate effective 1 January 2024. This updated approach, applied uniformly across our project portfolio, reflects a conservative alignment with IFRS accounting standards and established practices within the carbon project development sector. Under this framework, only realised outcomes—such as verified carbon credit issuances or binding purchase agreements—are recognised in our financial reporting. While this may result in a temporarily reduced book value, it does not impact the underlying fundamentals or the expected long-term economic contribution of the project. The Hongera Energy Efficient Cookstoves Project is a central component of DGB Group’s portfolio. Developed in collaboration with AIAT as the local implementing partner, the project aims to produce and distribute high-efficiency cookstoves across rural communities in the Mount Kenya and Aberdare regions. By reducing deforestation, improving indoor air quality, and cutting household emissions, the project contributes to both environmental and social impact. Over its planned 7-year project life, it is expected to generate approximately 2.5 million nature-based carbon removal credits. The project has been successfully launched, with thousands of cookstoves already distributed, and continues to advance through its verification and credit issuance phases. The transition to cost-based accounting from 2024 onwards is part of our broader commitment to transparency, regulatory compliance, and investor confidence. We remain confident in the strong future value of the Kenya Cookstoves Project as it scales and generates verifiable emissions reductions. Prior to the change in accounting policy, the Hongera Energy Efficient Cookstoves Project was valued at approximately EUR 5.540 million in the 2024 semi-annual report, based on projected revenues from future carbon credit issuances and prevailing market assumptions. Since then, the project has continued to progress on the ground. While now reported on a cost basis, this accounting change does not affect the project’s underlying value or its strong future cash flow potential. Hongera Energy Efficient Cookstoves Project 7 years of project lifetime duration 150,000 cookstoves to be manufactured and distributed 2.4 million tonnes of Verified CO2 Emission Reductions during project lifetime 150,000 households and their families positively impacted PHASE: FEASIBILITY STUDY Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 68 FIND OUT MORE ABOUT THE PROJECT Sawa Cookstoves Project The Sawa Cookstoves project is a sustainability initiative developed by DGB to address the issue of deforestation and indoor air pollution in Cameroon's Central Region. The project aims to reduce deforestation by providing 150,000 efficient, locally-manufactured cookstoves to the region's population, which is one of Cameroon's most densely populated regions. The project aims to improve the livelihoods of local communities by reducing the negative health impacts associated with cooking with wood or charcoal, disproportionately affecting women and children. Additionally, the project supports reforestation efforts and improves overall sustainability in the region. The purpose of the project is to encourage the use of more sustainable methods for heating and cooking, thus reducing the amount of firewood needed and decreasing the negative health impacts associated with traditional cooking methods. The cookstoves are designed to be efficient and locally manufactured, which will not only reduce the need for firewood but also create jobs and boost the local economy. The project is also accredited by leading verification standards. DGB's boots-on-the-ground approach ensures that the project is executed with the highest standards and that it will have a positive impact on both people and nature in the region. 10 years of project lifetime duration 3,000 cookstoves to be manufactured and distributed 0.4 million tonnes of Verified CO2 Emission Reductions during project lifetime 3,000 schools’ kitchens positively impacting the lives of students and staff PHASE: FEASIBILITY STUDY Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 69 FIND OUT MORE ABOUT THE PROJECT Stoves for Schools Project Alongside the Hongera domestic cookstoves (Hongera Energy Efficient Cookstoves Project) and Hongera reforestation project (Hongera Reforestation Project (Mt Kenya and Aberdares)), DGB is developing another cookstove technology specifically designed for educational institutions. This is part of a dual strategy creating integrated projects that aim to: 1) leverage economies of scale by utilising infrastructure created by existing projects to increase the outcomes of new projects; and 2) have the same population benefitting from one project also benefitting from other projects that address different societal and environmental challenges. For the Stoves for Schools: improving health with children and preventing deforestation project, we used the developed and registered technology of the improved domestic cookstoves for the institutional version. Therefore, it has the same levels of efficiency and thermal and fuel saving (Kenyatta University testing results pending). The institutional stoves have been developed based on the needs and challenges encountered at educational facilities. Many schools and educational institutions signed up to be part of the reforestation project on their available land. During this mobilisation process, the challenges of the educational facilities’ kitchens became clear. These kitchens provide 1–3 warm meals daily for students and staff, especially at boarding schools. Multiple traditional open fires are used for meal cooking, and the extremely poor indoor air quality it creates increases the risk of respiratory diseases and other health problems for staff and students. PHASE: FEASIBILITY STUDY 41 years of project lifetime duration 55+ million trees to be planted 186,100 hectares of degraded land to be restored 2.7 million tonnes of Verified CO2 Emission Reductions during project lifetime up to 1,000 lives to be impacted Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 70 FIND OUT MORE ABOUT THE PROJECT Lake Aral Afforestation Project The Lake Aral Afforestation Project in Kazakhstan focuses on the reclamation and restoration of the dried banks of the Aral Sea in the Kyzylorda Region through planting saxaul (haloxylon genus) vegetation and creating new saxaul ecosystems. Saxual is a hardy, salt-tolerant tree species well suited to the harsh conditions of the dried banks of the Aral Sea. The project's main objective is to counter the negative impacts of salt, dust, and sand from the dried bottom of the Aral Sea, a major environmental problem in the region. The project is expected to positively impact the local communities and the environment in the Kyzylorda Region. Planting saxaul will help stabilise the soil, improve air quality, mitigate the impacts of sand-salt storms, and improve the overall environmental conditions in the area. The project will also provide jobs and other economic opportunities for local communities. PHASE: FEASIBILITY STUDY TBC of project lifetime duration 7,1 million trees to be planted 22,350 hectares of degraded land to be restored 5.7 million tonnes of verified CO₂ units during project lifetime TBC farmers and their families positively impacted Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 71 FIND OUT MORE ABOUT THE PROJECT DRC Reforestation Project This project is a visionary reforestation initiative dedicated to the restoration of over 22,000 hectares of degraded land in the Democratic Republic of the Congo (DRC). This endeavour seeks to breathe new life into an ecosystem facing significant challenges by focusing on the strategic planting of indigenous species. The project aims to revitalise the landscape, bolster biodiversity, and foster sustainable economic opportunities for local communities. The project will profoundly impact the environment and society, transforming communities near the site. It will create jobs in tree planting, maintenance, and related activities, uplifting residents' livelihoods. Additionally, the project promotes sustainable agriculture, improving food security and environmental practices. Focused on planting native trees, the initiative aims to restore vital forest cover, enhancing biodiversity in a globally significant ecological region. It will significantly contribute to carbon sequestration, fortifying the local ecosystem against degradation. The project offers a blend of environmental restoration, economic empowerment, and social upliftment. PHASE: PROJECT DESIGN 7 years of project lifetime duration 6,500 tonnes of plastic to the removed 6,500 plastic credits to be generated 100 kg of plastic collected per day per e-bike Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 72 FIND OUT MORE ABOUT THE PROJECT Green Wheels Plastic Collection Project This project, launched by DGB Group in partnership with Eco Spindles, is tackling plastic pollution in Sri Lanka with innovative solutions. Using locally manufactured electric bikes (e-bikes), the project aims to collect and recycle 6,500 tonnes of plastic waste from beaches, riverbanks, and other natural areas. The recycled plastic is then transformed into products like textile fibres and brush filaments, promoting sustainable practices and supporting local manufacturing. This initiative not only restores ecosystems but also fosters a cleaner, healthier environment for local communities by reducing exposure to harmful pollutants. By advancing a circular economy, the project creates environmental and social benefits, turning waste into value while creating a more sustainable future. PHASE: PILOT PROJECT 2,000 trees planted 0.025 hectare of land revitalised Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 73 FIND OUT MORE ABOUT THE PROJECT Queensland Biodiversity Pilot Project This project aims to restore degraded ecosystems and enhance biodiversity in Queensland, Australia. Using the innovative Miyawaki method—a revolutionary technique that encourages the rapid growth of native forests to cultivate a small, dense, and biodiverse forest—the project is cultivating a dense, self-sustaining native forest with approximately 2,000 trees from 40 local species. This approach promotes rapid forest growth, creating a robust ecosystem that supports diverse wildlife, rejuvenates soil, and purifies air and water. These forests are expected to develop mature canopies within just a year, significantly faster than traditional forest growth, supporting a rich biodiversity. It also promotes connectivity between natural habitats, facilitating wildlife movement and interaction, particularly targeting species like the southern cassowary to aid in seed dispersal. By restoring native habitats, the project contributes to long-term environmental health and sustainability, showcasing how targeted forest planting can dramatically boost local biodiversity and ecological health. PHASE: PROJECT FUNDED 1,000 beehives to be distributed 50% increase in regional bee population 5,000 hectares of crop pollinated 500 families positively impacted 2.5% average income increase for farmers Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 74 FIND OUT MORE ABOUT THE PROJECT Kenya Beehive Project The Kenya Beehive Project is a transformative initiative to support local biodiversity and communities through sustainable beekeeping. Bees are vital to biodiversity, pollinating fruit trees, flowers, and crops within a 5-kilometer radius. With over 70% of food crops relying on pollination, bees are essential to our food supply. However, their populations are rapidly declining. This project supports the survival of these crucial pollinators, ensuring healthier ecosystems and sustainability. By distributing beehives to rural farmers in Kenya, the project enhances crop pollination, boosts local ecosystems, and provides farmers with the skills and resources needed for sustainable beekeeping. Participating farmers then benefit from an additional source of income through the sale of honey and other bee products. This initiative not only promotes environmental conservation but also strengthens livelihoods, fostering economic resilience in Kenyan rural communities. 166,000+ coffee seedlings to be planted 177+ hectares of coffee to be planted 336 farmers and their families positively impacted ±10% average income increase for farmers 25 jobs created Disclaimer: These are expected figures that are subject to change. PROJECT PIPELINE 75 FIND OUT MORE ABOUT THE PROJECT Uganda Coffee Growing Project The Uganda Coffee Growing Project focuses on sustainable coffee cultivation to empower local farmers and strengthen Uganda's coffee industry by creating a centralised source of quality coffee seedlings. Uganda is promoting clonal Robusta coffee for its resilience and high yields, but farmers face challenges accessing quality seedlings and distribution networks. To address this, DGB is establishing a 'mother garden' to provide high-quality Robusta seedlings to local farmers, supporting them in improving their yields and livelihoods. This approach ensures that farmers have access to quality seedlings and it fosters a long-term partnership that benefits both the farmers and the local economy. This initiative combines sustainable agriculture with socio-economic development, creating a positive impact for communities and the planet. PHASE: PROJECT FUNDED PROJECT PIPELINE 76 Early-stage projects in the pipeline DGB is dedicated to continually replenishing its project pipeline, ensuring a steady flow of promising opportunities for its future growth and success in the carbon credit market while reinforcing its commitment to sustainable development and global decarbonisation efforts. DGB's project pipeline demonstrates significant promise for the future, with 7 projects under management and 12 projects currently in the pre-feasibility and feasibility study phases. These preliminary stages are crucial in identifying each project's viability, potential risks, and opportunities. By thoroughly analysing and assessing these factors, DGB can strategically select and pursue the most promising projects, contributing to its continued growth and success in the carbon market. The pre-feasibility study phase evaluates a potential project's technical, environmental, and financial aspects. By conducting a high-level analysis of these areas, DGB can determine whether to proceed with a more comprehensive feasibility study. The feasibility study phase involves a more in-depth project analysis, including assessing its economic viability, environmental impact, and alignment with DGB's goals and objectives. These rigorous evaluations ensure that DGB's resources are allocated to projects with the highest positive impact and profitability potential. The presence of 12 projects in these crucial stages indicates a robust project pipeline and a promising future for DGB. As these projects advance through development, they are assured to contribute significantly to DGB's growth and expansion in the carbon credit market. By maintaining a strong focus on the pre-feasibility and feasibility study phases, DGB can continue to identify and develop high-potential projects, ultimately driving value for its stakeholders and furthering its commitment to sustainable growth and global decarbonisation efforts. PROJECT PIPELINE 77 Positive future The rapidly expanding voluntary carbon markets and rising demand for high-quality carbon units (carbon credits) underscore the pivotal role of DGB in this evolving landscape. Carbon units have become an essential tool for businesses to reach their decarbonisation goals. DGB's commitment to developing high-quality carbon projects that deliver genuine positive impacts will be instrumental in addressing this growing demand. DGB is further committed to continuing to set a precedent for transparency and accuracy in the carbon market. The market outlook for carbon units is exceptionally promising, with projections estimating that the market could reach between $10 billion and $40 billion by 2030. This growth is driven by an increasing number of companies setting net-zero targets and a rising focus on removal carbon units, which directly lower existing emissions. As one of the fastest-growing companies in the carbon marketplace, DGB is well-positioned to capitalise on this growth and contribute to global decarbonisation efforts. Our focus on high-quality carbon units ensures that our projects not only create value for our stakeholders but also support ecosystem restoration and nature conservation initiatives. In conclusion, DGB's achievements and the favourable market outlook provide a solid foundation for continued growth and success. We remain dedicated to our mission of developing nature-based solutions that contribute to global ecosystem restoration and decarbonisation, while delivering long-term benefits to all project stakeholders. As we look to the future, we are confident in our ability to navigate the evolving carbon markets and continue making a tangible impact on the environment and communities we serve. Financial statements ANNUAL REPORT 2024 - PROPERTY OF DGB GROUPANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Consolidated statement of financial position In thousands of euro Note 2024 2023 (restated) 1-1-2023 (restated) Assets Property, plant and equipment 18 144 114 241 Intangible assets 19 354 353 239 Investments accounted for using the equity method 20 - 317 393 Financial asset at fair value through profit & loss 21 50 - - Financial asset amortized costs 22 465 - - Other non-current assets 23 5,894 3,902 2,023 Non-current assets 6,907 4,686 2,896 Inventories 23 59 - - Trade and other receivables 24 498 5,819 5,802 Cash and cash equivalents 25 460 94 155 Current assets 1,017 5,913 5,957 Total assets 7,924 10,599 8,853 See note 6 for details regarding the restatement as a result of errors. FINANCIAL STATEMENTS 79 In thousands of euro Note 2024 2023 (restated) 1-1-2023 (restated) Equity 26 Share capital 228 228 228 Share premium 11,152 11,152 11,152 Share Based Expenses reserve 3,264 2,396 1,522 Other reserves (16,833) (8,065) (5,916) Retained earnings (4,266) (3,062) (2,158) Equity attributable to owners of the Company (6,455) 2,649 4,828 Non-controlling interests - - (8) Total equity (6,455) 2,649 4,820 Liabilities Borrowings 27 9,538 5,658 2,195 Contract liabilities 11 1,640 1,547 1,097 Trade and other payables - - 6 Non-current liabilities 11,178 7,205 3,298 Borrowings 27 1,202 139 567 Contract liabilities 11 131 - - Current tax liabilities 58 89 6 Trade and other payables 28 1,810 517 162 Current liabilities 3,201 745 735 Total liabilities 14,379 7,950 4,033 Total equity and liabilities 7,924 10,599 8,853 FINANCIAL STATEMENTS 80 See note 6 for details regarding the restatement as a result of errors. Consolidated statement of profit or loss and other comprehensive income In thousands of euro Note 2024 2023 (restated) Continuing operations Revenue 10 88 43 Cost of sales 12 (158) 86 Gross profit (70) 129 Other income 3 - Selling and distribution expenses 12 (2,124) (1,756) Administrative expenses 12 (1,343) (884) Net impairment losses on financial and contracts assets 21 (50) - Operating profit (3,584) (2,511) Finance income - - Finance costs (915) (556) Net finance costs 14 (915) (556) Share of profit of equity-accounted investees, net of tax 233 (77) Loss before tax (4,266) (3,144) Income tax expense 17 - 80 Loss for the period (4,266) (3,064) For the year ended 31 December FINANCIAL STATEMENTS 81 FINANCIAL STATEMENTS 82 Loss attributable to: Owners of the Company (4,266) (3,062) Non-controlling interests - (2) Earnings per share Basic earnings per share (euro) 15 (0.38) (0.28) Diluted earnings per share (euro) 15 (0.38) (0.28) Earnings per share – Continuing operations Basic earnings per share (euro) 15 (0.38) (0.28) Diluted earnings per share (euro) 15 (0.38) (0.28) See note 6 for details regarding the restatement as a result of errors. In thousands of euro Note 2024 2023 (restated) Loss for the period (4,266) (3,064) Other comprehensive income - - Items that will not be reclassified to profit or loss - - Items that are or may be reclassified subsequently to profit or loss - - Other comprehensive income for the period, net of tax - - Total comprehensive income for the period (4,266) (3,064) Total comprehensive income attributable to: Owners of the Company (4,266) (3,062) Non-controlling interests - (2) Total (4,266) (3,064) For the year ended 31 December FINANCIAL STATEMENTS 83 See note 6 for details regarding the restatement as a result of errors. Equity Share capital Share premium Share Based Expenses reserve Own shares Other Reserves Convertible loans Retained earnings Unrealised gain on investment Equity attributable too owners of the Company Non- controlling interest Total Balance at 1 January 2023 228 11,152 - - (5,522) 441 (903) 19,258 24,654 (13) 24,641 Corrections previous year - - 1,522 (325) (510) - (1,255) (19,258) (19,826) 5 (19,821) Balance at 1 January 2023 228 11,152 1,522 (325) (6,032) 441 (2,158) - 4,828 (8) 4,820 Allocation results - - - - (2,158) - 2,158 - - - - Loss for the period - - - - - - (3,062) - (3,062) (2) (3,064) Equity-settled share-based payments - - 874 - - - - - 874 - 874 Transfer of shares - - - 233 217 - - - 450 - 450 Other movement - - - - - (441) - - (441) - (441) Acquisition of non-controlling interest - - - - - - - - - 10 10 Balance at 31 December 2023 228 11,152 2,396 (92) (7,973) - (3,062) - 2,649 - 2,649 Balance at 1 January 2024 228 11,152 2,396 (92) (7,973) - (3,062) - 2,649 - 2,649 Allocation results - - - - (3,062) - 3,062 - - - - Loss for the period - - - - - - (4,266) - (4,266) - (4,266) Equity-settled share-based payments - - 868 - - - - - 868 - 868 Transfer of shares - - - (628) (5,078) - - - (5,706) - (5,706) Other movement - - - - - - - - - - - Disposal of non-controlling interest - - - - - - - - - - - Balance at 1 December 2024 228 11,152 3,264 (720) (16,113) - (4,266) - (6,455) - (6,455) Consolidated statement of changes in equity FINANCIAL STATEMENTS 84 See note 6 for details regarding the restatement as a result of errors. Cash flows from operating activities In thousands of euro Note 2024 2023 Loss for the period (4,266) (3,064) Adjustments for: • Amortisation and depreciation 18 71 22 • Net finance costs / (income) 15 915 556 • Share of profit of equity-accounted investees, net of tax 20 (233) 77 • (Loss) / Gain on sale of property, plant and equipment 18 - 13 • Tax expense 53 - (3,460) (2,396) Changes in: • Inventories 23 (59) - • Trade and other receivables 81 (121) • Trade and other payables 14 178 Interest (paid) / received - 345 Income taxes (paid) / received (40) 23 Net cash from operating activities (3,464) (1,971) FINANCIAL STATEMENTS 85 See note 6 for details regarding the restatement as a result of errors. Consolidated statement of changes in equity Cash flows from investing activities In thousands of euro Note 2024 2023 (restated) Acquisition of property, plant, and equipment (103) (174) Development expenditure (1,889) (1,694) Net cash used in investing activities (1,992) (1,868) FINANCIAL STATEMENTS 86 Cash flows from financing activities In thousands of euro Note 2024 2023 (restated) Proceeds from issue of convertible notes (98) (402) Proceeds from loans and borrowings 236 521 Proceeds from sale of treasury shares - - Transfer of shares 381 118 Borrowings 5,102 3,584 Repayment of borrowings 83 11 Prepayments 156 - Payment of lease liabilities (38) (54) Net cash from financing activities 5,822 3,778 See note 6 for details regarding the restatement as a result of errors. Net decrease in cash and cash equivalents 366 (61) Cash and cash equivalents at 1 January 94 155 Effect of movements in exchange rates on cash held Cash and cash equivalents at 31 December 460 94 FINANCIAL STATEMENTS 87 1. Reporting entity DGB Group NV (hereafter “the Company” or “DGB”) is domiciled in the Netherlands. The Company’s registered office is at Runderweg 6, 8219PK, Lelystad, with company seat in Hardenberg, the Netherlands, under Trade Register number 32017953. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the Group). The Group is primarily involved in developing and selling high-quality, large-scale carbon and biodiversity projects accredited by third parties. The Group is focused on nature conservation and helping biodiversity flourish by helping governments and corporations achieve net zero. 2. Basis of accounting The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with Title 9 of Book 2 of the Dutch Civil Code. Basis of preparation These financial statements have been prepared on a historical cost basis, except for certain financial instruments, share-based payments and investments at fair value, which have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. They were authorised for issue by the Company’s Board of Directors on 30th May 2025. An overview of the significant subsidiaries is included in Note 9 – list of significant subsidiaries. Details of the Group’s accounting policies, including changes thereto, are included in Note 6 and Note 7. 3. Going concern The directors have assessed the Group’s liquidity position and, based on the information available as of the date of signing, consider it appropriate to prepare the financial statements on a going concern basis. Following the balance sheet date, management has prepared an updated liquidity forecast. This includes three scenarios—neutral, optimistic, and pessimistic—all of which demonstrate that the Group has sufficient financial flexibility to meet its obligations as they fall due.The positive assessment is supported by the following key considerations: • Access to Capital: The Group has a successful history of raising funds through private placements and structured financial instruments. The current capital raising programme is ongoing, and the Group remains in active dialogue with investors • Commercial Agreements: The Group has entered into multiple long-term sales and service agreements with both existing and new clients. These agreements provide forward visibility on revenue and include multi- year commitments, which underpin the forecasts. • Operational and Cost Control: The Group retains full control over its project implementation timelines and workforce structure. This enables rapid adjustment of operational expenditures in response to available liquidity, without compromising the value generated by its core activities. The Group is therefore able to continue delivering revenue from existing projects even under more constrained funding conditions. While certain cash inflows in the forecast period remain dependent on external factors such as market conditions and ongoing investor engagement, the directors are confident in the Group’s ability to secure the necessary resources based on historical performance, current negotiations, and the structural flexibility of the business. Notes to the consolidated financial statements FINANCIAL STATEMENTS 88 4. Functional and presentation currency These consolidated financial statements are presented in euro, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 5. Use of judgements and estimates In preparing these consolidated financial statements, the Board of Directors have made judgements and estimates about the future, including climate-related risks and opportunities, that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the commitments where appropriate. Revisions to estimates are recognised prospectively. Judgements Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes: • Note 20: Equity-accounted investees – whether the Group has significant influence over an investee; • Note 23: Accounting for carbon credit inventories – management assessed that the Company obtains control over the rights of its carbon credits and that the carbon credits are held for sale to its customers in the ordinary course of business and not solely for investment purposes (that is, capital appreciation) over extended periods of time or for own use. These carbon credits are to be valued at the lower of cost or net realisable value (NRV), as the Company is not a commodity broker trader. • Note 1o: Revenue recognition – whether payments received in advance for carbon credits pre-sold and to be delivered in the future contains a significant financing component or not. Assumptions and estimation uncertainties Estimation uncertainties Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes: • Note 19: Impairment test of intangible assets - key assumptions underlying recoverable amounts, including the recoverability of development costs; • Note 17: Recognition of deferred tax assets – availability of future taxable profits against which deductible temporary differences and tax losses carried forward can be utilised; • Note 21: Determining the fair value of financial assets at fair value through profit or loss on the basis of significant unobservable inputs; • Note 13: Determining the fair value for the share- based compensation on the basis of significant assumptions. Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework for the measurement of fair values. The valuation framework is regularly reviewed on significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then the FINANCIAL STATEMENTS 89 valuation is assessed and evidence is obtained from the third parties to support the conclusion that these valuations meet the requirements of IFRS standards, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group’s board. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: • Note 21: Financial assets at fair value through P&L; • Note 22: Financial assets at amortised cost; and • Note 29: Financial instruments. 6. Correction of errors During 2024, the Group identified certain mistakes in share-based payments in prior periods FY2023 and earlier. Carbon Credit Unit development costs The Group recognised and incorrectly measured eligible costs incurred for the development of Carbon Credit Unit as projects under intangible assets at Fair Value through Other Comprehensive Income instead of as inventories recognised and measured at the lower of cost or net realisable value. The error resulted in a material overstatement of projects under intangible assets and a material understatement of inventories for 2023 and prior financial years, with a corresponding overstatement of other comprehensive income within equity. Carbon Credit Unit deferred revenues The Group incorrectly presented an advance payment receipt for future delivery of carbon credits to its customer as a negative prepayment on inventory instead of as a contract liability. The error resulted in a material understatement of inventories for 2023 and prior financial years and a corresponding understatement of contract liabilities. Changes in applying accounting policies The change in accounting estimate does not effect Financial comparative periods. Interest receivable – PAN Foundation An interest receivable of €691,000 related to a subordinated loan to the PAN Foundation had been accumulated in prior years. Based on a 2024 settlement agreement, this receivable was deemed no longer legally or economically enforceable. The entire balance was therefore derecognized. The correction was processed as follows: the amounts relating to 2020–2022 were adjusted via retained earnings; The 2023 portion was corrected via the opening balance of 2024. These corrections are presented retrospectively in accordance with IAS 8. The total impact was a reduction in financial assets and an adjustment to equity. There was FINANCIAL STATEMENTS 90 no impact on the 2024 cash flow statement. Share-based payments A three-column comparative balance sheet has been included in these financial statements in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, due to the correction of a prior period error in the accounting for employee incentive payments. During the year, management identified that employee incentive payments, including both short-term incentive (STI) bonuses and long-term incentive (LTI) share-based compensation, had not been properly accounted for in prior periods. This error led to an understatement of personnel expenses and related liabilities/equity entries in the financial statements of previous years. In accordance with IAS 8, a retrospective restatement has been applied, adjusting the relevant comparative figures for equity and personnel expenses. The correction includes both cash-based STI bonuses and equity-settled LTI plans under IFRS 2, ensuring proper recognition and allocation in the correct reporting periods. In contrast, the adjustment made to the valuation of project assets does not stem from an error. It reflects a change in accounting estimate, implemented to better capture expected future cash flows, risk-adjusted discount rates, and project-specific assumptions. As such, this change has been applied prospectively from 1 January 2024, in line with IAS 8, and does not affect comparative periods. Consolidated statement of financial position In thousands of euro As previously reported Adjustments As restatedTotal Assets 27,657 (18,804) 8,853Projects 21,450 (21,450) -Investments accounted for using the equity method 661 (268) 393Other non-current assets - 2,023 2,023Trade and other receivables 5,974 (172) 5,802Prepayments (1,072) 1,072 -Others 644 (9) 635Total Liabilities 3,016 1,017 4,033Total non-current liabilities 2,190 1,108 3,298Borrowings 2,046 149 2,195Contract liabilities - 1,097 1,097Trade and other payables 144 (138) 6Total current liabilities 826 (91) 735Borrowings 629 (62) 567Contract liabilities - - -Current tax liabilties 6 - 6Trade and other payables 191 (29) 162Total equity 24,641 (19,821) 4,820Share capital 228 - 228Share premium 11,152 - 11,152Share Based Payment reserve - 1,522 1,522Other reserves (5,081) (835) (5,916)Retained Earnings (903) (1,255) (2,158)Unrealised gain on investment 19,258 (19,258) -Non-controlling interest (13) 5 (8) As at 1 January 2023 FINANCIAL STATEMENTS 91 In thousands of euro As previously reported Adjustments As restatedTotal Assets 29,165 (18,566) 10,599Projects 23,670 (23,670) -Other non-current assets - 3,902 3,902Trade and other receivables 6,233 (414) 5,819Prepayments (1,547) 1,547 -Others 809 69 878Total Liabilities 6,881 1,069 7,950Total non-current liabilities 6,271 934 7,205Borrowings 6,180 (522) 5,658Contract liabilities - 1,547 1,547Trade and other payables 91 (91) -Total current liabilities 610 135 745Borrowings 139 - 139Contract liabilities - - -Current tax liabilties (6) 95 89Trade and other payables 477 40 517Total equity 22,284 (19,635) 2,649Share capital 228 - 228Share premium 11,152 - 11,152Share Based Payment reserve - 2,396 2,396Other reserves (6,120) (1,945) (8,065)Retained Earnings (2,196) (866) (3,062)Unrealised gain on investment 19,220 (19,220) - As at 31 December 2023 FINANCIAL STATEMENTS 92 Consolidated statement of financial position Consolidated statement of profit or loss and OCI In thousands of euro As previously reported Adjustments As restatedRevenues 143 (100) 43Cost of sales 87 (1) 86Other income 3 (3) -Selling and distribution expenses (636) (1,120) (1,756)Administrative expenses (877) (7) (884)Finance Income 273 (273) -Finance costs (884) 328 (556)Share of profit of equity-accounted investees, net of tax (77) - (77)Income tax expense (80) 160 80Loss from discontinued operation, net of tax (106) 106 -Loss for the period (2,154) (910) (3,064)Loss attributable to: Owners of the Company (2,196) (866) (3,062)Non-controlling interest 42 (44) (2)Total comprehensive income (2,154) (910) (3,064)OCI attributable to: Owners of the Company (2,196) (866) (3,062)Non-controlling interest 42 (44) (2) For the year ended 31 December 2023 Basic and diluted earnings per share for the prior year have also been restated. The amount of the correction for both basic and diluted earnings per share was a decrease of EUR 0,09 cents per share. There is no material impact on the total operating, investing or financing cash flows for the year ended 31 December 2023. The corrections further affected some of the amounts disclosed in note 10, note 23, and note 27. FINANCIAL STATEMENTS 93 FINANCIAL STATEMENTS 94 7. Material accounting policies Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except as mentioned otherwise. Basis of consolidation A. Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set can produce outputs. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay a contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. B. Subsidiaries Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. C. Non-controlling interests (NCI) NCI are measured initially at their proportionate share of the acquirer’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. D. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. E. Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which FINANCIAL STATEMENTS 95 significant influence or joint control ceases. F. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra- group transactions, are eliminated. Unrealised gains arising from transactions with equity- accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. G. Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Non- monetary items measured based on the historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs. H. Discontinued operation A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group, and which: • represents a separate major line of business or geographic area of operations; • is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or • is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earliest of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is represented as if the operation had been discontinued from the start of the comparative year. I. Revenue Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer. The below information is provided about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies. I.a. Sale of goods - Carbon Credits The Company recognises revenue from the sale of carbon credits that are received and are initially recognised as inventory. The Company sells carbon credits to customers, whereby the Company transfers the carbon credits directly to the customer or retires the carbon credits on the customer’s behalf. Revenue is recognised upon transfer of control of the carbon credits to customers in an amount that reflects the consideration the Company receives. Revenue from the sale of carbon credits is recorded when the carbon credits have been retired or transferred and the Company’s performance obligation has been satisfied. I.b. Sale of Sustainable Solutions – Carbon footprint measurements Revenues related to the sale of sustainable solutions (i.e. subscriptions) are recognised over the period in which the goods are transferred and/or content is made available online and when the goods and/or content involved are similar in value to the customer over time. Subscription income received or receivable in advance of the delivery of goods and/or content is presented as deferred income (a contract liability) in the consolidated FINANCIAL STATEMENTS 96 statement of financial position. I.c. Services of Sustainable Solutions – Carbon footprint measurements Revenues from providing sustainable solutions services are recognised in the period in which the related performance obligations are satisfied. For fixed-price contracts, revenues are recognised based on the actual service provided as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously. In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the contract includes an hourly fee, revenues are recognised in the amount to which the group has a right to invoice. I.d. Multi-element contracts There are arrangements that include various combinations of performance obligations, such as the sale of carbon credits and sustainable solutions services. A performance obligation is only distinct if the customer can benefit from goods and/or services on their own or together with other resources that are readily available to the customer, and the promise to transfer goods and/ or services is separately identifiable from other promises in the contract. Goods and/or services that are not distinct are bundled with other goods and/or services in the contract until a bundle of goods and/or services is created that is distinct, resulting in a single performance obligation. Where performance obligations are satisfied over different periods of time, revenues are allocated to the respective performance obligations based on relative stand-alone selling prices at contract inception, and revenues are recognised as each performance obligation is satisfied. I.e. Agent/principal arrangements If the group acts as an agent, whereby the group sells goods and/or services on behalf of a principal, the group recognises the amount of the net consideration as revenues. If the group acts as a principal, the group recognises the gross consideration for the specific goods and/or services transferred. I.f. Variable consideration Discounts, return of goods and/or services, usage- based prices, and index-based pricing are the most common forms of variable considerations within the group. Discounts are often contractually agreed and allocated to all distinct performance obligations, unless there is a specific discount policy for a performance obligation. Volume-related discounts, return of goods and/or services, and usage-based prices are estimated at contract inception and periodically reassessed during the contract term. The group considers normal price increases based on local inflation rates or customary business practices as compensation for cost price increases and not as variable consideration. Considerations are recognised pro rata over the term of the contract in case the group estimates at contract inception that price increases are beyond compensation for cost price increases. I.g. Financing components As a practical expedient, the group does not adjust the consideration for the effects of a significant financing component if the group expects that the period between the transfer of the promised goods and/or services to the customer and payment by the customer is one year or less. The group has no significant contracts with a period of one year or more between the transfer of goods and/or services and the payment of the consideration. Consequently, the group does not adjust transaction prices for the time value of money. I.h. Cost of sales Cost of sales comprises directly attributable average actual costs of carbon credits sold. For sustainable products and services, the cost of sales may include data maintenance, hosting, license fees, product support, employee benefit expenses, subcontracted work, training, and other costs incurred to support and maintain the products, applications, and/or services. FINANCIAL STATEMENTS 97 Employee benefits Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Long-term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise. Share-based payment arrangements The Company has various share-based payment arrangements that are settled in ordinary shares. Share option scheme 2021 The grant-date fair value of equity-settled share- based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes. Long-Term Incentive Plan (2021–2024) The long-term incentive plan (LTIP) qualifies as an equity-settled share-based payments transaction. Board of Directors members are awarded shares under the LTIP with performance conditions based on the achievement of five predefined strategic milestones. Each milestone carried a reward value of EUR 500,000, resulting in a total potential award of EUR 2,500,000 to be settled in the Company’s own equity instruments. The fair value of shares awarded is recognized as an expense with a corresponding increase in equity. The fair value is measured at the grant date and spread over the period during which the Board of Directors members become unconditionally entitled to the shares. Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted. Finance income and finance costs The Group’s finance income and finance costs include: • interest income; • interest expense; • the fair value gain or loss on financial assets measured at FVTPL; • the foreign currency gain or loss on financial assets and financial liabilities; and • the gain on the remeasurement to fair value of any pre-existing interest in an acquiree in a business combination. Interest income or expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash FINANCIAL STATEMENTS 98 payments or receipts through the expected life of the financial instrument to: the gross carrying amount of the financial asset; or the amortised cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit- impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in OCI. The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are only offset if certain criteria are met. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; • temporary differences related to investments in subsidiaries, associates, and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognised for unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from how the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are only offset if certain criteria are met. Inventories FINANCIAL STATEMENTS 99 Carbon credit inventory is initially and subsequently measured at the lower of cost or net realisable value (NRV). The cost of carbon credit inventories is determined using average actual cost. Based on the estimated carbon credits expected to be issued. In subsequent measurements, any write-down to NRV is recognised as an expense in the period in which the write-down occurs. Any reversal should be recognised in the income statement in the period in which the reversal occurs. The cost of carbon credits is measured at all direct and indirect costs incurred for the purpose of bringing the carbon credits to their present value and condition, except sunk costs incurred before procurement or generation of carbon credits. NRV of carbon credits is measured based on management’s estimate of the future realisable value of carbon credits as the carbon credits are sold without any set parameter of identification of market value. The management’s estimate of NRV and future realisable value of carbon credits is adjusted considering the anticipation of increase or decrease in prices, company’s financial stability for holding such credits, type of permanency in reduction or inflation of prices, ongoing spot or forward deals in similar credits, technology, vintage, location etc. Carbon credit Inventories that are not expected to be sold within 12 months are classified as Other non-current assets. See Note 23. Property, plant, and equipment Recognition and measurement Items of property, plant, and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant, and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant, and equipment. Any gain or loss on disposal of an item of property, plant, and equipment is recognised in profit or loss. Subsequent expenditure Subsequent expenditure is only capitalised if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Depreciation Depreciation is calculated to write off the cost of items of property, plant, and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. The estimated useful lives of property, plant, and equipment for current and comparative periods are as follows: • buildings: 10 years • other: 3–5 years Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Intangible assets and goodwill Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Research and development Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is only capitalised if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. FINANCIAL STATEMENTS 100 Other intangible assets Other intangible assets, including customer relationships, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred Amortisation Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Goodwill is not amortised. The estimated useful lives for current and comparative periods are as follows: • development costs: 5 years (green.earth); • customer relationships: 7 years. Amortisation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Impairment non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.The recoverable amount of an asset or CGU is the greater of its value in use and its fair value, less the costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro-rata basis. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value, less the costs to sell. Any impairment loss on a disposal group is allocated first to goodwill and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, and deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for- distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted. FINANCIAL STATEMENTS 101 Financial instruments Recognition and initial measurement Financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. However, if the Group has an unconditional right to an amount that differs from the transaction price (e.g. due to the Group's refund policy), the trade receivable will be initially measured at the amount of that unconditional right. Financial assets - classification On initial recognition, a financial asset is classified and subsequently measured at: • amortised cost; • FVOCI—equity investment; or • FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by- investment basis. All financial assets not measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financials. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Currently, the Group only holds financial assets at amortised cost and at FVTPL. Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains, and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. The financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Impairment Financial Instruments and contracts assets The Group recognises loss allowances for expected credit losses (ECLs) on: • financial assets measured at amortised cost (cash and cash equivalents, and trade and other receivables); and • contract assets. The Group measures loss allowances at an amount equal to lifetime ECLs. Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers FINANCIAL STATEMENTS 102 reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment that includes forward- looking information. The Group assumes that the credit risk on a financial asset has significantly increased if it is more than 90 days past due. The Group considers a financial asset to be in default when: • the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or • the financial asset is more than 90 days past due. a financial instrument. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (ie the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit- impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following: • significant financial difficulty of the debtor; a breach of contract, such as a default or being more than 90 days past due; • the restructuring of a loan or advance by the Group on terms that the Group would not otherwise consider; • it is probable that the debtor will enter bankruptcy or other financial reorganisation; or • the disappearance of an active market for security because of financial difficulties. Presentation of allowance for ECL in statement of financial position Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Write-off The gross carrying amount of a financial asset is written off when the Group has no financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. Classification and subsequent measurement – Financial liabilities Financial liabilities are measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Currently the group only holds financial liabilities at amortised cost. Financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. Derecognition The Group derecognises a financial asset when: • the contractual rights to the cash flows from the financial asset expire; FINANCIAL STATEMENTS 103 • if ownership of the financial asset is transferred; or • it transfers the rights to receive the contractual cash flows in a transaction in which either substantially all of the risks and rewards are transferred, or the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.but retains either all or substantially all of the risks and rewards of the transferred assets. The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. Share capital Ordinary shares Incremental costs directly attributable to the sale of ordinary shares are recognised as a deduction from equity. Income tax relating to the transaction costs of an equity transaction is accounted for in accordance with IAS 12. Repurchase and sale of ordinary shares (treasury shares) When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in other reserves. When treasury shares are sold subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within other reserves. Compound financial instruments Compound financial instruments issued by the Group comprise convertible notes denominated in euro, which can be converted by the holder at any time until maturity to a fixed number of ordinary shares. that are mandatorily converted to ordinary shares at maturity. The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised. Leases At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component FINANCIAL STATEMENTS 104 based on its relative stand-alone prices. However, for the leases of property, the Group elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of- use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option, or if there is a revised in- substance fixed lease payment. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short-term leases and leases of low-value assets The Group elected not to recognise the right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Fair value measurement 'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets, and financial and non-financial liabilities (see above). When one is available, the Group measures the fair value of an FINANCIAL STATEMENTS 105 instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. Accounting standards issued but not yet effective A number of new accounting standards are effective for annual reporting periods beginning after 1 January 2024, and earlier application is permitted. However, the Group has not early adopted the new or amended accounting standards in preparing these consolidated financial statements. New and amended accounting standards adopted by the Group The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024: • Classification of Liabilities as Current or Non- current and Non-current liabilities with covenants – Amendments to IAS 1; • Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and • Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7. The amendments listed above did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. 8. Operating segments The Group applies IFRS 8 Operating Segments in its financial reporting. In accordance with this standard, operating segments are identified based on the internal reporting provided to the Chief Executive Officer (CEO), who is the Group’s Chief Operating Decision Maker (CODM). The CEO is responsible for allocating resources and assessing the performance of the operating segments. The Group consists of multiple entities engaged in various business activities. However, for internal management purposes, segment information is presented on a consolidated basis. The CEO monitors the Group’s overall performance and makes strategic decisions based on the financial information of the Group as a whole, rather than by individual component. As such, the Group is managed as a single integrated operating segment, and financial information is disclosed accordingly. 9. List of subsidiaries Below is a list of subsidiaries at 31 December 2024 and 31 December 2023. 31-12-2024 31-12-2023DGB Supply & Services B.V. 100% 100%DutchGreen Project Management B.V. 100% 100%GreenTech Solutions B.V. 100% 100%Hongera Afforestation and Reforestation B.V. 100% -Hongera Energy Efficient Cookstoves B.V. 100% -Static Corporation B.V. - 75% FINANCIAL STATEMENTS 106 On 1 October 2023, the Group sold its 75% interest in Static Corporation B.V. for the consideration of EUR 0, which was not previously classified as held-for-sale or as a discontinued operation in financial year 2022. This resulted in a loss on disposal amounting to EUR 106 thousands. 10. Revenue The Group generates revenue primarily from the sale of carbon credits, the sale of sustainable solutions subscriptions, and providing sustainable solutions services. Revenue is recognised only upon delivery of carbon credits. Most of our offtake agreements are pre-issuance and do not immediately contribute to revenue. Disaggregation of revenues from contracts with customers In the following table, revenue from contracts with customers (including revenue related to a discontinued operation) is disaggregated by primary geographical market, major products and service lines and timing of revenue recognition. In thousands of euro Note 2024 2023 (restated)Continuing operationsServices • consultancy 51 - • software - - • others 14 43Environmental Credits • carbon credits 23 - • biodiversity credits - - • plastic credits - -Total 88 43 FINANCIAL STATEMENTS 107 FINANCIAL STATEMENTS 108 Revenues per geographic region 2024 2023 (restated)The Netherlands 54 -EU (Excluding the Netherlands) 31 40United States - -Rest of the World 3 3Total 88 43 In thousands of euro 2024 2023 (restated)Receivables, which are included in “trade and other receivables” 5 -Contract Assets - -Contract Liabilities 1,771 1,547Total 1,776 1,547 The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on the sale of carbon credits or the provision of sustainable solution services. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. For both 2023 and 2024, all invoices were recognized at a point in time; no revenue was recognized over time. The contract liabilities primarily relate to the advance consideration received from customers for the future delivery of carbon credits, for which revenue is recognised at a point in time. No information is provided about remaining performance obligations at 31 December 2024 or at 31 December 2023 that are part of contracts that have an original expected duration of one year or less, as allowed by IFRS 15. 11. Contract liabilities FINANCIAL STATEMENTS 109 In thousands of euros 2024 2023Cost of goods sold (124) 86Project expenses (33) -Employee benefits (Note 13) (1,483) (1,315)Depreciation and amortization (Note 19) (71) (78)Advertising expenses (615) (419)Lease expenses (522) (413)Travel expenses (160) (138)ICT expenses (163) (201)Legal and administrative expenses (479) (53)Other (25) -Total cost of sales, distribution and administrative expenses (3,675) (2,531) Expenses by nature 12. Cost of sales, distribution and administrative expenses Here below the expenses by nature are shown: Audit Fees With reference to Section 2:382a (1) and (2) of the Dutch Civil Code, GCP Auditors Ltd. as external auditor charged EUR 150 thousand (2023: EUR nil) to the group in connection with the audit of the financial statements. No other assurance, tax advisory or non-audit services were provided by GCP Auditors Ltd. or any affiliated entities during the reporting period. These expenses are recorded as part of the legal and administrative expenses. In thousands of euros 2024 2023Wages and salaries (537) (372)Social security contributions (66) (49)Expenses related to defined contribution plans (12) (20)Equity-settled share-based payments (Note 13) (868) (874)Total cost of sales, distribution and administrative expenses (1,483) (1,315) Employee benefit expenses FINANCIAL STATEMENTS 110 2024 2023Headcount at 31 December 13 13Thereof employed in the Netherlands 9 7In Full-time equivalents average per annum 11.3 10.9 Employee Note: While DGB Group reports FTE based on payroll standards, a significant portion of its operational team is engaged through temporary agreements and accounted for under project-related costs. As such, these team members are not included in the FTE count in line with IFRS reporting guidelines. 13. Employee benefit expense 14. Net finance result In thousands of euro Note 2024 2023Interest income under the effective interest method on: • Interest income from participants - -Total interest income arising from financial assets - -Financial liabilities under the effective interest method on: • Interest cost from related parties - - • Interest cost from convertible notes - (9) • Interest expenses from borrowings (Green Bonds) (887) (703) • Other interest and cost (28) 156Total interest cost arising from financial liabilities (915) (556)Net finance result recognised in profit or loss (915) (556) FINANCIAL STATEMENTS 111 Note 2024 2023Profit (loss) for the year, attributable to the owners (4,266,000) (3,062,000)of the Company:Weighted-average number of shares Basic • Issued ordinary shares at 1 January 11,400,349 11,400,349 • Effect of treasury shares held (147,196) (793,237) • Effect of treasury shares transferred (47,172) 364,509Weighted-average number of ordinary shares 11,205,981 10,115,061at 31 DecemberEarnings per share (0.38) (0.29) The earnings amounted to €(0.30) per share in 2024. FINANCIAL STATEMENTS 112 15. Earnings per share Basic earnings per share The calculation of basic EPS has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding. FINANCIAL STATEMENTS 113 16. Description of share option program (equity-settled) 16.1 Share option scheme 2021 On 1 January 2021, DGB Group N.V. launched a long-term equity-settled share-based payment arrangement (the “LTI Plan”) in accordance with IFRS 2 – Share-Based Payment, for the benefit of the Board of Directors. The plan spanned four years through 31 December 2024 and was conditional upon the achievement of five predefined strategic milestones, each valued at €500,000, for a maximum total reward of €2,500,000 to be settled in the Company’s own equity instruments. All milestones were met by 31 December 2024, entitling the CEO to an award of 3,371,640 ordinary shares, determined based on a weighted average share price of €0.74 over a representative measurement period prior to year-end. The related expense of €2,500,000 was recognised on a straight-line basis over the vesting period, resulting in an annual personnel expense of €625,000 with a corresponding increase in equity under the Share-Based Payment Reserve. Although the shares were physically issued from treasury in Q1 2025, the award conditions had been fully satisfied as of the reporting date, and this post-balance sheet issuance is therefore classified as a non-adjusting event in accordance with IAS 10 – Events After the Reporting Period. As of 31 December 2024, all 3,371,640 shares were fully vested and exercisable. No awards lapsed, expired, or were exercised during the plan period. The key terms and conditions related to the grants under this program are as follows: • All share options are to be settled by the physical delivery of shares; • 2 years’ service from the grant date as a vesting condition; • Contractual life (“exercise period”) of the share options is 5 years; • Measurement of fair value equity-settled share-based payment arrangement. The fair value of the share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangement were not taken into account in measuring fair value. FINANCIAL STATEMENTS 114 2024 2023Board of Directors Employees Board of Directors EmployeesFair value at grant date in EUR 0.24 – 0.51 0.15 - 0.08 – 0.24Share price at grant date in EUR 0.48 – 0.51 0.50 - 0.47 – 0.80Exercise price in EUR 0 - 0.50 1.00 - 1.5Expected volatility (weighted average) 0.65 0.65 - 0.62Expected life (weighted average) 4 years 3.5 years 4 years 3.5 yearsExpected dividends (weighted average) - - - -Risk free interest rate based on government bonds 2,16% - 2,59% 2,5% - 2,94% - 2,95% Measurement of fair value equity-settled share-based payment arrangement The fair value of the share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangement were not taken into account in measuring fair value. The inputs used in the measurement of the fair values at the grant date of the equity-settled share-based payment plan were as follows: Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour. FINANCIAL STATEMENTS 115 2024 2023Number of options WAEP Number of options WAEPOutstanding at 1 January 1,008,730 1.27 985,397 1.26Forfeited during the year (30,000) 1.00 (10,000) 1.50Exercised during the year (273,750) - - -Granted during the year 78,625 0.86 33,333 1.50Outstanding at 31 December 1,491,230 1.27 1,008,730 1.27Exercisable at 31 December 1,145,049 1.40 391,715 1.48 Reconciliation of outstanding share options The number and weighted-average exercise prices (“WAEP”) of share options under the DGB share option program were as follows: The inputs used in the measurement of the fair values at the grant date of the equity-settled share-based payment plan were as follows: The options outstanding at 31 December 2024 had an exercise price in the range of EUR 0.00 to EUR 1.50 (2023: EUR 1.00 to EUR 1.50). Expense recognition in the profit or loss In 2024, EUR 243 thousand has been recognised within employee benefit expenses in profit or loss (2023: EUR 249 thousand) related to the total cost of the DGB Share Option grants. FINANCIAL STATEMENTS 116 16.2 Long-Term Incentive Plan (2021–2024) On 1 January 2021, DGB Group N.V. initiated a long-term equity-based incentive plan (LTI Plan) for its Board of Directors. The plan covered the four-year period from 1 January 2021 through 31 December 2024 and was designed to align management rewards with long-term shareholder value creation. The LTI Plan was conditional upon the achievement of five predefined strategic milestones. Each milestone carried a reward value of EUR 500,000, resulting in a total potential award of EUR 2,500,000 to be settled in the Company’s own equity instruments. All five performance milestones were achieved by 31 December 2024. As a result, the CEO became fully entitled to the award of EUR 2,500,000, to be settled in ordinary shares of DGB Group N.V. The number of shares to be awarded was determined based on a weighted average share price of EUR 0.74 during a representative measurement period prior to the end of the reporting year. This resulted in an award for 3,371,640 ordinary shares. Expense recognition in the profit or loss In 2024, EUR 625 thousand has been recognised within employee benefit expenses in profit or loss (2023: EUR 625 thousand) related to the total cost of the LTIP 2021-2024. 17. Income taxes Amounts recognised in profit or loss In thousands of euro 2024 2023 (restated)Current tax expenseCurrent income tax expense / (income) - -Adjustments for previous years - 80Deferred tax expense:Changes in tax rates - -Reduction in tax rate - -Recognition of previously unrecognised tax losses - -(De)recognition of previously unrecognised deductible - -temporary differencesMovements in deferred tax assets and liabilitiesTotal tax expense - 80 In financial year 2023, a tax benefit was recorded related to the 2022 tax return. The amounts directly recognised in equity relate to equity-settled share-based payment expenses and the purchase of treasury shares. FINANCIAL STATEMENTS 117 Reconciliation of effective tax rate In thousands of euro Tax Tariff 2024 2023 (restated)Loss before tax from continuing operations (4,266) (3,048)Tax using the Company’s domestic tax rate 25.80% 1,101 786Reduction in tax rate -6.80% (290) (207) • Current-year losses for which no deferred tax asset is -19.00% (811) (579)recognisedRecognition of previously unrecognised tax - 80 FINANCIAL STATEMENTS 118 The group has not recognised deferred tax assets related to unused tax losses. However, it is expected that taxable profits will be available in the near future against which the group can utilise these benefits. 18. Property, plant, and equipment In thousands of euro Buildings Other assets TotalCostBalance at 1 January 2023 61 238 299Additions (61) (85) (146)Balance at 31 December 2023 - 153 153Additions - 56 56Balance at 31 December 2024 - 209 209 FINANCIAL STATEMENTS 119 Accumulated depreciation and impairment losses In thousands of euro Buildings Other assets TotalAccumulated depreciation and impairment lossesBalance at 1 January 2023 13 45 58Additions (13) (6) (19)Balance at 31 December 2023 - 39 39Additions - - -Depreciation - 26 26Balance at 31 December 2024 - 65 65 FINANCIAL STATEMENTS 120 Carry amounts In thousands of euro Buildings Other assets TotalCarrying amountsat 1 January 2023 60 238 298at 31 December 2023 73 244 317at 31 December 2024 - 144 144 19. Intangible assets Internal developed Domain In thousands of euro GoodwillTotalsoftwarenameCostBalance at 1 January 2023 36 320 83 439Additions - - - -Disposals - - - -Reclassification to assets held for Sale (36) - - (36)Balance at 31 December 2023 - 320 83 403Additions - 46 2 48Balance at 31 December 2024 - 366 85 451 Goodwill During financial year 2023 Static Corporation B.V. was divested for the consideration of EUR 0. Accordingly, the associated recorded goodwill amounting to EUR 36 thousand was fully impaired as part of the loss on disposal. Domain name In financial year 2022 DGB acquired the domain name green.earth for the consideration of EUR 78 thousand. Internal development software The development software is related to the internally developed software for our sustainable solutions services. In prior reporting periods, the Group classified development costs related to Carbon Credit Units as intangible assets, recognizing them as projects measured at fair value through other comprehensive income. These costs have now been reclassified as inventories, measured at the lower of cost and net realisable value. Inventories relating to carbon credits that are still under development and not expected to be realized within the next twelve months are presented as other non-current assets (note 23). FINANCIAL STATEMENTS 121 Accumlated depreciation and impairment losses Internal developed Domain In thousands of euro GoodwillTotalsoftwarenameAccumulated depreciation and impairment lossesBalance at 1 January 2023 - 3 9 12Amortisation - 21 17 38Balance at 31 December 2023 - 24 26 50Amortisation - 30 17 47Balance at 31 December 2024 - 54 43 97Carrying amountsat 1 January 2023 36 320 83 439at 31 December 2023 - 296 57 353at 31 December 2024 - 312 42 354 FINANCIAL STATEMENTS 122 The amortisation of development costs and the domain name are included in the administrative expenses. Management performed the annual impairment test and concluded that there is no indication for impairment. In thousands of euro 2024Balanced as at 1 January 2024 317Share of results recognised in income (37)Disposals (280)Balance as at 31 December 2024 - FINANCIAL STATEMENTS 123 20. Equity-accounted investees In June 2024, DGB decreased its investments in CoreKees Management (Green Fuel Investment B.V.) from 50% to 10%, for a consideration of EUR 500 thousand. Consequently, DGB lost significant influence over this investment and the 10% investment was reclassified from an associate recognised at the equity method to a financial asset at Fair Value through Profit & Loss. The carrying amount of the investment at the date of disposal was EUR 280 thousand and a gain on sale was recognised for EUR 270 thousand. The carrying amount of equity-accounted investment has changed as follows in 2024: The share of profit of equity-accounted investees, net of tax The share of profit of equity-accounted investees, net of tax amounting to EUR 233 (2023: EUR (77)) consist out DGB’s share of net loss after tax in CoreKees for EUR (37) (2023: EUR (77)) and the recognised gain on sale relating to the disposal of 40% interest in CoreKees for EUR 270. In thousands of euro 2024 2023Percentage ownership interest 50% 50%Non-current assets 9 9Current assets 231 301Non-current liabilities (21) (21)Current liabilities (52) (47)Net Assets (100%) 167 242Group’s share of net assets 50% 84 121Revenue 123 313Profit from operations (100%) (196) (154)Other comprehensive income (100%) - -Total comprehensive income (100%) (73) (154)Total comprehensive income (50%) (37) (77)Elimination of intercompany transactions - -Group’s share of total comprehensive income (37) (77) The following table summarises the financial information of CoreKees as included in its own financial statements, adjusted for fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the summarised financial information to the carrying amount of the Group's interest in CoreKees. The information for 2023 presented in the table includes the results of CoreKees for the period from 1 January to 31 December 2023. The information for 2024 includes the results of CoreKees only for the period from 1 January to 30 June 2024, because CoreKees became a financial asset measured at Fair Value through Profit & Loss as from that moment. FINANCIAL STATEMENTS 124 21. Financial asset measured at fair value through profit or loss Management estimated the fair value of the retained 10% interest in CoreKees Management to be EUR 50 thousand, because this fair value is in line with the sales consideration received for the sale of the 40% interest in CoreKees Management. Based on the recent transaction, the valuation of a 10% stake ranges from EUR 50 thousand to EUR 500 thousand, depending on the specific terms of the deals and prevailing market conditions. Given the heightened risk factors that could impact future performance, market dynamics, and potential liquidity challenges, a conservative valuation approach has been adopted. Given the limited time between the transaction date and the reporting period end of 31 December, no changes were measured in the fair value of the 10% interest in CoreKees management. The profit or loss associated with the sale of the 40% interest in CoreKees Management was determined as follows: FINANCIAL STATEMENTS 125 In thousands of euro 2024Proceeds from disposing 40% interest 500Fair value of retained 10% interest (Note 18) 50550Carrying amount investment at the date of disposal (280)Gain on sale of 40% interest 270 22. Financial asset at amortised cost It was agreed between DGB and Van Heeswijk Holding B.V. (“VHH”) as part of the 40% interest sale in CoreKees Management that a loan for the amount of EUR 500 thousand was issued by DGB towards VHH for a loan period of 3 years with 5% annual compound interest. Furthermore, there is no obligation to repay the nominal loan or compounded interest throughout the loan period by VHH. However, part of the full loan repayments are allowed before the end date. VHH granted a first right of pledge towards DGB on the purchased 80 shares of GFI (40%) until the full sale consideration has been fulfilled towards DGB. The loan to VHH is presented under the non-current assets due to its long-term nature. The fair value of the issued loan is also not significantly different from the carrying amount. All of the financial assets at amortised cost are denominated in EUR. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity. Financial assets at amortised cost include the following: FINANCIAL STATEMENTS 126 The loss allowance of EUR 50 thousand as at 31 December 2024 relating to the loan is based on management’s assumption about the risk of default and expected loss rate (10%). The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history and existing market conditions, as well as forward-looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in the tables above. In thousands of euro 2024Balance at 1 January 2024 -Loan 500Accrued interest 15Less: Loss Allowance (50)Balance as at 31 December 2024 465 FINANCIAL STATEMENTS 127 In thousands of euro 2024 2023 (restated)Carbon credits (validated and verified) 59 -Total inventories 59 -Non-current inventories not included above 5,894 3,902 The non-current inventories not included above relate to carbon credits under development and are presented as other non-current assets. In prior reporting periods, the Group classified development costs related to Carbon Credit Units as intangible assets, recognizing them as projects measured at fair value through other comprehensive income. These costs have now been reclassified as inventories, measured at the lower of cost and net realisable value. Carbon credits – under development As at 31 December 2024, the inventory of carbon credits under development consists of the Afforestation, Reforestation and Revegetation (“ARR”) projects in Cameroon, Kenya, and Uganda and the Cookstoves project in Kenya. The following table summarises the inventory carbon credits under development project balances as at December 31, 2024 and December 31, 2023: 23. Inventories In thousands of euro 2024 2023Kenya ARR project 1,104 593Cameroon ARR project 2,210 1,718Uganda ARR project 881 379Kenya Cookstoves project 1,699 1,211Total 5,894 3,902 FINANCIAL STATEMENTS 128 Cameroon ARR project In 2021, the Company, through DutchGreen project Management B.V. (“DutchGreen”) as project developer, entered into a project agreement with Green Zone International Cameroon Ltd., as in-country project implementer, to facilitate the development of a large-scale nature-based carbon removal project, focused on restoring nature, creating forests, and promoting sustainable development in the Cameroon Congo Basin Region. The project’s aim is to facilitate the planting of approximately 9.1 million trees. The project is expected to generate an estimated 7.8 million nature-based removal carbon credits issued over an expected 41-year project life. Kenya ARR project In 2021, the Company, through DutchGree as project developer, entered into a project agreement with AIAT as in-country project implementer, to facilitate the development of a large-scale nature-based carbon removal project, focused on restoring nature, creating forests, and promoting sustainable development in the Mount Kenya and Aberdare regions. The project’s aim is to facilitate the planting of approximately 6.7 million trees. The project is expected to generate an estimated 5.1 million nature- based removal carbon credits issued over an expected 41-year project life. Uganda ARR project In 2022, the Company, through DutchGreen as project developer, entered into a project agreement with BCCP as in-country project implementer, to facilitate the development of a large-scale nature-based carbon removal project, focused on restoring nature, creating forests, and promoting sustainable development in the Bulindi region. The project is expected to generate an estimated 10.1 million nature- based removal carbon credits issued over an expected 41-year project life. Kenya Cookstoves project In 2021, the Company, through DutchGreen as project developer, entered into a project agreement with AIAT as in-country project implementer, to facilitate the development of a large-scale nature-based carbon removal project, focused on restoring nature, creating forests, and promoting sustainable development in the Mount Kenya and Aberdare regions. The project’s aim is to facilitate the producing and distribution of cookstoves. The project is expected to generate an estimated 2.5 million nature-based removal carbon credits issued over an expected 7-year project life. Carbon credits – validated and verified As at 31 December 2024, the total inventory of carbon credits validated and verified was valued at EUR 59 thousand (2023: nil). The Company’s carbon credit inventory available for sale and held as at 31 December 2024, consists solely of carbon credits validated and verified from the Kenya Cookstoves Project carbon credits. The Company had no carbon credit inventory validated and verified as at 31 December 2023. In 2024, inventories of EUR 3 thousand (2023: nil) were recognised as an expense during the year and included in the cost of sales. 24. Trade and other receivables In thousands of euro Note 2024 2023Trade receivables 40 -Prepayments 50 -Receivables due from related parties 362 5,564Other trade receivables 46 -Total 498 5,564 On 27 December 2024, DGB Group N.V. entered into a legally binding settlement agreement with the Dutch Green Foundation (also referred to as the PAN Foundation) in relation to an outstanding receivable that originated in 2020. This receivable was initially recognised when the Foundation acquired a majority shareholding in DGB Group N.V. during a strategic restructuring and simultaneously assumed a loan obligation totalling €5.493.279. The intention from inception was that the Foundation would divest the acquired shares over time and use the proceeds to repay the loan to the Company. Under the terms of the settlement agreement, DGB reacquired 5,525,000 unlisted ordinary shares from the Foundation as part of its share buyback program in exchange for full settlement of the outstanding receivable. All previously recognised interest amounts were corrected retrospectively in accordance with IAS 8 and have been removed from retained earnings. Following the transaction, the Foundation no longer holds any equity or debt instruments issued by DGB Group N.V., and the Company’s capital structure has been fully reconciled as of the settlement date. FINANCIAL STATEMENTS 129 25. Cash and cash equivalents In thousands of euro 2024 2023 (restated)Bank balances 460 94Cash and cash equivalents in the statement 460 94of financial position Cash and cash equivalents are at free disposal of the Group. FINANCIAL STATEMENTS 130 26. Capital and reserves Share capital and share premium In shares Ordinary shares issued Treasury shares held Ordinary shares outstandingPosition at 1 January 2023 11,400,209 (530,558) 10,869,651(Re)Issued / purchased shares in 2023 - 383,362 383,362Position at 31 December 2023 11,400,209 (147,196) 11,253,013Sold treasury shares under facility agreement - (2,207,430) (2,207,430)Position at 31 December 2024 11,400,209 (2,354,626) 9,045,583 All ordinary shares rank equally with regard to the Company’s residual assets. FINANCIAL STATEMENTS 131 Ordinary shares Holders of these shares are entitled to dividends if declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are sold. On 31 December 2024, the Company held 5,525,000 ordinary shares as treasury shares as a result of the share buyback described in note 21. In the first quarter of 2025, 3,371,640 of these shares were reissued to the Board of Directors in settlement of the equity-settled long-term incentive plan. As a result, the Company held 2,354,626 ordinary shares as treasury shares. Treasury shares do not carry dividend rights or voting rights while held by the Company. In accordance with IAS 33 – Earnings per Share, they are excluded from the calculation of the weighted average number of shares outstanding for both basic and diluted earnings per share. The Company’s authorised capital is 11,400,209 shares. Priority shares The 100 priority shares are held by Ms Van der Meulen. Reserves Other reserves Other reserves comprise past retained earnings allocated to the reserves and treasury shares. Convertible notes The reserve for convertible notes comprises the amount allocated to the equity component for the convertible notes issued by the Company in 2023. Capital management The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and market confidence and to sustain future development of the business. The activities of the Company depend on the appetite of investors. Investments can be financed through either equity and/or borrowings. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net debt is calculated as total liabilities less cash and cash equivalents. Equity comprises all components of equity. FINANCIAL STATEMENTS 132 Net debt to equity The Group’s net debt to equity ratio at 31 December 2023 was as follows. In thousands of euro 2024 2023 (restated)Total liabilities 14,379 7,950Less: cash and cash equivalents (460) (94)Net debt 13,919 7,856Total equity (6,455) 2,649Net debt to adjusted equity ratio -216% 297% FINANCIAL STATEMENTS 133 Bonds In 2024, a total of 4.9 million bonds were issued. Certain bondholders have opted to compound their interest, resulting in EUR 125 thousand in compound interest accrued over the year. As of now, the portion of the bond liability expected to mature in 2025 amounts to EUR 1,182 thousand. Interest on the bonds is payable quarterly, and bondholders may choose to receive interest either as a cash payment or by having it compounded into the bond’s principal value. Other loans Convertible notes In 2023, a short-term convertible loan with a value of EUR 98 thousand was converted into equity shares. Lease liabilities The lease liabilities relate to company cars acquired with financial leases. The company cars are collateral for the financial lease agreements. In thousands of euro Note 2024 2023 (restated)Non-current liabilitiesBonds 9,481 5,562Lease liabilities 57 969,538 5,658Current liabilitiesBonds 1,183 -Convertible notes - 98Lease liabilities 19 41Total 1,202 139 27. Borrowings FINANCIAL STATEMENTS 134 An accrued compound interest amount of EUR 125 thousand has been recorded under Bonds. These bonds carry a coupon rate of 8%, and their durations range from 3 months to 4 years. Non-current liabilities ConvertibleLease In thousands of euro BondsTotalnotesliabilitiesBalance at 1 January 2023 1,978 68 144 2,190Redeemed as part of the asset/liability transaction - (68) (7) (75)Issued new liability part of convertible loan - - - -Issued new loans 3,584 98 - 3,682Issued new contract - - - -Issued new lease - - - -Total amount of loans 5,562 98 137 5,797Current part of loans - (98) (41) (139)Balance at 31 December 2023 5,562 - 96 5,658Redeemed as part of the asset/liability transaction - - (20) (20)Issued new liability part of convertible loan - - - -Issued new loans 5,102 - - 5,102Issued new contract - - - -Issued new lease - - - -Total amount of loans 10,664 - 76 10,740Current part of loans (1,183) - (19) (1,202)Balance at 31 December 2024 9,481 - 57 9,538 FINANCIAL STATEMENTS 135 In thousands of euro Note 2024 2023Trade payables 241 228Accrued expenses 277 118Accrued salaries, holiday allowance and other benefits 45 -Bank overdraft (credit card) 53 60VAT, social securities and other taxation - -Advance received payments 1,194 111Other accruals and payables - -Total 1,810 517 28. Current liabilities In 2024, advance payments were received for private placement share deliveries scheduled for 2025. FINANCIAL STATEMENTS 136 29. Financial instruments – Fair values and risk management Because DGB has investments at FVTPL (10% CoreKees) and Borrowings with fixed interest rates but also special terms, the FV could deviate. Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. FINANCIAL STATEMENTS 137 2024 2023Note Carrying amount Fair value Carrying amount Fair valueLevel 3 Level 3Financial assets measured at fair value 50 50 - -Financial Assets not measured at fair value Loans 76 - 137 -Trade and other receivables 498 - 5,564 -Cash and cash equivalents 460 - 94 -Financial liabilities not measured at fair valueBorrowings 10,664 - 5,562 - Contract liabilities amounting to EUR 1,771 thousand are recognised under IFRS 15 and thus not included. Measurement of fair values The Group holds an investment in equity shares of CoreKees with a fair value of EUR 50 thousand at 31 December 2024 (2023: EUR nil). The fair value of this investment was categorised as Level 3 at 31 December 2024 (for information on the valuation technique, see Note 18). This was because the shares are not listed on an exchange, but there were recent observable arm's length transactions in the shares resulting from the disposal of the 40% interest in CoreKees. The majority of the financial assets and liabilities are measured at amortised cost, which approximates the fair value. Financial risk management The Group has exposure to the following risks arising from financial instruments: • credit risk; • liquidity risk; and • market risk. Risk management framework The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Due to the absence of non-executive directors, the Board of Directors is also responsible for monitoring compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment where all employees understand their roles and obligations. The Board of Directors engaged a specialised firm by the end of 2021 to assist in its oversight role by third line of defence. This firm undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It arises principally from the Group’s receivables from customers and related parties. The carrying amounts of financial assets and contract assets represent the maximum credit exposure. Impairment losses on financial assets and contract assets recognised in profit or loss were as follows. FINANCIAL STATEMENTS 138 FINANCIAL STATEMENTS 139 Impairment losses The Board of Directors analyses each new customer individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, if they are available, financial statements, credit agency information, industry information, and in some cases, bank references. The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period for individual and corporate customers, respectively. The Group held cash and cash equivalents of €460,000 on 31 December 2024 (2023: €94,000). The cash and cash equivalents are held with financial institution counterparties, which are rated AA to AA+ based on the most common rating agencies (eg Moody’s). No impairment on cash and cash equivalents has been measured on a 12-month expected-loss basis and reflects the short maturities of exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next 90 days. Contractual cash flows per 31 December 2024 31 December 2024 Contractual cash flowsIn thousands of euroCarrying 3 monthsMore thanFinancial liabilityTotal3-12 months 1-2 years 2-5 yearsamountor less5 yearsConvertible notes - - - - - - -Lease liabilities 76 76 4 15 57 - -Bonds 10,664 10,664 100 1,082 5,130 4,352 -Contract liabilities 1,771 1,771 131 - 784 856 -Liabilities due to related parties - - - - - - -Trade payables third parties - - - - - - -Accrued expenses - - - - - - -Other payables 1,868 1,868 - 1,868 - - --Total 14,379 14,379 235 2,965 5,971 5,208 - FINANCIAL STATEMENTS 140 Contractual cash flows per 31 December 2023 31 December 2023 Contractual cash flowsIn thousands of euroCarrying 3 monthsMore thanFinancial liabilityTotal3-12 months 1-2 years 2-5 yearsamountor less5 yearsConvertible notes 98 98 - 98 - - -Lease liabilities 137 137 12 29 32 64 -Bonds 5,562 5,562 - - - 5,562 -Contract liabilities 1,547 1,547 - - - 1,547Liabilities due to related parties - - - - - - -Trade payables third parties - - - - - - -Accrued expenses - - - - - - -Other payables 606 606 - 606 - - -Total 7,950 7,950 12 733 32 7,173 - FINANCIAL STATEMENTS 141 FINANCIAL STATEMENTS 142 Market risk Market risk is the risk that changes in market prices—eg foreign exchange rates, interest rates, and equity prices—will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising return. The Group uses no derivatives to manage market risks. Generally, the Group seeks to apply natural hedges to manage volatility in profit or loss. All interest-bearing financial assets and financial liabilities are subject to fixed interest rates. Although this increases market risk, the Group accepts this risk above the risk for unpredictable cash inflows and outflows. The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currency of the Group which is euro. The currencies in which these transactions are primarily denominated are euro and US dollars. The current exposure of the mismatch between currencies is acceptable for management. If exposure increases in the future, management will consider mitigating that risk accordingly on a transaction-by-transaction basis by using forward exchange contracts to hedge its currency risk. Exposure to currency risk As per 31 December 2024, the exposure regarding currency risk is as follows: • $150,000 for project costs for an external supplier. 30. Commitments List of subsidiaries Below is a list of subsidiaries at 31 December 2024 and 31 December 2023. FINANCIAL STATEMENTS 143 Name 2024 2023DGB Supply & Services B.V. 100% 100%DutchGreen Project Management B.V. 100% 100%GreenTech Solutions B.V. 100% 100%Hongera Afforestation and Reforestation B.V. 100% -Hongera Energy Efficient Cookstoves B.V. 100% -Static Corporation B.V. - 75% FINANCIAL STATEMENTS 144 Update on CIP agreement Since 2021, the Group engaged with Climate Investment Partners, which specialises in providing technical carbon accounting consultancy for nature-based solutions, to perform services amounting to $150,000. Climate Investment Partners strongly focuses on strategic collaborations and an impressive track record of professional experience across various countries, aligning with DGB's commitment to conserving and restoring natural ecosystems. Climate Investment Partners meets high social and environmental performance standards, accountability, and transparency, making them an ideal partner for DGB in its mission to develop and manage carbon projects that deliver genuine positive impacts. Clause relating to the issued loan for CoreKees mechanism DGB retains the 20 shares, representing 10% of the total share capital in CoreKees Management B.V. Both Corekees and Van Heesewijk Holding B.V. have committed to actively support the sale of these remaining shares to one or more third-party buyers. Their responsibilities include providing marketing support, identifying and engaging potential buyers, and facilitating the successful execution of the transaction. The amount of compensation is determined as follows: • When the sales consideration is or below EUR 500 thousand, this amount is set to be the compensation and will be used by VHH as part of repaying their outstanding loan towards DGB. • When the sales consideration is above EUR 500 thousand, an amount of EUR 500 thousand is set to be the compensation and will be used by VHH as part of repaying their outstanding loan towards DGB. Funding commitments entered for Carbon Credit projects All commitments with external project implementers provide DGB the flexibility to upscale or downscale the number of hectares planted or cookstoves produced, as needed. These agreements do not impose any binding obligations on DGB. Fiscal unity As of 2024, all subsidiaries are part of a fiscal unity for corporate income tax purposes. 31. Related parties Transactions with key management personnel Key Management Personnel of the Company is the Board of Directors and the Supervisory Board. The Board of Directors consisted in 2024 of Mr S A M Duijvestijn (CEO). In thousands of euro 2024 2023Short-term employee benefits 305 329Post-employment benefits - -Other long-term benefits - -Termination benefits - -Share-based payments 848 8371,153 1,166 FINANCIAL STATEMENTS 145 FINANCIAL STATEMENTS 146 Related Parties Disclosure This note provides the required disclosures regarding related party relationships and transactions in accordance with International Accounting Standard 24 (IAS 24) – Related Party Disclosures. Related parties include individuals or entities with control, joint control, or significant influence over the reporting entity, key management personnel, and close family members of such individuals, as well as entities under common control or significant influence. DGB Group N.V. operates under a one-tier board structure comprising executive and non-executive directors. The sole executive director during the reporting period was Mr. Selwyn Duijvestijn, who has day-to-day executive responsibilities and strategic control over the Group’s operations. Key management personnel further include Mr. Niels van Houdt (Finance Director) and Mr. Thomas Donia (Operations Director), both of whom hold authority and responsibility for planning and directing significant business activities of the Group. Mr. Thomas Donia was previously engaged by the Group via a third-party service provider, Elephant Operations & Services, prior to his formal employment. Payments made to Elephant Operations & Services for services rendered by Mr. Donia.. These transactions are considered related party transactions and have been disclosed accordingly. The Prosper and Nature Foundation is considered a related party due to its historic shareholding and control over the Company. The Foundation was established in 2020 to temporarily stabilise the shareholder structure of the Group following the divestment of its operating subsidiaries. Mr. Selwyn Duijvestijn was one of the original founders of the Foundation. During this transitional phase, the Foundation acquired all shares in DGB Group and assumed a loan receivable owed to DGB. This structure was dissolved, and a settlement was reached on 27 December 2024. Further information on this transaction is provided in Note 21. Ms. Hilda van der Meulen, who previously served as a board member of the PAN Foundation, holds 100 priority shares in DGB Group and maintains a close personal relationship with Mr. Selwyn Duijvestijn. Given the combination of her governance role in a related entity and her personal affiliation with the Group’s CEO, both individuals are disclosed as related parties in accordance with IAS 24. Mr. Selwyn Duijvestijn has indicated that from H2 2025 he will play an active role in the day-to-day operations of the Green Carbon Fund, an early-stage carbon investment fund based in the United States. The Fund is engaged in a €2.5 million transaction with DGB Group, including a €1.25 million prepayment. In light of this connection, this is disclosed in accordance with IAS 24. Mr. F. Bleijenberg, a significant shareholder, holds €1,000 in Green Bonds issued by DGB Group N.V. Although the amount is not material, this holding is disclosed for the sake of completeness and transparency. Loan and related interest income Transaction values for the yearBalance outstanding ended 31 Decemberas at 31 DecemberIn thousands of euro 2024 2023 2024Loan and related interest incomeStichting Dutch Green Foundation - Interest resp. loan - - -Stichting Dutch Green Foundation - current account N/A N/A -CEO - current account N/A N/A 361 All outstanding balances with related parties are conducted on an arm’s length basis. These balances are unsecured, bear interest at a rate of 3% per annum, and are to be settled in cash. No expense has been recognised in the current year or prior year for bad or doubtful debts in respect of amounts owed by related parties. The current account position includes a balance with the CEO, Mr. Selwyn Duijvestijn, which relates to pre-funded expansion initiatives. These initiatives, while potentially strategically significant for DGB Group in the future, remain in the early stages of development and are not yet considered appropriate for direct involvement by the company. Accordingly, the financial exposure associated with these activities is carried personally by the CEO and not by DGB Group. The terms of the arrangement, including the 3% interest rate, reflect market conditions and are consistent with an arm’s length transaction. The outstanding balance is expected to be fully repaid before the end of the 2025 financial year. FINANCIAL STATEMENTS 147 Long-term incentive plan settlement On 24 March 2025, the long-term incentive plan (2021–2024) for the CEO of DGB was formally settled. The plan, which was initiated on 1 January 2021 and spanned a four- year period, was designed to reward the achievement of five predefined strategic milestones aligned with the Group’s long-term value creation objectives. As all five milestones were successfully achieved before 31 December 2024, the CEO became entitled to the full performance-based award of €2,500,000, to be settled entirely in equity. The number of shares to be granted was calculated based on the weighted average share price over a representative period prior to year-end 2024, resulting in a total allocation of 3,371,640 shares. These awards were exclusively granted using shares repurchased under DGB’s previously concluded share buy- back programme, ensuring no dilution for existing shareholders. This strategic move allows DGB to maintain its capital structure while recognising and incentivising employees and board members who have delivered exceptional performance and met predefined strategic milestones. 32. Subsequent events Full share listing on Euronext Amsterdam On 10 March 2025, DGB successfully completed the admission of all its issued ordinary shares to trading on Euronext Amsterdam. This step involved the listing of 7,348,174 previously unlisted shares, resulting in the full tradability of all 11,400,209 ordinary shares under the ticker symbol 'DGB' and ISIN code NL0009169515. While all shares have always belonged to a single class with identical rights, this development enhances the market accessibility and liquidity of the Company’s shares for both institutional and private investors. The completion of this listing further strengthens DGB’s profile as a transparent and fully tradable public company. Private placement and share capital increase On 19 March 2025, DGB successfully completed a private placement of new ordinary shares, raising €725,000 in additional capital to support the Group’s expanding pipeline of nature-based carbon and biodiversity projects. The placement was subscribed by a group of strategic investors and reflects continued market confidence in the Group’s mission and growth trajectory. As part of this transaction, 2,086,250 new ordinary shares were issued, each carrying one voting right. Following this issuance, the total number of issued and outstanding ordinary shares in DGB increased to 13,486,559. FINANCIAL STATEMENTS 148 FINANCIAL STATEMENTS 149 Shareholding structure The total number of ordinary shares under option now stands at 1,974,730, representing approximately 14.6% of DGB’s current issued share capital. Based on the most recent filings with the AFM, the following shareholders each hold 3% or more of DGB’s issued share capital: • S.A.M. Duijvestijn (CEO): 25.00% • T. Donia (Director of Operations): 4.35% • H. Bleijenberg: 4.15% • F. Bleijenberg: 4.08% • M.H.B. Kok: 2.26% Auditor appointment On 24 April 2025, an Extraordinary General Meeting was convened to formally appoint GCP Auditors Ltd (“GCP”) as DGB’s external audit firm. This appointment ensured the timely completion of the 2024 audit and the publication of audited financial statements. GCP is a registered Public Interest Entity (PIE) audit firm, fully accredited by the AFM. The audit was led by a Dutch external accountant registered with both the NBA and the AFM, ensuring full compliance with all regulatory standards. Corporate rebranding to Green Earth Group Following the balance sheet date, DGB Group has formally initiated a comprehensive corporate rebranding strategy that signals a major evolution in its identity and operations. Subject to shareholder approval at the upcoming Annual General Meeting, the Company intends to change its name to Green Earth Group, with the transition expected to take effect on 1 September 2025. This rebrand reflects the company’s transformation from a focused carbon project developer into a broader environmental and sustainable commodities enterprise. The new identity aligns with a matured and expanded business model that integrates four interconnected areas of activity. First, the company continues to develop certified environmental assets—such as carbon, biodiversity, and plastic credits—which serve as financial mechanisms to support large-scale ecological restoration. Second, within these restored landscapes, Green Earth Group cultivates regenerative products like coffee, cocoa, avocado, and honey, thereby turning environmental recovery into tangible agricultural output. Third, the Company enhances the value of these products through investments in processing, packaging, traceability, and logistics, creating a smart value chain that preserves the integrity and market readiness of natural commodities. Finally, the Company provides consulting services and digital tools— including the CO₂.expert platform—to help clients measure, manage, and reduce their environmental impact, supported by robust ESG advisory expertise. The name change will be accompanied by formal updates to the Company’s listing on Euronext Amsterdam. It is important to note that this rebranding will not affect the legal entity, governance structure, or existing contractual obligations of DGB Group. All agreements will remain in force under the new brand name. This strategic rebranding reinforces the Company’s long-term vision: to integrate nature and finance through credible, scalable, and measurable impact across both environmental and economic domains. FINANCIAL STATEMENTS 150 Board of Directors Structure The Company intends to expand its Board of Directors during the second half of 2025. Operating under a one-tier board model in accordance with Dutch corporate governance standards, the board is expected to be expanded to a minimum of three members. Until now, the absence of a PIE-qualified auditor made it impossible to attract suitable board members. This expansion will include the formal appointment of two non-executive directors with independent, supervisory profiles, as well as the potential appointment of additional executive director(s) selected from the current senior management team. These appointments are planned to take place following the completion of the financial audit and will be submitted to the General Meeting of Shareholders in line with statutory procedures. This development aligns with the governance roadmap communicated during the Annual General Meeting held on 6 July 2023 and reflects DGB ’s commitment to strengthening independent oversight, transparency, and effective strategic execution. Financial statements - Company only ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Company statement of financial position as at 31 December 2024 Statement of financial position (before Appropriation of Result) In thousands of euro Note 2024 Restated for 2023 Assets Property, plant and equipment 18 144 114 Intangible assets 35 43 57 Investments accounted for using the equity method 36 - 433 Financial asset at fair value through profit & loss 20 50 - Financial asset at amortized costs 20 465 - Non-current assets 702 604 Trade and other receivables 37 4,848 8,190 Cash and cash equivalents 38 420 89 Current assets 5,268 8,279 Total assets 5,970 8,883 FINANCIAL STATEMENTS - COMPANY ONLY 152 See note 34 for details regarding the restatement as a result of errors. Equity 39 Share capital 228 228 Share premium 11,152 11,152 Share Based Expenses reserve 3,264 2,396 Other reserves (16,833) (8,065) Retained earnings (4,266) (3,062) Shareholder's equity (6,455) 2,649 Liabilities Borrowings 40 9,538 5,658 Non-current liabilities 9,538 5,658 Borrowings 40 1,202 98 Current tax liabilities 58 89 Trade and other payables 42 1,627 389 Current liabilities 2,887 576 Total liabilities 12,425 6,234 Total equity and liabilities 5,970 8,883 FINANCIAL STATEMENTS - COMPANY ONLY 153 See note 34 for details regarding the restatement as a result of errors. Company statement of profit or loss In thousands of euro Note 2024 2023 Revenue 42 14 - Cost of sales - 14 Gross profit 14 (14) Other income 3 3 Selling and distribution expenses 43 (1,726) (1,754) Administrative expenses 43 (1,260) (709) Operating result (2,969) (2,474) Finance income - - Finance costs (1,297) (591) Net finance costs 44 (1,297) (591) Loss for the year (4,266) (3,065) Income tax expense 45 - 80 Loss after tax (4,266) (2,985) Share of profit of equity-accounted investees, net of tax - (77) Loss from continuing operations (4,266) (3,062) For the year ended 31 December 2023 FINANCIAL STATEMENTS - COMPANY ONLY 154 33. Accounting policies for the company financial statements The company financial statements of DGB Group N.V. are prepared in accordance with the Dutch Civil Code, Book 2, Title 9, with the application of the regulations of section 362.8 allowing the use of the same accounting policies as applied for the consolidated financial statements. A summary of the material accounting policies and a summary of the critical accounting estimates, assumptions and judgments are given in note 7 and note 7 respectively of the notes to the consolidated financial statements. Subsidiaries are valued using the equity method, applying the IFRS Accounting Standards as endorsed by the European Union. The Company will, upon identification of a credit loss on an intercompany loan and/or receivable, recognise a loss allowance. FINANCIAL STATEMENTS - COMPANY ONLY 155 FINANCIAL STATEMENTS - COMPANY ONLY 156 In thousands of euro As previously reported Adjustments As restated Total Assets 9,688 (805) 8,883 Property, plant and equipment 111 3 114 Intangible assets 52 5 57 Investments accounted for using the equity mehod 261 172 433 Trade and other receivables 9,235 (1,045) 8,190 Cash and cash equivalents 29 60 89 Total Liabilities 6,623 (388) 6,235 Total non-current liabilities 6,271 (612) 5,659 Borrowings 6,271 (612) 5,659 Total current liabilities 352 224 576 Borrowings 139 (41) 98 Current tax liabilities (6) 95 89 Trade and other payables 219 170 389 Total equity 3,065 (416) 2,649 Share capital 228 - 228 Share premium 11,152 - 11,152 Share Based Payment reserve - 2,396 2,396 Other reserves (6,091) (1,974) (8,065) Retained Earnings (2,224) (838) (3,062) As at 31 December 2023 34. Correction of errors Company Statement of Financial Position FINANCIAL STATEMENTS - COMPANY ONLY 157 Company statement of profit or loss In thousands of euro As previously reported Adjustments As restated Revenues - - - Cost of sales 87 (101) (14) Other income 3 - (3) Selling and distribution expenses (515) (1,239) (1,754) Administrative expenses (749) 40 (709) Finance Income (189) 189 - Finance costs (704) 113 (591) Share of profit of equity-accounted investees, net of tax (77) - (77) Income tax expense (80) 160 80 Loss for the period (2,224) (838) (3,062) For the year ended 31 December 2023 35. Intangible assets The intangible assets relate to the recorded domain name of EUR 42 thousand (2023: EUR 57 thousand). Additional information with respect to domain names is given in note 19 of the notes to the consolidated financial statements. FINANCIAL STATEMENTS - COMPANY ONLY 158 In thousands of euro Total Balance at 1 January 2023 411 Additions 84 Share of profit - Additions to provision (62) Balance at 31 December 2023 433 Additions - Share of profit (171) Additions to provision (604) Balance at 31 December 2024 - 36. Financial fixed assets FINANCIAL STATEMENTS - COMPANY ONLY 159 In thousands of euro Note 2024 2023 Receivables due from related parties 362 5,564 Prepayments 90 127 Current account positions with group companies 5,000 2,492 Additions to provisions (604) - Total 4,848 8,183 37. Trade and other receivables Receivable on related parties Additional information with respect to Receivables due from related parties is given in note 21 of the notes to the consolidated financial statements. FINANCIAL STATEMENTS - COMPANY ONLY 160 In thousands of euro 2023 2022 Bank balances 420 29 Call deposits - - Cash and cash equivalents in the statement of financial position 420 29 38. Cash and cash equivalents Cash and cash equivalents are at free disposal of the Company. FINANCIAL STATEMENTS - COMPANY ONLY 161 39. Shareholders’ equity Additional information is given in the consolidated statement of changes in equity and in note 23 of the notes to the consolidated financial statements. Movements in equity capital and reserves were as follows: Equity Share capital Share premium Share Based Expenses reserve Own shares Other Reserves Retained earnings Convertible loans Equity attributable to owners of the Company Balance at 31 December 2022 228 11,152 - - (5,505) 441 (1,051) 5,265 Correction previous year - - 1,522 (325) (527) - (1,107) (437) Balance at 1 January 2023 228 11,152 1,522 (325) (6,032) 441 (2,158) 4,828 Allocation results - - - - (2,158) - 2,158 - Loss for the period - - - - - - (3,062) (3,062) Equity-settled share-based payments - - 874 - - - - 874 Transfer of shares - - - 233 217 - - 450 Other movement - - - - - (441) - (441) Balance at 31 December 2023 228 11,152 2,396 (92) (7,973) - (3,062) 2,649 FINANCIAL STATEMENTS - COMPANY ONLY 162 FINANCIAL STATEMENTS - COMPANY ONLY 163 Equity Share capital Share premium Share Based Expenses reserve Own shares Other Reserves Retained earnings Convertible loans Equity attributable to owners of the Company Balance at 1 January 2024 228 11,152 2,396 (92) (7,973) - (3,062) 2,649 Allocation results - - - - (3,062) - 3,062 - Loss for the period - - - - - - (4,266) (4,266) Equity-settled share-based payments - - 868 - - - - 868 Transfer of shares - - - (628) (5,078) - - (5,706) Other movement - - - - - - - - Balance at 31 December 2023 228 11,152 3,264 (720) (16,113) - (4,266) (6,455) Share capital and share premium In shares Ordinary shares issued Treasury shares held Ordinary shares outstanding Position at 1 January 2023 11,400,209 (530,558) 10,869,651 Purchased shares in 2023 - 383,362 383,362 Position at 31 December 2023 11,400,209 (147,196) 11,253,013 Reissue treasury shares under facility agreement - (2,207,430) (2,207,430) Position at 31 December 2024 11,400,209 (2,354,626) 9,045,583 FINANCIAL STATEMENTS - COMPANY ONLY 164 FINANCIAL STATEMENTS - COMPANY ONLY 165 Ordinary shares Holders of these shares are entitled to dividends if declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are sold. On 31 December 2024, the Company held 5,525,000 ordinary shares as treasury shares as a result of the share buyback described in note 21. In the first quarter of 2025, 3,371,640 of these shares were reissued to the Board of Directors in settlement of the equity-settled long-term incentive plan. As a result, the Company held 2,354,626 ordinary shares as treasury shares. Treasury shares do not carry dividend rights or voting rights while held by the Company. In accordance with IAS 33 – Earnings per Share, they are excluded from the calculation of the weighted average number of shares outstanding for both basic and diluted earnings per share. The Company’s authorised capital is 11,400,209 shares. Priority shares The 100 priority shares are held by Ms Van der Meulen. Reserves Other reserves Other reserves comprise past retained earnings allocated to the reserves and treasury shares. Convertible notes The reserve for convertible notes comprises the amount allocated to the equity component for the convertible notes issued by the Company in 2023. Capital management The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and market confidence and to sustain future development of the business. The activities of the Company depend on the appetite of investors. Investments can be financed through either equity and/or borrowings. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net debt is calculated as total liabilities less cash and cash equivalents. Equity comprises all components of equity. In thousands of euro Note 2024 2023 Non-current liabilities Bonds 9,481 5,562 Contract liabilities - - Lease liabilities 57 97 Total 9,538 5,659 Current liabilities Bonds 1,182 - Convertible notes - 98 Contract liabilities - - Lease liabilities 20 41 Other loans 1,685 437 Total 2,887 576 FINANCIAL STATEMENTS - COMPANY ONLY 166 40. Borrowing Additional information is given in note 27 and note 28 of the notes to the consolidated financial statements. In thousands of euro Bonds Convertible notes Lease liabilities Other loans Total Balance at 1 January 2023 1,978 68 144 - 2,190 Redeemed as part of the asset / liability transaction - 30 (6) - 24 Issued liability part of convertible loan - - - - - Issued new loans 3,584 - - 259 3,843 Issued new contract Issued new lease - - - - - Total amount of loans 5,562 98 138 259 6,057 Current part of loans - (98) (41) (437) (576) Balance at 31 December 2023 5,562 - 97 (178) 5,481 Redeemed as part of the asset / liability transaction - - (20) - (20) Issued liability part of convertible loan - - - - - Issued new loans 5,101 - - 1,863 6,964 Issued new contract Issued new lease - - - - - Total amount of loans 10,663 - 77 1,685 12,425 Current part of loans (1,182) - (20) (1,685) (2,887) Balance at 31 December 2024 9,481 - 57 - 9,538 FINANCIAL STATEMENTS - COMPANY ONLY 167 In thousands of euro Note 2024 2023 Trade payables 58 60 Accrued expenses 277 118 Accrued salaries, holiday allowance and other benefits 45 - Bank overdraft (credit card) 53 61 VAT, social securities and other taxation - - Advance received payments 1,194 111 Other accruals and payables - 39 Total trade and other payables 1,627 389 41. Non-current liabilities FINANCIAL STATEMENTS - COMPANY ONLY 168 42. Revenue Additional information with respect to Revenue is given in note 10 of the notes to the consolidated financial statements. FINANCIAL STATEMENTS - COMPANY ONLY 169 43. Operational cost Operational cost consists of selling expenses and administrative expenses. Selling expenses can be specified as follows: In thousands of euro Note 2024 2023 Employee benefits 1,246 1,375 Marketing 457 373 Communication - - Other 23 6 Total 1,726 1,754 FINANCIAL STATEMENTS - COMPANY ONLY 170 Administrative expenses can be specified as follows: In thousands of euro Note 2024 2023 Employee benefits of the Board 384 338 ICT 90 103 Legal and administrative advise 479 22 Travel 136 117 Amortisation / depreciation 42 49 Other 129 80 Total 1,260 709 FINANCIAL STATEMENTS - COMPANY ONLY 171 Company statement of profit or loss Employee benefits can be specified as follows: In thousands of euro Note 2024 2023 Wages and salary 337 426 Social security cost 35 59 Equity-settled share-based payments (Note 13) 868 874 Other 6 16 Total 1,246 1,375 The average number of full-time equivalent (FTE) during the year under review, not including consolidated FTE figures, amounted to 2 FTE. For a breakdown of the employee benefits of the board, we refer to note 13 in the consolidated financial statements. FINANCIAL STATEMENTS - COMPANY ONLY 172 44. Net finance result In thousands of euro Note 2024 2023 Interest income under the effective interest method on: • Interest income from participants - - Total interest income arising from financial assets - - Financial liabilities under the effective interest method on: • Interest cost from other loans to group companies (102) (40) • Interest cost from related parties - (9) • Interest expenses from borrowings (Green Bonds) (887) (703) • Other (308) 161 Total interest cost arising from financial liabilities (1,297) (591) Net finance result recognised in profit or loss (1,297) (591) FINANCIAL STATEMENTS - COMPANY ONLY 173 45. Income taxes Amounts recognised in profit or loss In thousands of euro 2024 2023 Current tax expense Current year - - Changes in estimates related to prior years - - Deferred tax expense Origination and reversal of temporary differences - - Reduction in tax rate - - Recognition of previously unrecognised tax losses - 80 (De)recognition of previously unrecognised deductible temporary differences - - Tax expense on continuing operations - 80 FINANCIAL STATEMENTS - COMPANY ONLY 174 In thousands of euro Tax tariff 2024 2023 Profit before tax from continuing operations (4,266) (3,064) Tax using the Company’s domestic tax rate 25.80% 1,101 791 Reduction in tax rate -6.80% (290) (208) Tax effect of: • Current-year losses for which no deferred tax asset is recognised -19.00% (811) (582) Other - - Recognition of previously unrecognised tax losses - - FINANCIAL STATEMENTS - COMPANY ONLY 175 Commitments and contingent liabilities Guarantees The company is the head of the Dutch fiscal unity and, pursuant to standard conditions, has assumed joint and several liability for the tax liabilities of the fiscal unity. Sustainability reporting ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP SUSTAINABILITY REPORTING 177 Sustainability goals At DGB, our foremost goal is to restore the world’s natural ecosystems and degraded lands at scale. We believe that reversing environmental degradation is the most powerful way to protect biodiversity and secure a liveable planet for future generations. Through large-scale, nature-based projects, we regenerate forests, improve soil health, and bring life back to vulnerable landscapes. This commitment is not an add- on—it is the foundation of everything we do. By putting restoration first, we create lasting ecological value while empowering communities and delivering measurable environmental outcomes that benefit both people and the planet. Our focus: Restoring nature at scale DGB’s core mission is to restore nature and scale environmental solutions through large-scale, nature-based projects. These initiatives are designed to generate verified carbon units, support biodiversity, and create sustainable value for local communities—all aligned with the UN Sustainable Development Goals (SDGs). Key activities include: • Ecosystem restoration and afforestation in vulnerable regions; • Community-based carbon programmes delivering measurable climate benefits; • Promotion of circular economy models to reduce waste and improve efficiency. This focus on impact is not driven by regulation—it is embedded in our business model. Alignment with CSRD principles As a small listed company, DGB is not yet required to publish disclosures under the Corporate Sustainability Reporting Directive (CSRD). Full CSRD obligations will apply to small and medium-sized listed enterprises starting from the financial year 2026, with reporting due in 2027. However, DGB is already voluntarily aligning its strategy and actions with CSRD principles. This proactive approach reflects our commitment to environmental integrity, social responsibility, and ethical governance, even though formal disclosures are not yet mandated. We understand that the CSRD requires companies to report on material sustainability issues, environmental impact, social responsibility, and governance structures, and while we are not yet publishing sustainability disclosures, our operations and goals already embody these principles. In progress: B-Corp certification To further underwrite our sustainability goals, DGB is in the process of becoming a B-Corporation. This globally recognised certification measures and verifies a company’s environmental and social performance, transparency, and accountability. While we are still in progress, the B-Corp framework helps guide our internal improvements and sets a high benchmark for sustainability and stakeholder value creation—aligning with the long-term direction of CSRD, even in the absence of formal obligations today. We aim to achieve full B-Corporation certification in 2026. DGB will also be fully prepared to meet CSRD reporting requirements on time when they become mandatory in 2026. Outlook ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP OUTLOOK 179 Carbon market outlook Carbon credits allow organisations to reduce their emissions through offsets today, while taking cost-effective action to reduce future emissions through sustainability in their business models. With more than 142 countries and all member countries of the Organisation for Economic Co-operation and Development (OECD) adopting net-zero targets by 2050, carbon credits are an essential tool for businesses to achieve their sustainability goals. In 2021, the voluntary carbon market experienced record growth, reaching $2 billion, a fourfold increase compared to 2020. This momentum continued, and today the market is valued at $4.73 billion, with projections from leading firms such as EY, McKinsey, and BCG estimating the market could reach between $10 billion and $40 billion by 2030. This growth is driven by an increasing number of companies setting net-zero targets and a rising focus on removal credits, which directly lower existing emissions. DGB likewise sees a positive outlook for carbon credit markets as demand for high- quality credits increases. DGB foresees a significant price increment towards 2030 due to a shortage of carbon credits from removal projects. DGB predicts that the volume of credits required globally will increase at least 20-fold by 2035, with prices rising to a central estimate of $80–$150 per tonne by 2035. It forecasts a verified emissions reduction price rise of 9.5% to 15.0% per year towards 2035 and a 4.0% to 6.0% price increase from 2035 to 2050. McKinsey estimates that annual global demand for carbon credits could reach up to 1.5 to 2.0 gigatonnes of carbon dioxide by 2030. Depending on different price scenarios and their underlying drivers, the market size in 2030 could be between $5 billion and $30 billion at the low end and more than $50 billion at the high end. The Voluntary Carbon Market is thriving. Buyers expect the volume of emissions compensated through carbon credits to increase as more companies set net-zero targets. JANUARY 19, 2023 Prices for carbon could rise to a central estimate of $80–$150 per tonne by 2035 (in real 2020 dollars). In comparison, prices are currently $25 per tonne today. MAY 29, 2022 We continue building and expanding our portfolio. DGB is strategically positioned to capitalise on the anticipated market trends. Considering the future carbon credit price expectations set by leading analysts, we are not merely observing an upward trajectory in value; we are actively participating in a market poised for significant expansion. Our project pipeline positions DGB to leverage these trends, ensuring that our projects contribute not only to environmental sustainability but also to robust financial returns for our investors. After four years of design, development, and investment in our project pipeline, we are eager to see 2024 become our first revenue-generating year now that the first carbon credits of the pipeline will be issued this year. Selwyn Duijvestijn CEO PESSIMISTIC OUTLOOK OPTIMISTIC OUTLOOK per credit per credit per credit € 50 € 80 € 150 Carbon credit price outlook DGB anticipates price increments aligned with the EY Net Zero Centre's outlook, foreseeing a verified emission reduction price rise of 9.5% to 15.0% per year towards 2035. Industry analysts project substantial market growth, with estimates ranging from $30 billion to $100 billion by 2030, affirming the market's potential as a promising long-term investment opportunity. OUTLOOK 180 High-quality credits DGB emphasises the importance of high-quality credits. To be effective, carbon credits (carbon units) must be of high quality and integrity, which was not always the case in the early use of credits in the market. DGB recognises that, to give all stakeholders confidence that carbon credits are a legitimate part of the decarbonisation toolkit, will require further improvements in the quality and integrity of carbon credits and associated assurance processes. DGB is committed to developing high-quality carbon credit projects that deliver genuine positive impacts. We believe high-quality carbon credits will be scarce and expensive, as rising demand, a race to quality, and higher unit supply costs make high-quality credits increasingly valuable across all outlooks. DGB believes high-quality carbon credits are an essential part of the decarbonisation toolkit, enabling organisations to support immediate beneficial action on ecosystem restoration and nature conservation. Credits play a crucial role in compensating for hard-to-abate emissions from products or activities that lack low or zero emissions options and enable finance for local communities, biodiversity, and nature conservation. All our projects are certified by leading standards, such as Verra’s Verified Carbon Standard and the Gold Standard, ensuring their quality and impact. OUTLOOK 181 Project locations and diversification At DGB, diversification is a strategic priority—not just in geography, but also in the types of environmental solutions we deliver. While our roots lie in large-scale reforestation and ecosystem restoration, we are actively expanding our portfolio to include emerging credit types, such as plastic credits and biodiversity credits, driven by innovative methodologies and evolving environmental needs. This broadening of our impact areas strengthens both our environmental value and our business resilience. By venturing into complementary domains, we address a wider spectrum of global sustainability challenges and create more robust, future-proof revenue streams. As we grow, we will continue to diversify across ecosystems, project types, and markets—ensuring that DGB remains at the forefront of nature-based solutions and environmental finance worldwide. OUTLOOK 182 Terminology & definitions ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP A Additional Offsets - Carbon Offsets that would not have occurred if the project had not been implemented. Afforestation - planting new forests in habitas that previously did not have any trees. ARR - Afforestation, Reforestation, and Revegetation projects that aim to increase carbon stocks in forests and other vegetation by planting trees, restoring degraded forests, or re-establishing vegetation on non- forest land. AFM - Dutch Authority for the Financial Markets. AFOLU - Agriculture, Forestry and Other Land Use. AFOLU is category of carbon projects under various verification standards. AGM - Annual General Meeting of Shareholders. B Baseline - The scenario reasonably represents the emissions by sources of GHGs that would occur in the absence of the project. Baseline Study - Written report of the Baseline prepared as part of the Project Design Document. Biodiversity Credit - A biodiversity credit is an innovative approach to quantifying in a transparent way the net positive impacts of an investment on 1 hectare preserved, restored, or managed through sustainable land practices. BioFuel - A biomass-derived fuel, usually in liquid form. Bioethanol from sugarcane or maize, biodiesel from canola, soybeans etc. Biomass - Organic material from living or recently dead plants or animals. Blue Carbon - Blue carbon is the carbon absorbed and deposited in biomass and sediments by living organisms in coastal (e.g., mangroves, salt marshes, seagrasses) and marine environments. C CAGR - Compound annual growth rate. This rate is calculated as the value at the end of the period divided by the value at the beginning of the period, compounded by the respective period. California Cap and Trade Scheme - The California Cap and Trade Program is administered by the Western Climate Initiative (WCI) and controlled by the California Air Resources Board. Both jurisdictions' allowances can be used for compliance. The cap and trade scheme includes major electric power plants, large industrial plants, and gasoline distributors, among other sectors. Cap and Trade - A regulatory procedure puts a cap on the amount of greenhouse gas emissions that companies can emit. Firms that come in under their limitations have the option to trade (sell) their excess emission permits to other companies that have exceeded their limit. Carbon Allowances - Permissions (credits) to release greenhouse gases for participants in a controlled carbon market. Carbon Broker - Middlemen who do not hold carbon credits but enable transactions between project developers and end-users, merchants, and retailers. Carbon Budget - The maximum amount of CO2 that the world can release while still having a reasonable probability of keeping warming below the 2°C goal in the Paris Agreement. Carbon Calculator - An online tool that calculates the carbon footprint based on energy use, driving and flying habits, food, trash, recycling, and other factors. Carbon Credit/Unit (Carbon Offset) - A monetary value is ascribed to reducing or offset greenhouse gas emissions; this is a general term for any tradable certificate or permits reflecting emissions reductions. Equal to the offsetting of 1 tonne of carbon dioxide or carbon dioxide equivalent. Carbon Cycle - People and animals (source) use respiration to turn oxygen into carbon dioxide. Plants (sinks) absorb CO2 and release it back into the atmosphere. Over the seas, oceans both produce (source) and absorb (sink) carbon dioxide. Dead organic matter traps carbon underground in various forms, such as fossil fuels (sink), while volcanic eruptions (source) can release CO2 from carbonate rocks deep inside the Earth. This is the Carbon Cycle. Carbon Footprint (CO2 Footprint) - The quantity of carbon dioxide emitted into the atmosphere due to any given entity’s actions. Individuals, corporations, and even nations can have a carbon footprint. Carbon Market - A marketplace that treats emissions reductions as a commodity, where participating members can buy and sell carbon credits. Carbon Neutral (Carbonneutral) - Often known as having a net-zero carbon footprint, this is achieved by either reducing carbon emissions to zero or balancing a measurable quantity of carbon emitted with an equivalent amount offset. Carbon Sink - A carbon sink is any natural or manufactured reservoir that collects and stores any carbon-containing chemical component indefinitely, lowering CO2 concentrations in the atmosphere. The most important carbon sink on a global scale in the ocean. Carbon Source - Any source of carbon dioxide or equivalent greenhouse gases. People and animals, as well as seas and volcanic eruptions, are all-natural carbon sources. Carbon emissions from human-caused sources include the use of fossil fuels, automobile exhaust, deforestation, and manufacturing, building, and mining activities. CCA Futures - A futures contract for allowances issued by the California Cap and Trade Program. Expired contracts result in physical delivery of CCA allowances to the Compliance Instrument Tracking System Service (CITSS) registry. CCBS - Climate, Community & Biodiversity Standard. A project design, co-benefit certification standard of the voluntary carbon market. CCO Futures - A futures contract for California Air Resources Board offset credits that may be used to meet certain compliance responsibilities under the California Cap and Trade Program. TERMINOLOGY & DEFINITIONS 184 CCS - Carbon Capture and Sequestration (CCS). A process that separates (captures) a reasonably pure stream of carbon dioxide (CO2) from industrial and energy-related sources, conditions it, compresses it, and transports it to a storage site for long-term isolation from the atmosphere (sequestration). Carbon capture and storage is another term for it. CCS Carbon Capture and Storage - A process that separates (captures) a reasonably pure stream of carbon dioxide (CO2) from industrial and energy-related sources, conditions it, compresses it, and transports it to a storage site for long-term isolation from the atmosphere. Carbon capture and storage is another term for it. CCUS - Carbon Capture, Utilization, and Storage (CCUS). A method of capturing CO2 and then using it to create a new product. Certification - Certification means the official declaration according to the procedural requirements of a standard that the object of evaluation is in compliance with the requirements of such standard. CGU - Cash-generating unit. Climate Change - As defined by the UN Framework Convention on Climate Change, climate change is: A change of climate which is attributed directly or indirectly to human activity that alters the composition of the global atmosphere and which is in addition to natural climate variability observed over comparable time periods”. In other words, in most contexts, climate change refers specifically to anthropogenic climate change, and not the Earth’s natural climate cycles. This includes both global warming as well as extreme weather events. CO2 - Carbon Dioxide. A heat-trapping gas composed of one part carbon and two parts oxygen. CO2e - The globally accepted standard measure of greenhouse gas emissions, and it permits other greenhouse gas emissions to be represented in terms of CO2 based on their proportional global warming potential (GWP). Compliance Carbon Market - Compliance carbon markets, also known as mandatory markets, are governed by national, regional, or provincial law and compel emission sources to meet legally mandated GHG emissions reduction targets. Because compliance programme offset credits are generated and traded for regulatory compliance they typically act like, and are priced like, other commodities. COP (COP26, COP27) - The annual Conference of the Parties, also known as the United Nations Climate Change Conference. It's the decision-making body of the United Nations Framework Convention on Climate Change (UNFCCC) and includes over 190 countries. CORSIA - The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) was developed by the International Civil Aviation Organization (ICAO) and was adopted in October 2016. Its goal is to have carbon-neutral aviation growth from 2020. The scheme is voluntary and is supposed to work until 2035 at least. The total demand for those 15 years is estimated at 2,700 million tonnes of CO2 equivalent in offsets. CSR - Corporate Social Responsibility means the decision-making and implementation process that guides all company activities in the protection and promotion of international human rights, labour and environmental standards and compliance with legal requirements within its operations and in its relations to the societies and communities where it operates. CTA - Currency translation adjustments. D DAC - Direct Air Capture. A process in which CO2 is extracted directly from the atmosphere. This CO2 can be permanently retained in deep geological formations (resulting in negative emissions), or it can be used in food processing, for example, or mixed with hydrogen to make synthetic fuels. DCF - Discounted cash flow. Dividend pay-out ratio - The dividend pay-out ratio is calculated as the sum of the interim and (proposed) final dividend for the year as a percentage of the net profit for the year. Double Counting - Double Counting means that the same GHG Reductions generated by an activity are claimed by two separate entities for the purpose of demonstrating GHG emissions reductions. Due Diligence - Technical assessment related to the feasibility of implementing potential emission reduction. E EBIT - Earnings before interest and taxes (operating income). EBITDA - Earnings before interest, taxes, depreciation and amortisation. ECL - Expected credit loss. EPS - Earnings per share. The earnings per share are calculated as the total net profit for the period divided by the (weighted) average number of ordinary shares outstanding. Equity per share - The equity per share reflects DGB’s equity allocated to each outstanding share of common stock and is calculated by dividing the total shareholders’ equity by the total number of ordinary shares outstanding at year-end. ERT - Emission Reduction Ton (ERT). The reduction or removal of 1 metric tonne of carbon dioxide equivalent from the atmosphere (CO2). EU ETS - EU Emission Trading Scheme (EU ETS). With about 45% of EU greenhouse gas emissions covered by the EU ETS, it’s the world's largest cap and trade scheme. Emissions from heavy industry, electricity generation, and aircraft in the EU are covered by this programme implemented in 2005. Extreme Weather Events - Unexpected weather events and patterns considered extremely unusual outliers in the regions where they occur. Unexpected heatwaves, such as the 2021 Western North America heatwave that set new record-high temperatures in Canada, or the February 2021 North American cold wave that caused significant damage in the state of Texas, are examples of such events. There is some evidence to suggest that climate change is causing extreme weather events to occur both more frequently as well as more severely. TERMINOLOGY & DEFINITIONS 185 F Fossil Fuels - Fuels derived from hydrocarbon deposits formed by fossils, such as coal, oil, and natural gas. The combustion of these products, for example in car engines or coal-fired power plants, produces greenhouse gases like carbon dioxide. FTE - Full-time equivalent. FVOCI - Fair value through other comprehensive income. FVTPL - Fair value through profit or loss. FX rate - Foreign exchange rate. G GAAP - Generally accepted accounting principles. GHG - Gases that trap heat in the atmosphere. Carbon dioxide, methane, nitrous oxide, and fluorinated gases are the primary greenhouse gases. See also: Carbon Dioxide Equivalent. GHG Reduction - GHG Reduction means the avoidance, limitation, mitigation, reduction, removal or sequestration of GHGs relative to the Baseline, for which VERs are Issued to the Project. Global Warming - An increase in the world’s average surface temperature, as compared to a baseline reference period. The average temperature of world has increased by approximately 1°C since the late 19th century, and the scientific consensus is that human activity is the primary contributor. Gold Standard - An independent, internationally recognised non- governmental emission reductions project certification scheme. It participates in the Clean Development Mechanism (CDM), the VCM, and many climate and development initiatives. Greenwashing - The use of false or misleading promotion and marketing to exaggerate an organisation's environmental or sustainable activities. GRI - Global Reporting Initiative. GWP - Global Warming Potential (GWP). A scientific measure that compares how harmful each greenhouse gas is to the atmosphere, in terms of how long they stay there and how much heat they trap, relative to carbon dioxide. See also: Carbon Dioxide Equivalent. I IAS - International accounting standard. ICE CER Futures - Defined in the Kyoto Protocol, an ICE Certified Emission Reduction futures contract is a futures contract for a carbon offset unit that may be used to meet EU ETS compliance obligations. ICE EUA Futures - A futures contract for permits issued by the European Union Emissions Trading System. Contracts held to expiry result in physical delivery of EUA allowances within the Union Registry. ICE Global Carbon Index - An index based on prices from the EU Emissions Trading Scheme (EU ETS), the California Cap and Trade Program, and the Regional Greenhouse Gas Initiative (RGGI). The secondary futures market for such programs, which trade on ICE's futures exchanges, accounts for the majority of volume in all carbon- based futures contracts. ICE RGGI Futures - The ICE Regional Greenhouse Gas Initiative futures contract is a contract for RGGI allowances. The RGGI is a collaborative program comprised of 11 northeastern U.S. states, and RGGI allowances are physically handed to the RGGI-COATS registry when contracts are held to expiry. IFRIC - International Financial Reporting Interpretations Committee. IFRS - International Financial Reporting Standards. K Kyoto Protocol - A global accord signed in 1997 that aimed to decrease greenhouse gas emissions. The phrase carbon credit appeared for the first time in the Kyoto Protocol. The Kyoto Protocol would later be superseded by the Paris Agreement. L Leakage - When a reduction in emissions from a carbon offset project in one location produces a rise in emissions in another area. For example, when preserving a forest in one region transfers logging activities to another area of forest. LUC - Land Use Change (LUC). Changes in how a particular area of land is used or managed. For instance, land use change is one of the primary reasons why the Amazon rainforest has gone from being one of the world’s largest natural carbon sinks to becoming a carbon source instead. LTI - Long-term incentives. M Mandatory (Compliance) Market - Mandatory (compliance) markets are governed by national, regional, or provincial law and compel emission sources to meet GHG emission reduction targets. Because compliance program offset credits are generated and traded for regulatory compliance, they typically act like other commodity pricing. Market capitalisation - Market capitalisation reflects the total market value of all DGB’s outstanding shares and is calculated by multiplying the total shares issued by the share price at period-end. Monitoring - Monitoring means the activities of collecting and recording data necessary for carrying out the Verification in accordance with the Standard and Supplementary Requirements. Monitoring Period - Monitoring Period means the period between TERMINOLOGY & DEFINITIONS 186 two Verifications of GHG Emission Reductions and covered by one Monitoring Report. Monitoring Plan - Monitoring Plan means the plan for Monitoring included in the PDD pursuant to requirements of the Standard and prudent Monitoring practice. Monitoring Report - Monitoring Report means a report prepared on or behalf of the Seller, setting out the number of GHG Reductions generated by a Project within a specified period of time, as monitored in accordance with the Monitoring Plan. MW - Megawatt (MW). A power measurement unit equal to one million watts. One megawatt is approximately equal to the amount of energy produced by ten car engines. MWh - Megawatt Hour (MWh) Equivalent to 1,000 kilowatts of continuous power consumption for one hour. It’s about comparable to the amount of power consumed by 330 households in a single hour. N Net Zero (Netzero) - A condition in which greenhouse gases emitted into the atmosphere are balanced by the amount of greenhouse gases being removed from the atmosphere. See also: Carbon Neutral. NGO - Non-governmental organisation. NRV - Net realisable value. O Offset Certificates - Paper licences provided in exchange for the purchase of carbon credits. Offset certificates should include a serial number unique to the offset, total tonnage bought, the verifier's name and signature, project location, owner's name and address, and a vintage date. P Paris Agreement - An international treaty on climate change that superseded the Kyoto Protocol. Signed in 2016, the agreement has been ratified by all but six countries in the world. The long-term goal of the Paris Agreement is to keep global warming below 2°C, and the treaty contains various provisions to enforce this target. Pathway - A model scenario for climate change based on current scientific understanding. The 1.5°C pathway, as laid out by the Intergovernmental Panel for Climate Change, forecasts a 50-66% chance that global warming will remain at or below 1.5°C by the year 2100 after a brief overshoot. This pathway would require the entire world to cut greenhouse gas emissions by 7.6% each year, halving emissions by 2030 and reaching net-zero status by 2050.. PDD - Project Design Documentor PDD or PD means the description of the Project which is used as the basis for Validation, in its latest version as from time to time amended. The PDD shall be per the PDD form authorised for use by the Standard. This shall not preclude the inclusion of supplementary information into the PDD. Performance Standard - Rather than limiting projects to those that wouldn’t be viable without the carbon market, the performance standard counts as offsets any energy reduction that’s less than a specified threshold. In some cases, a project may be good for the environment but would have happened regardless, independent of assistance from the carbon market. As a result, projects with the performance standard generally aren’t as high quality as more rigorously certified carbon reduction projects. Permanent Offsets - Offsets that are long-lasting or guaranteed to be replaced in the event of a loss. This is one of four factors to consider when acquiring carbon offsets. PPE - Property, plant and equipment. Project - A large-scale nature-based solutions project that originated TERMINOLOGY & DEFINITIONS 187 carbon credits during the Project Lifetime. Project Documents - Project Documents means together or individually, the PDD, the Monitoring Report, the Validation Report, Project Implementer - Local partners that play a role in the realisation of a Project. Project Lifetime - The Project Lifetime has a minimum term of thirty (30) years, and with mutual consent, and with the consent of the respective national government where applicable, may be extended up to a maximum term of ninety (90) years. Project Participants - Project Participants means a person or entity that is an investor or otherwise interested in the Project. Project Site - The location(s) on the relevant Project where activities associated with reforestation, reducing deforestation and degradation will take place. Q Quality Standard - Quality Standard means the Standard and the Supplementary Requirements. R Real Offsets - Carbon offsets that have already actually reduced carbon emissions, as opposed to those expected to do so in the future. This is one of four factors to consider when acquiring carbon offsets REC - Renewable Energy Credits (REC). Unlike a carbon offset, which represents one tonne of CO2e emissions reduction, a renewable energy credit represents one MWh of energy produced by a renewable energy source, such as solar, wind, or hydroelectric power. REDD+ - Reduced Emissions from Deforestation and Forest Degradation (REDD+). Projects in areas where forests are in danger (weighted) average shareholders’ equity. S Scope 1 Emissions (S1) - The release of greenhouse gases into the atmosphere from sources such as buildings and operations directly owned or controlled by an organisation. For example, if a company owns a fleet of trucks, the greenhouse gases emitted by these trucks would count towards the company’s Scope 1 emissions. Scope 2 Emissions (S2) - The discharge of greenhouse gases as a result of the electricity, heating, cooling, or steam generation required to power an organisation’s buildings and other facilities. For example, if a company’s headquarters building draws power from a coal-fired power plant, a proportional amount of the emissions resulting from that coal plant’s electricity generation would count towards the company’s Scope 2 emissions. Scope 3 Emissions (S3) - The release of greenhouse gases into the atmosphere generated as a result of an organization’s activities, but physically produced by another entity. For example, if you drive a fossil-fuel-powered car, the emissions it produces would count towards the car manufacturer’s Scope 3 emissions. SDG - Sustainable Development Goals (SDG). The United Nations established 17 global development goals for all countries through a participatory process, elaborated in the 2030 Agenda for Sustainable Development. These goals include ending poverty and hunger, ensuring health and well-being, education, gender equality, clean water and energy, and decent work; and building and ensuring resilient and sustainable infrastructure, cities, and communities. Sequestration - The removal of carbon dioxide from the atmosphere through biological (for example, photosynthesis in plants and trees), chemical (for example, turning CO2 into carbonate minerals), or physical processes (for example, storage of carbon dioxide in underground reservoirs). STI - Short-term incentives. T tCO2e - tCO2e means metric tonnes of Carbon Dioxide Equivalent. TSVCM - The Taskforce on Scaling Voluntary Carbon Markets is a private sector led initiative working to scale an effective and efficient voluntary carbon market to help meet the goals of the Paris Agreement. The Task Force's unique value proposition has been to bring all parts of the value chain to work intensively together and to provide recommended actions for the most pressing pain points facing voluntary carbon markets. U UNFCCC - UN Framework Convention on Climate Change (UNFCCC). Adopted in 1992 and made available for signing during the Rio de Janeiro Earth Summit in 1992. The ultimate goal of the Convention is to ‘stabilise greenhouse gas concentrations in the atmosphere at a level that would preclude hazardous anthropogenic influence with the climate system.’ V Validation - Validation and Validated means the process of independent evaluation of the Project in accordance with the Standard and any Supplementary Requirements for Validation, confirming that the Project complies with the Quality Standard and is likely to generate the VERs described in the PDD. Validation Report - A written report of the Validation process and results prepared and issued by the Independent Entity. For the TERMINOLOGY & DEFINITIONS 188 due to land-use change, resulting in reduced carbon storage. REDD+ projects aim to save these forests before they’re degraded or deforested, avoiding a worse-case scenario that leads to increased emissions. Registration - The process of submitting Project Documents to an approved carbon registry and having the VERs issued on the registry. Registry - Registry means a registry approved by the Standard, used to provide a permanent record of the compliance of projects and the VERs generated by these projects with the Standard, and to record title and transfers of title of the Contract Quantity or parts thereof under the Standard. Regulated carbon market - Where members are legally obligated to reduce their emissions. Renewable Energy - Energy derived from sources that can be naturally renewed in a relatively short amount of time. The five most common renewable sources are biomass (such as wood and biogas), hydropower, geothermal (heat from inside the earth), wind, and solar. Retire - To permanently remove carbon offsets from the market in order to prevent them from being resold after they’ve been used up. Offsets are typically decommissioned by assigning them unique serial numbers and registering them in an official registry.RGGI - Regional Greenhouse Gas Initiative (RGGI). A multi-state cap and trade scheme first established in 2009. This program encompasses the 11 U.S. states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont, and Virginia. Each participating state has its own limitation on fossil-fuel-fired electric power plant emissions. Each state's allowances, like California's, can be utilized interchangeably for compliance. RMU - Removal Unit (RMU) A Kyoto Protocol unit equal to one metric tonne of carbon dioxide equivalent emissions absorbed or removed by a carbon sink project. RMUs are granted for carbon dioxide removal from the atmosphere by qualifying land use, land-use change, and forestry activities. ROE - Return on equity is the net profit returned as a percentage of the Verification Report - A written report of the Verification process and results prepared by the Independent Entity. Verification Statement - Verification Statement means in respect of a VER Verified pursuant to the VCS Standard, the deed issued by the Verifier as part of the Verification Report, or a separate deed referencing the Verification Report to which it relates, containing a unilateral representation that the Verifier has verified the relevant GHG Reductions have occurred in accordance with the applicable rules. Verifier - An Independent Entity which satisfies the level of credibility required for performing Verification of the Project. Verra - This is a certification standard for non-governmental emission reduction initiatives. It participates in the Clean Development Mechanism (CDM), the VCM, and many climate and development initiatives. Vintage - The year of emissions reduction that a carbon credit belongs to. The vintage of an carbon credit may not necessarily match the year of the transaction, and the vintage year may even be in the future. W WACC - Weighted average cost of capital. WAEP - Weighted-average exercise price. Wta - Audit Firms Supervision Act. TERMINOLOGY & DEFINITIONS 189 purpose of this Agreement, the Validation Report shall comply with any Supplementary Requirements. The Validation Report shall confirm who is or are the owner/s of the VERs generated by the Project. VCM - Voluntary (Verified) Carbon Market (VCM). A carbon market in which members are not legally compelled to reduce their emissions but do so voluntarily. These markets enable carbon emitters to offset their emissions by acquiring carbon credits generated by third-party initiatives aimed at removing or decreasing GHG emissions from the environment. Companies can engage in the voluntary carbon market on their own or as part of an industry-wide program. VCS - Verified Carbon Standard. VCS means the latest version of the verified carbon standard, a quality standard of VERs according to the requirements as is published on the website www.verra.org and any related guidance. VCU - Verified Carbon Unit (VCU). A unit equating to one metric tonne of certified, reduced, and issued carbon dioxide equivalent emissions under the Verified Carbon Standard. VER - VER or Verified Emission Reduction means an allowance, credit, entitlement, interest or right to emit (now or in the future) one metric tonne of Carbon Dioxide Equivalent gas and which arises from or in connection with the GHG Reductions by the Project, the VER representing a real, permanent, independently ex-post Verified GHG Reduction that is additional to what would have occurred in the absence of VER trading (additionality) and which complies with the Standard and any Supplementary Requirements. Verifiable Offsets - Carbon offsets that can be quantified, tracked, and validated are known as verifiable offsets. (This is one of four factors to consider when acquiring carbon offsets.) Verification - An authorised third-party auditor conducts an impartial review of the carbon offset project design and baseline calculations prior to the start of project activity. Verification Protocol - A Verification checklist completed by the Verifier, which provides a detailed tabular overview of the compliance of the Project with Verification requirements. Other information ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP OTHER INFORMATION 191 Independent Auditor's Report [To: The board of directors of DGB Group N.V.] Report on the audit of the financial statements 2024 included in the annual report Our disclaimer of opinion We were engaged to audit the financial statements 2024 of DGB Group N.V. based in Lelystad. We do not express an opinion on the accompanying financial statements of the company. Due to the significance of the matters described in the 'Basis for our disclaimer of opinion' section, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the accompanying financial statements as a whole. The financial statements comprise: 1. the consolidated and company statement of financial position as at 31 December 2024; 2. the following statements for 2024: the consolidated and company income statement, the consolidated and company statements of comprehensive income, changes in equity and cash flows; and 3. the notes comprising material accounting policy information and other explanatory information. Basis for our disclaimer of opinion Given the nature and the size of the entity and its operations it is not possible for the company to maintain appropriate internal controls without incurring disproportionate costs. We have been unable to perform sufficient audit procedures to obtain reasonable assurance on the completeness of turnover and related items as shown in the financial statements of the entity. Material uncertainty related to going concern We draw attention to the going concern section in the note 3 on page 87 of the financial statements which indicates that the Group has sufficient financial flexibility to meet its obligations as they fall due. This depends on future positive result development and the willingness of bondholders to continue their financing, new bond programs that have to be issued in 2025, and payment of VERPA Dutchgreen, which means to be paid in June 2025. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Materiality Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 137.000. The materiality is based on 1% of total assets. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the Board of Directors that misstatements in excess of 5% of performance materiality (EUR 4.000), which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. OTHER INFORMATION 192 Audit approach going concern Based on the audit evidence obtained, we have concluded that a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. Note 3 Going Concern of notes to the consolidated financial statements discusses the magnitude of financing arrangements, the expiration and the total financing arrangements; however the financial statements do not include discussion on the impact or the availability of refinancing or characterize this situation as a material uncertainty. The going concern of company depends on the success of the new bond programs, ability to enhance the operating cash flow and the payments of forward sales. We have performed a substantive test of details on those components. The information above relating to our audit approach going concern and the following information in support of our opinion In undertaking their assessment of going concern for the Group, management reviewed the forecast future performance and anticipated cash flows. In doing so they considered the financing available to the Group and associated debt covenants, including the covenant relaxation that the Group has obtained in relation to its financing facility, and cost saving actions that the Group have taken. Management have also determined appropriate sensitivities to these forecasts and considered the results in forming their conclusion. In responding to the identified events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern, we performed, among others, the following audit procedures: • Obtained an understanding of relevant controls relating to the assessment of going concern models, including the review of the data and significant assumptions used in those models; • Obtained management’s board approved three-year cash flow forecasts and covenant compliance forecasts, including the sensitivity analyses; • Assessed the appropriateness of forecast assumptions by: • Reading analyst reports, industry data and other external information and comparing these with management’s forecasts to determine if they provided corroborative or contradictory evidence in relation to management’s assumptions; • Comparing forecast sales with recent historical financial information to consider accuracy of forecasting • Inquiring of management regarding the mitigating actions to reduce costs and manage cash flows and challenging the quantum of those actions with reference to supporting evidence and assessing whether the mitigating actions were within the Group’s control; • Reviewing correspondence relating to the availability of the Group’s financing arrangements, including the covenant relaxation obtained by the Group in relation to its financing facility; • Understanding and challenging the level of further mitigations available to the Group beyond those included within the forecast; and • Considering the results of the sensitivity analyses performed; and • Evaluated whether the Group’s disclosures about going concern comply with the requirements of IAS 1.33. • New bond program. We assessed how successful the company can be on the issue of new bonds based on statistics in past periods. • Forward sales. We inquired to the management to give a clear overview of forward sales. The projects are now in start and are registered by Verra and The Gold Standard (standards for use within the voluntary carbon market). Once the projects are certified by Verra Registry and/of The Golden Standard the entity can issue, retire, or transfer units. • Under the Verified Emission Reduction Purchase Agreement (VERPA) an investment company entered into an investment with Dutchgreen Project Management B.V. (DGB Group N.V.). We have received confirmation from counterparty that they are willing to make the payment in June 2025. Audit response to the risk of fraud and non-compliance with laws and regulations In chapter ’ Risk factors’ of the annual report, the Board of Directors describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations. With respect to Group risk management in relation to fraud and non-compliance, we performed procedures aimed at evaluating the governance, risk management, and compliance framework in place. These procedures included, among others, an assessment of Group’s compliance policies and procedures to investigate indications of possible fraud and non-compliance. OTHER INFORMATION 193 We reviewed the minutes of meetings of the Board of directors, in which any identified incidents of (suspected) fraud or non-compliance were discussed. In addition, we evaluated the procedures in place to investigate such incidents. As part of our audit, we held inquiries with the Board of directors (CEO), and relevant functions such as legal counsel and CFO. We also reviewed relevant correspondence with supervisory authorities and regulators, where applicable. To further enhance our audit response, we incorporated elements of unpredictability by varying our audit scoping approach and review of payment process. Based on our risk assessment, we identified laws and regulations that, if not complied with, could have a material impact on the financial statements. These include, among others: anti-corruption and bribery legislation, competition laws, AFM Notification Obligation data privacy regulations, and financial reporting requirements. In accordance with auditing standards, including the presumed risk of management override of controls under ISA 240, we identified and addressed the following fraud risks relevant to our audit: Management override of controls (a presumed risk) risk: • Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively • The key opportunities for management manipulation are within the manual elements of the control environment, such as journal entries and accounting estimates that require significant judgment (valuation of private equity investments) Responses: • We have performed a risk-based journal entry testing, including selection based on non-standard and unusual account combinations, looking into journal entries that does not follow the usual pattern • We evaluated areas with significant management judgment for bias by the Group’s • management. • We assessed the appropriateness of changes compared to prior year in the methods • and underlying assumptions used to prepare accounting estimates. • We have performed a review of related party transactions for completeness, proper authorization, and arm’s length terms. • We have a risk based analytics procedures on payments occurred during the year to ensure no unauthorized payments have been made. Revenue recognition (a presumed risk) risk: We identified a fraud risk in relation to the recognition of revenue. This presumed risk inherently includes the fraud risk that management deliberately overstates revenue as management may feel pressure to achieve planned results for the current year. As the majority of the Group’s revenue is recorded at the carbon footprint, much of which is not a significant amount, there is limited risk of management manipulation in the revenue process. Therefore, the risk of fraud in revenue recognition is focused on the occurrence of inappropriate journal entries. Responses: • We evaluated the design and the implementation of internal controls that mitigate fraud risks, such as controls related to revenue recognition through journal entries. • We tested journal entries posted in revenue accounts based on high risk criteria, including inspection of the source documentation to assess the validity of the business rationale and substantiation of corroborating evidence. OTHER INFORMATION 194 Valuation of projects risk: Our risk description and procedures performed to address the fraud risk related to project valuations are described in the emphasis of matter section. Our evaluation of procedures performed related to fraud did not result in an additional key audit matter. We communicated our risk assessment, audit responses and results to the Directors Board. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non- compliance that are considered material for our audit. Share based payments risk: Our risk description and procedures performed to address the fraud risk related to shared based payments are described in the emphasis of matter section. Our evaluation of procedures performed related to fraud did not result in an additional key audit matter. We communicated our risk assessment, audit responses and results to the Directors Board. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non- compliance that are considered material for our audit. Emphasis of matters We draw attention to the paragraph correction of errors in the note 6 to financial statements on page 89 which describes the effects of correction of errors. Due to limitations in the scope of our work, we were unable to perform the audit procedures necessary under Dutch Audit Standard (Nadere voorschriften controle- en overige standaarden, NV COS) 510 “Initial Audit Engagements – Opening Balances” and NV COS 710 “Comparative Information – Corresponding Figures and Comparative Financial Statements” to obtain sufficient and appropriate audit evidence in respect of the Group’s total assets and total liabilities as at 1 January 2024, and the corresponding figures as at 31 December 2023. In particular, the Group’s internal control environment and automated systems did not permit us to obtain adequate assurance over the completeness and accuracy of revenue, cost of revenue, and other directly related items, including the valuation of projects recorded at fair value in the consolidated statement of financial position as at 31 December 2023. These projects are now recorded at cost as at 31 December 2024; however, due to the limitations noted, we were unable to determine whether the carrying values are appropriate and in compliance with the applicable financial reporting framework. Since the opening balances directly affect the current year’s financial performance and cash flows, we were unable to determine whether any adjustments might be required to the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the year ended 31 December 2024. Furthermore, we were unable to assess whether any adjustments would have been necessary to the comparative information presented for the year ended 31 December 2023 and the restated opening balance 1 January 2023. Our opinion is not modified in respect of this matter. Emphasis on other matters Board of director’s structure The company is operating under a one-tier board model in accordance with Dutch corporate governance standards. This board has only one executive member. This means that the share based payments are approved from one person the CEO of company. This is not in accordance with Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code. The Company intends to expand its Board of Directors during the second half of 2025. Operating under a one-tier board model in accordance with Dutch corporate governance standards, the board is expected to be expanded to a minimum of three members. Our opinion is not modified in respect of this matter. Change of management estimates Due to the appointment of the new auditor the company has made a change in the accounting estimates and of management estimates. The accounting estimates of valuation of projects is changed from the fair value to cost price. The effect of changes has been processed in the opening balance for a better comparison. Change in accounting estimates OTHER INFORMATION 195 The risk is of applying inappropriate accounting estimates and valuation in projects. Our response is a substantive test of details. The Group recognised incorrectly measured eligible costs incurred for the development of Carbon Credit Unit as projects under intangible assets at Fair Value through Other Comprehensive Income instead of as inventories recognised and measured at the lower of cost or net realisable value. The estimate resulted in a material overstatement of projects under intangible assets and a material understatement of inventories for 2023 and prior financial years, with a corresponding overstatement of other comprehensive income within equity. The Group incorrectly presented an advance payment receipt for future delivery of carbon credits to its customer as a negative prepayment on inventory instead of as a contract liability. The change of estimates resulted in a material understatement of inventories for 2023 and prior financial years and a corresponding understatement of contract liabilities. Correction of errors During 2024, the Group identified certain mistakes in share-based payments in prior periods FY2023 and earlier. The Group has corrected the share-based payments short and long term. The approval of targets and plan was subject of the board of directors and the general meeting of shareholders in previous years. The board of directors consists of one person who has awarded the benefits of shared based payments. Share based payments The risk is inappropriate allocation and approval of shared based payments. Our response is substantive test of details. On 1 January 2021, DGB Group N.V. initiated a long-term equity-based incentive plan (LTI Plan) for its Board of Directors. The plan covered the four-year period from 1 January 2021 through 31 December 2024 and was designed to align management rewards with long-term shareholder value creation. The LTI Plan was conditional upon the achievement of five predefined strategic milestones. Each milestone carried a reward value of EUR 500,000, resulting in a total potential award of EUR 2,500,000 to be settled in the Company’s own equity instruments. All five performance milestones were achieved by 31 December 2024. As a result, the CEO became fully entitled to the award of EUR 2,500,000, to be settled in ordinary shares of DGB Group N.V. The number of shares to be awarded was determined based on a weighted average share price of EUR 0.74 during a representative measurement period prior to the end of the reporting year. This resulted in an award for 3,371,640 ordinary shares. The approval of targets and plan was subject of the board of directors and the general meeting of shareholders in previous years. The board of directors consists of one person who has awarded the benefits of shared based payments. There are no new shared based payments programs available until the board will extend to more than one person. Purchase own shares and amount deducted of the equity In note 22 ‘financial asset at amortized cost’ in page 122 in FY2023 was presented a loan to PAN foundation (stichting Prosper and nature). In 2024 a receivable amount from PAN foundation ad EUR 5.493.279 was transferred to shares. The interest related to this loan EUR 661.000 and the correction is allocated per year each including the correction previous years in the opening balance. The purchase of own shares in 2024 is deducted from the loans receivable of PAN foundation and is formalized in 2025. The difference is circulated in profit and loss accounts. This is one way to process this in accounting. The other way is a reduction of own shared capital and the company exercised this way in the financial statements 2024. Our audit opinion is not modified in respect of this matter. New issued shares in 2025 In note 32 ‘subsequent events’ we draw attention to the fact that DGB successfully completed a private placement of new ordinary shares, raising €725,000 in additional capital. As part of this transaction, 2,086,250 new ordinary shares were issued, each carrying one voting right. Following this issuance, the total number of issued and outstanding ordinary shares in DGB increased to 13,486,559. On period March-April 2025, DGB successfully completed the admission of all its issued ordinary shares to trading on Euronext Amsterdam. This step involved the listing of 7,348,174 previously unlisted shares, resulting in the full tradability of all 11,400,209 ordinary shares (year end 2024) under the ticker symbol 'DGB' and ISIN code NL0009169515. OTHER INFORMATION 196 Unaudited corresponding figures The financial statements 2023 have not been audited. Consequently, the corresponding figures included in the statements of profit and loss and other comprehensive income, the statements of changes in equity and cash flows and in the related notes are unaudited. Report on the other information included in the annual report The annual report contains other information, in addition to the financial statements and our auditor's report thereon. Other information contains all the information regarding the directors report, report of those charged with governance, the remuneration report, sustainability report excluding the sustainability statement, and the other information as required by Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code. Due to the significance of the matters described in the 'Basis for our disclaimer of opinion' section, we have not been able to consider in accordance with Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code as to whether or not the other information: • is consistent with the financial statements and does not contain material misstatements; • contains all the information regarding the management report and the other information as required by Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code. We were engaged to read the other information and, based on our knowledge and understanding to be obtained through our audit of the financial statements or otherwise, to consider whether the other information contains material misstatements. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements. The Company has prepared its sustainability statements in accordance with the European Sustainability Reporting Standards (ESRS). We have read, and considered as part of our risk assessment, these sustainability statements, which includes information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change. As part of this, we have read and considered the information reported over the connectivity of the sustainability statements with the financial statements, more specifically relating to the current financial effects relating to sustainability matters. Based on our risk assessment procedures, we did not identify a risk of material misstatement specific to climate-related risk, including on the valuation of non-current assets, and thus no further audit response was considered necessary. Furthermore we have read the ‘Projects pipeline’ in the annual report, including the information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change with respect to climate-related risks and considered whether such information contains material inconsistencies with the financial statements or our knowledge obtained through the audit, in particular as described above and our knowledge obtained otherwise. Management is responsible for the preparation of the other information, including the directors report, report of those charged with governance, the remuneration report and sustainability report in accordance with Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code. OTHER INFORMATION 197 Report on other legal and regulatory requirements and ESEF Engagement We were engaged by the Board of Directors as auditor of DGB Group N.V. on 13 March 2025, as of the audit for the year 2025 and have operated as statutory auditor ever since that financial year. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. European Single Electronic Format (ESEF) DGB Group N.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion the annual report prepared in XHTML format, including the (partly) marked-up consolidated financial statements as included in the reporting package by DGB Group N.V., complies in all material respects with the RTS on ESEF. Management is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby management combines the various components into one single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N 'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital reporting). Our examination included among others: • Obtaining an understanding of the entity's financial reporting process, including the preparation of the reporting package; • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTs on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: • Obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF; • Examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF. Description of responsibilities regarding the financial statements Responsibilities of management for the financial statements Board of directors is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements 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. Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements. OTHER INFORMATION 198 Our responsibilities for the audit of the financial statements Our responsibility is to express an opinion on the financial statements based on conducting the audit in accordance with Dutch law, including the Dutch Standards on Auditing. However, due to the matters described in the 'Basis for our disclaimer of opinion' section, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. We are independent of DGB Group N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants). Larnaca, 30 May 2025 GCP Auditors Ltd. drs. A. Hasko RA Other Information Articles of association provision regarding profit appropriation in accordance with Article 18 18.1 From the profit, as appearing from the adopted annual accounts, first of all, insofar as possible and with due observance of the provisions of Article 18.5, a distribution is made on the preference shares and the priority shares at the percentage referred to below of the percentage from time to time in the course of the amount paid up on those shares in the financial year concerned. The dividend on the preference shares and the priority shares will only be paid over the number of days that such shares were actually outstanding in the relevant financial year. The percentage referred to above is equal to the average value of the Average Refinancing Interests during the financial year in which the payment is made, increased by 2.25%. Average Refinancing Interest means the average value of the Refinancing Interest applicable on each day of the financial year over which the payment is made. The refinancing rate is understood to mean the rate of the Main Refinancing Operation, which is regularly determined and published by the European Central Bank. No further profit distributions will be made on the preference and priority shares. If and insofar as preference shares are issued from the reserves of the Company, they are not entitled to the profit for a period of three years after issue. 18.2 The profit remaining after application of Article 18.1 is at the disposal of the board for reservation in whole or in part. 18.3 The profit remaining after application of Article 18.2 shall be at the disposal of the general meeting, either wholly or in part, for distribution to holders of ordinary shares in proportion to their holdings of ordinary shares. 18.4 Distributions charged to the Company’s distributable reserves are made pursuant to a resolution of the general meeting on the proposal of the management board. 18.5 The Company may only make distributions insofar as its equity capital exceeds the amount of the paid-up part of the capital, increased by the reserves that must be maintained by virtue of the law or the articles of association. 18.6 The general meeting may resolve to make interim distributions if the requirement of Article 18.5 has been met, as evidenced by an interim statement of assets and liabilities drawn up with due observance of the provisions of Article 2:105 of the Dutch Civil Code. 18.7 The board is authorised to determine that a distribution on shares will not be made in cash but in the form of shares or to determine that holders of shares will be given the option of taking the distribution in cash and/or in the form of shares, all this from the profit and/or from a reserve and all this insofar as the board has been designated by the general meeting in accordance with the provisions of Article 6. The board will determine the condition for such a choice. 18.8 Distributions on shares are payable within four weeks after the resolution to distribute, unless a different time is specified in the resolution. 18.9 On shares held by the Company in its capital or depositary receipts thereof, no distribution will be made for the benefit of the Company. 18.10 In calculating the amount of any distribution on shares, the shares in its capital held by the Company are not included. Shares without voting rights As per 31 December 2024, the Company holds 5,726,266 treasury shares. Treasury shares held by the Company have no voting rights. Hardenberg, the Netherlands, 30 May 2025, Board of Directors S A M Duijvestijn, CEO OTHER INFORMATION 199 Disclaimer This trading update does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB. It is not an advice or recommendation to take or refrain from taking any action. This trading update contains statements that could be construed as forward-looking statements, including concerning the financial position of the DGB Group, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by DGB’s management. Although DGB believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise. Note that all of DGB’s services and products are subject to our General Terms and Conditions. DISCLAIMER 200 ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP Contact us DGB is a project developer of high-quality, large-scale carbon, plastic, and biodiversity projects accredited by third parties. Our goal is to revitalise nature and enrich livelihoods. CONTACT US 201 DGB GROUP NV DGB PROJECT MANAGEMENT BV DGB SUPPLY & SERVICES BV DGB TECHNOLOGY SOLUTIONS BV HONGERA ENERGY EFFICIENT COOKSTOVES BV HONGERA AFFORESTATION AND REFORESTATION BV Runderweg 6 8219 PK Lelystad The Netherlands Runderweg 6 8219 PK Lelystad The Netherlands Runderweg 6 8219 PK Lelystad The Netherlands Runderweg 6 8219 PK Lelystad The Netherlands Runderweg 6 8219 PK Lelystad The Netherlands Runderweg 6 8219 PK Lelystad The Netherlands green.earth info@green.eart +31320788118 green.earth/projects projects@green.earth green.earth trading@green.earth tech.green.earth tech@green.earth green.earth/projects projects@green.earth green.earth/projects projects@green.earth 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