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Eurohold Bulgaria AD

Quarterly Report Aug 1, 2022

2576_rns_2022-08-01_93664588-cc7b-4039-82c5-06925dc2d389.pdf

Quarterly Report

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EUROHOLD BULGARIA

Доклад за дейността

INTERIM CONDENSED INDIVIDUAL REPORT

1

TABLE OF CONTENTS

1

Interim condensed individual activity report as at 30 June 2022

Operational review

Significant events 1 January - 30 June 2022

Activity results

Activity Report

Review of the main risks

Events after the date of the reporting period

Concluded significant transactions with related parties

2

Interim condensed individual financial statement as at 30 June 2022

Interim condensed individual statement of profit or loss and other comprehensive income

Interim condensed individual statement of financial position

Interim condensed individual cash flow statement

Interim condensed individual statement of changes in equity

3

Notes to the interim condensed individual financial statements

4

Internal information

5

Additional information

6

Appendix 4

7

Declaration of responsible persons

ABOUT THIS REPORT

The interim individual financial statements of Eurohold Bulgaria AD (Eurohold, Company, Holding) have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company.

Further information about Eurohold Bulgaria can be found on our website www.eurohold.bg

Eurohold Bulgaria plc also prepares a consolidated annual report including the results of the parent company, subsidiaries and associates.

In order to obtain a complete view of the financial position of the Eurohold Group, users of this interim condensed separate report should read it together with the consolidated report of the Eurohold Group as at the same reporting period

2

Eurohold Bulgaria AD

3

1 Interim condensed individual activity report - 30 JUNE 2022

Activity Report

OPERATIONAL REVIEW

BUSINESS ACCENTS

Eurohold Bulgaria AD,

  • ✓ is a leading independent business group in Central and Southeastern Europe (SEE) with leading positions in the insurance and energy businesses
  • ✓ has a principal activity relating to the creation, acquisition and management of participations and the financing of related undertakings
  • ✓ is the owner of the largest independent insurance group in SEE by gross premium income Euroins Insurance Group
  • ✓ owns a large energy group in Bulgaria the Electrohold group
  • ✓ has an experienced management team
  • ✓ has a high level of corporate governance in line with best practice
  • ✓ is a public joint-stock company within the meaning of the Public Offering of Securities Act (POSA), the company's shares are registered for trading on:
    • » Bulgarian Stock Exchange (BSE) stock code EUBG
    • » Warsaw Stock Exchage (WSE) with stock code EHG

BUSINESS SEGMENTS – to June 30, 2022

  • » Insured
  • » Energetics
  • » Investment brokerage and asset management

БИЗНЕС ОПЕРАЦИИ

  • ▪4 subsidiaries
  • ▪ 2 dedicated energy business development companies
  • ▪17 operating companies
  • ▪1 associated company
  • ▪13 countries in Europe
  • ▪9 400 shareholders
  • ▪26 years of history

BUSINESS ASSETS

Euroins Insurance Group

CEE and SEE insurer with leading positions in Romania and Bulgaria. Active operations in 9 markets in Europe.

Eastern European Electric Company II B.V. - Energy Group

Company uniting the energy companies acquired in 2021.

Euro-Finance - investment intermediation and asset management

Market turnover leader on the Bulgarian Stock Exchange, Member of Deutsche Börse Group. More than 20 years of experience.

MAIN ACTIVITY

Eurohold Bulgaria AD is a holding company primarily engaged in financial activities related to the acquisition, sale and management of interests and financing of related companies.

The Company does not engage in any activities subject to special permitting regimes requiring patents, licenses or other authorizations from regulatory authorities.

In order to optimize management, business processes and fixed costs, the Company has structured its businesses into subholding structures depending on the sector in which they operate. Eurohold Bulgaria AD together with its subsidiary subholding companies and their operating companies form an economic group, the Eurohold Group.

Eurohold manages and supports the business of its economic group through its strategy, risk, financing of affiliates, control, communication, legal advice, human resources, information systems and technology and other functions.

ICONOMIC GROUP

The organizational structure of Eurohold is on three levels: parent company, subsidiaries and operating companies. Each of the three levels has its specific functions, business activities and objectives.

Subsidiaries are holding structures that bring together Eurohold Bulgaria's investments in the Insurance, Energy (with operations from the end of July 2021), Automotive Sales, Leasing, Investment Brokerage and Asset Management sectors and "Investment Intermediation and Asset Management".

Until 30.06.2022, the Eurohold group also operated in the "Automotive" and "Leasing" sectors.

As of the date of this report (after the sale of the automobile and leasing business on 30.06.2022), Eurohold Bulgaria has participations in 45 companies

direct participation indirect participation
4 subsidiaries
»
2 dedicated energy business development
»
companies
17 operating companies
»
1 associated company
»

ASSIGNED CREDIT RATINGS

EuroHold Issuer Default Rating "B"

EuroHold Long-term: BBB-Outlook: stable Short-term: A-3

SIGNIFICANT EVENTS 1 January - 30 June 2022

INFORMATION ON SIGNIFICANT EVENTS, ACCORDING TO ARTICLE 100o, 4, S.2 OF THE POSA

IMPORTANT EVENTS FOR THE ACTIVITIES OF EUROHOLD BULGARIA DURING THE REPORTING PERIOD

January

  • ✓ On 28.01.2022 a loan agreement in the amount of EUR 7 million was signed with the International Investment Bank, Russia and the entire amount was fully drawn down on 31.01.2022 at an interest rate of 5% maturing on 28.01.2029.
  • ✓ On 14.01.2022, the Commission for Protection of Competition published a decision authorizing the concentration in connection with the preliminary agreement for the sale of Star Motors EOOD signed by Auto Union AD in November 2021 and the transaction is expected to be finalized in May 2022.

February

✓ No significant events have occurred

March

  • ✓ On 08.03.2022 Eurohold issued a new corporate bond loan under private placement conditions, in the amount of € 40 million, distributed in 40 thousand bonds with a nominal and issue value of € 1,000, 3.25% interest, with a single repayment of the principal on the maturity date of the issue - 08.03.2029.
  • ✓ On 17.03.2022 Eurohold Bulgaria AD increased the capital of its subsidiary Eastern European Electric Company II, the Netherlands, with a cash contribution of EUR 2 000 000.
  • ✓ In March 2022, Eastern European Electric Company B.V., the Netherlands the holding company directly consolidating the energy business of Eurohold Bulgaria AD, increased its shares in the capital of the electricity distributor - CEZ Distribution Bulgaria AD to 98.93% (by acquiring additional 207 095 shares or 10.74%), and the electricity supplier - CEZ Electro Bulgaria AD to 96.76% (by acquiring additional 1 371 shares or 27.42%).
  • ✓ On 17.03.2022. Auto Union AD, as the sole owner of the capital, signed a preliminary agreement for the sale of its subsidiary Daru Car EAD. The company is an official service centre of BMW. The transaction is expected to be finalised within May 2022.
  • ✓ On 14.03.2022 Eurolease Group AD, as the sole owner of the capital of Eurolease Rent-a-Car Ltd. signed a preliminary agreement for its sale. The transaction is currently pending regulatory approval.

April

  • ✓ 06.04.2022 The energy subholding of Eurohold Eastern European Electric Company B.V. (EEEC) submitted for consideration to the FSC tender offers on the basis of Art. 1 of the CPL§C for the purchase of the shares of the minority shareholders in CEZ Distribution and CEZ Electro. As of the date of registration of the tender offers, EEEC owns 98.93% of the capital of CEZ Distribution AD and 96.92% of the capital of CEZ Electro Bulgaria AD. For the 20,581 shares held by the minority shareholders in CEZ Distribution, EEEC is offering a price of BGN 300.29 per share or a total of nearly BGN 6.2 million. The price per share offered to the minority shareholders in CEZ Elektro is BGN 28,158.30 or a total of just over BGN 4.3 million for 154 shares. The offer for all remaining shares in the two companies is approximately BGN 10.5 million (EUR 5.4 million).
  • ✓ At the end of April 2022 A change in the names of some of the energy companies owned by Eastern European Electric Company B.V. (a subsidiary of Eurohold Bulgaria AD) was registered in the Commercial Register at the Registry Agency, namely:
Old designation New designation New company logo
ЧЕЗ Разпределение България АД Електроразпределителни
мрежи
Запад AД
CEZ Distribution Bulgaria AD Electrorazpredelitelni mreji Zapad AD
Electrodistribution Grid West AD
(EDG West AD)
ЧЕЗ Електро България АД Електрохолд Продажби AД
CEZ Electro Bulgaria AD Electrohold Sales AD
ЧЕЗ България ЕООД Електрохолд България ЕООД
CEZ Bulgaria EOOD Electrohold Bulgaria EOOD
ЧЕЗ Трейд България ЕАД Електрохолд Трейд ЕАД
CEZ Trade Bulgaria EAD Electrohold Trade EAD
ЧЕЗ Информационни и
комуникационни технологии
България ЕАД
Електрохолд ИКТ ЕАД
CEZ Information and
Communication Technologies
Bulgaria EAD
Electrohold ICT EAD

May

  • ✓ 11.05.2022 AUTO UNION AD has signed a final contract with M TRAX BULGARIA EOOD for the sale of Star Motors EOOD - the official importer of Mazda cars for Bulgaria. At the moment the transaction has been finalized, and under the contract between the parties, M TRAX BULGARIA EOOD acquired all 70 000 shares forming the capital of Star Motors EOOD, including its subsidiaries Star Motors DOOEL (North Macedonia) and Star Motors SH.P.K. (Kosovo). The new owner was registered in the TR at the Registry Agency on 17.05.2022.
  • ✓ May 12, 2022 Eurohold Bulgaria's energy group, Electrohold, unveiled its new visual and corporate identity. The rebranding process of the company's shopping centres and other outlets will be completed in a few months. The new brand identity reflects Electrohold's mission and values.
  • ✓ The new visual identity includes new names, logos, websites and a refreshed overall corporate design.
  • ✓ More information about the new visual and corporate identity of the energy companies is available on the Eurohold website www.eurohold.bg, News section, as well as on the websites of the respective energy companies.
  • ✓ 18 May 2022 The Financial Supervision Commission (FSC) has approved the adjusted tender offers of Eurohold Bulgaria AD's energy holding company, Eastern European Electric Company B.V. (EEEC), for the remaining shares in Electricity Distribution Networks West AD (EDN West AD, formerly CEZ Distribution AD) and Electrohold Sales AD (formerly CEZ Electro AD). The proposals relate to the shares of the two companies that EEEC does not yet own - 1.07% and 3.08% of the capital, respectively.
  • ✓ The tender offers are in accordance with Art. 149a para. 1 of the Public Offering of Securities Act (POSA).
  • ✓ EEEC is offering BGN 302.56 per share of ERM West or a total of nearly BGN 6.2 million and BGN 28,433.51 per share of Electrohold Sales or a total of just over BGN 4.3 million. The holding's offer for the remaining shares of the two companies is approximately BGN 10.5 million (EUR 5.4 million).
  • ✓ Pursuant to the provisions of the POSA, the tender offer procedure should be completed by the end of June 2022.
  • ✓ 27.05.2022 г. Consultancy and investment activity, construction and maintenance of photovoltaic power plants, trade with solar panels and accessories, real estate transactions, representation, mediation and agency of Bulgarian and foreign legal entities in the country and abroad, as well as any other activity not expressly prohibited by law. The newly established company was registered in the TR on 27.05.2022 with Eurohold Bulgaria AD as the sole owner of the capital.

June

✓ The tender offers from the energy holding of Eurohold Bulgaria AD - Eastern European Electric Company B.V. ended on 17.06.2022. (EEEC) for the purchase of the shares of the minority shareholders in the two public subsidiaries of the energy group - Elektropradelitelini networks Zapad AD (ERM Zapad AD, with the previous name CEZ Razpradelenie Bulgaria AD) and Elektrohold Sales AD (with the previous name CEZ Electro Bulgaria AD) are with the following results:

Regarding Electricity Distribution Networks Zapad AD (previously named "CHEZ Distribution Bulgaria" AD):

Number of persons who accepted the tender offer:

  • » Number of individuals who accepted the offer 36;
  • » Number of legal entities that accepted the offer 7;

Total number of shares to be acquired from trading offeror "EASTERN EUROPEAN ELECTRIC COMPANY" B.V. – 6,165 pieces.

Offered price per share: BGN 302.56 (three hundred and two BGN and fifty-six cents).

Deadline for payment of the price by Trade the offeror: until 28.06.2022, inclusive.

The percentage of participation/votes in the general meeting of a public company achieved by Trade offeror: 99.25 %.

Regarding Electrohold Sales" AD (previously known as "CEZ Electro Bulgaria" AD):

Number of persons who accepted the tender offer:

  • » Number of individuals who accepted the offer 5;
  • » Number of legal entities that accepted the offer 2.

Total number of shares to be acquired from trading offeror "EASTERN EUROPEAN ELECTRIC COMPANY" B.V. – 37 pieces.

Offered price per share: 28,433.51 (twenty-eight thousand four hundred thirty-three BGN and fiftyone cents).

Deadline for payment of the price by Trade the offeror: until 28.06.2022, inclusive.

The percentage of participation/votes in the general meeting of a public company achieved by Trade offeror: 97.66 %.

In connection with the completed tender offers, the Commercial Offeror has reached a share in the capital of Electrorazpredelitelni mreji Zapad AD and Electrohold Sales AD of 99.25% and 97.66%, respectively, which is why the grounds for application of Art. 157a of the Public Offering of Securities Act (POSA), namely: the tender offeror has the right within three months from the deadline of the tender offer (ie until 17.09.2022, inclusive) to buy out the voting shares of the remaining shareholders - with or without their consent, at a price determined in accordance with the provisions of art. 157a, para. 3 of the Public Offering of Securities Act (POSA), in accordance with the procedure and under the conditions provided for in Art. 157a of the Public Offering of Securities Act (POSA)and Section I "Repurchase of shares under Art. 157a of the Public Offering of Securities Act (POSA) from Chapter two "a" of Ordinance No. 13.

In the statutory terms, the trade offeror will deposit with the Commission for Financial Supervision, on the basis of Art. 157a, para. 4, a proposal to purchase the voting shares of the remaining shareholders at a price determined in accordance with the provisions of Art. 157a, para. 3 Public Offering of Securities Act (POSA)

✓ On June 22, 2022, Eurohold Bulgaria AD received a stable outlook on its long-term credit rating from Fitch Ratings. In its announcement on June 22, the agency confirmed the rating it assigned to the holding - "B", changing the outlook from "negative" to "stable". The stable outlook reflects the agency's assessment of Eurohold's new structure, as well as the company's changed business and financial profile following the acquisition of Czech energy group CEZ's assets in Bulgaria. As a result of the acquisition, Eurohold's leading business line changes from insurance to utilities, and the company's energy business is expected to form the majority of the holding's operating profit, Fitch notes.

The agency's new assessment also reflects Eurohold's intention to divest from car sales and leasing, which should be completed by the end of this year. In its forecast for the holding company, Fitch expects strong operating cash flow and moderate capital expenditures, which will lead to a reduction in the company's indebtedness in the medium term.

✓ On 30.06.2022, Eurohold Bulgaria AD concluded an agreement for the sale of the rest of its automotive and leasing business by selling its subsidiary sub-holding companies Auto Union AD and Eurolease Group AD together with the operating companies owned by them.

July (events after the end of the reporting period)

✓ On 21.7.2022, an existing bank loan to the International Bank for Economic Cooperation (IBEC) in the amount of EUR 15 million was renegotiated, with the principal subject to repayment in 2 tranches - EUR 3 million is due by 31.7.2022, and the remaining EUR 12 million until 28.1.2023.

The new owner of Auto Union AD and Eurolease Group AD is Asterion Bulgaria AD - a holding company whose business includes trade in cars, service activities and supply of spare parts.

Following the acquisition of CEZ Group's energy companies in Bulgaria in mid-2021, Eurohold declared the automotive and leasing businesses non-core and its intention to exit these activities. Eurohold's objective is to focus on its strategic insurance and energy businesses, supported by asset management.

As a result, Eurohold was able, through its subsidiaries Auto Union and Eurolease Group, to negotiate and implement in several transactions the sale of part of its main operating car companies - Star Motors (Mazda), Daru Car (BMW), N Auto (Nissan), Espas Auto (Renault) and EA Properties (management of investment properties - showroom and service).

As of 30.06.2022, Auto Union AD owns Auto Italia EOOD and several other smaller subsidiaries (offering limited brands of cars, scooters and motorcycles, as well as oils, lubricants and branded solutions for fuels).

Eurolease Group AD unites the leasing business of Eurohold, which is organically related to the automotive business and includes six subsidiaries offering financial leasing, short-term and longterm rental (operating lease) of new and used cars in Bulgaria and North Macedonia.

As of 30.06.2022, the leasing business, represented mainly by the main companies Eurolease Auto EAD (financial leasing) and Eurolease Rent a Car EOOD (operating leasing), has a gradually decreasing portfolio as a result of the sold car companies described above. The synergy created in the Eurohold group had a negative impact on the leasing business after the sale of the main car brands to Auto Union, as the most important leasing company Eurolease Auto practically lost its most important channel for generating a portfolio of new leasing business, and from there any further growth potential. This is confirmed by the reduction of the company's leasing portfolio within one year, from BGN 66 million by the half-year of 2021 to BGN 52 million by 30.06.2022, and expectations are at the end of the reporting year to drop to BGN 30 million.

The transaction for the sale of the leasing and automotive business will significantly reduce the indebtedness of the Eurohold group, as leasing companies traditionally operate with a high proportion of borrowed capital, and automotive companies with working capital.

As a result of the sales, as of 30.06.2022, the following debts are eliminated from Eurohold's group indebtedness:

  • ✓ of the leasing business 39 million euros of secured liabilities (financing of leasing activities with a pledge of receivables/cars) and 5.4 million euros of unsecured liabilities (bonds issued by the leasing companies);
  • ✓ of the automotive business EUR 6 million in secured liabilities (working capital with a pledge of inventories and receivables), EUR 7 million (issued bonds) as of the first half of 2022, as well as EUR 3 million in secured bank guarantees.

This will improve the overall capital position of Eurohold, as well as enable the Holding to focus on the strategic development and implementation of the investment plans of the insurance and energy businesses.

The Management Board of Eurohold Bulgaria AD is not aware of any other significant or material events occurring after the closing date of the reporting period.

ACTIVITY RESULTS

Results on an individual basis

Eurohold Bulgaria AD is a holding company with significant investments in subsidiaries and as such does not carry out regular commercial transactions. Eurohold manages a portfolio of companies in the sectors: insurance, energy (from 27.07.2021), investment brokerage and asset management (financial services) as well as cars (until 30.06.2022) and leasing (until 30.06.2022). The Eurohold Group has a long-term approach to its investments and holds leading positions on the markets in the segments in which it operates.

One-off effect of sale of investments in subsidiaries

In view of the entry from mid-2021 into a new sector market, namely the energy market, Eurohold announced the automotive and leasing direction from the non-core business group in its development strategy. Within a one-year period, Eurohold was able to realize transactions on the sale of part of the automobile companies and negotiate the sale of leasing companies. In addition, on 30.06.2022, Eurohold Bulgaria AD signed an agreement for the sale of the entire remaining automotive and leasing business, through the sale of 100% of the owned share of the capital of its subsidiaries Auto Union AD and Eurolease Group AD.

As a result of the sales of investments in subsidiaries, Eurohold realized for the half year of 2022 a net negative result on an individual basis in the amount of BGN (13,373) thousand - representing a one-time effect of the sale of investments in subsidiaries (see under -below in "FINANCIAL RESULT").

The negative result from the sale of subsidiary companies is based on expert assessments by independent appraisers and reflects the significantly reduced business in connection with the previously sold subsidiaries of the automotive subholding Avto Union AD - the main revenue generators of the automotive group. By the half of 2022, the remaining companies in Auto Union are smaller in terms of business volume and with significantly low growth potential.

Regarding the leasing business - the significantly reduced sales in Auto Union are proportionally reflected in the reduction of the leasing business, which leads to the generation of a significantly smaller volume of new business and a lack of growth factors.

Operational activity

The operating income of the Company on an individual basis has a financial nature, with the most significant of them - profits from operations with financial instruments and subsequent assessments occurring in different reporting periods and not of a permanent nature. Due to this essential factor, investors and interested parties should read this individual report together with the consolidated statement of operations for the relevant reporting period, giving a clear and complete picture of the risks, results, financial position, strategies and development prospects of the Eurohold group.

FINANCIAL OVERVIEW

ANALYSIS OF THE FINANCIAL SITUATION

ACTIVITIES

The company's assets as of June 30, 2022 amounted to BGN 743.8 million, reporting an increase of BGN 23.8 million compared to their amount of BGN 720.5 million at the end of 2021.

Despite this growth, the total amount of Assets as of 30.06.2022 has decreased compared to the previous quarter (as of 31.03.2022) by BGN 25.8 million, mainly in connection with the sales of subsidiaries carried out in the second quarter.

30.06.2022 2021
Assets % thousand
BGN
thousand
BGN
thousand
BGN
Non
current
assets
Investments in
subsidiaries
(2.9)% 696 166 (20 927) 717 093
Property, plant and
equipment, usufruct
rights
(12.6)% 1 269 (183) 1 452
Other non-current
assets
(0.6)% 171 - 172
Current
assets
Receivables
from
related parties
1857% 16 619 15 770 849
Other receivables and
current assets
4428% 29 479 28 828 651
Cash 2774% 113 (2) 115
Total Assets 3.3% 743 817 23 492 720 332

ANALYSIS OF SUBSTANTIAL CHANGES IN ASSETS

» Investments in enterprises

Eurohold's core business determines the Company's asset structure, where investments in subsidiaries, associates and other companies account for 93.6% of total assets at the end of the current period (99% at the end of 2021).

During the reporting period, the total amount of funds invested in subsidiaries decreased by BGN 20.9 million, which is due to the following events:

Investment increases in the total amount of BGN 38,378 thousand.

  • ▪ An increase in the capital of Eastern European Electric Company II B.V. with a cash contribution of EUR 2,910,000 (BGN 5,691,000) carried out during the period;
  • ▪ A new subsidiary company Electrohold Green EOOD was established with a registered and paid-in capital of BGN 20,000.
  • ▪ A new subsidiary Daru Invest EAD was established with a registered and paid-in capital of BGN 11,740,000.

Reduction of investments in the total amount of BGN 17,451 thousand.

  • ▪ Sale of 100% of the capital of the newly established subsidiary Daru Invest EAD and write-off of an investment in the amount of BGN 11,740 thousand.
  • ▪ Sale of 100% of the owned share of the capital of the automotive subholding Avto Union AD and write-off of an investment in the amount of BGN 2,003 thousand.
  • ▪ Sale of 100% of the owned share of the capital of the leasing subholding Eurolease Group AD and write-off of an investment in the amount of BGN 24,635 thousand.

» Current receivables from related enterprises

Current receivables from related parties increased during the reporting period by BGN 15.8 million, this is in connection with concluded debt substitution contracts in the amount of BGN 14.4 million, according to which the obligations were assigned and according to which the financial relationships with the Assignor were settled by transferring the ownership of 7,375 pcs. redeemed own bonds with ISIN BG2100002224, with a nominal value of EUR 1,000 each.

» Other current receivables and assets

Other receivables and assets also reported substantial growth, which was due to the following:

  • ▪ Receivables under concluded contracts for the purchase and sale of the ownership of the shares owned by Eurohold Bulgaria AD in Auto Union AD and Eurolease Auto AD in the amount of BGN 8.3 million.
  • ▪ Receipt in the amount of BGN 21 million under a debt substitution agreement, under which the obligation was assigned and the financial relationships with the Assignor were settled by transferring the ownership of 10,681 units. redeemed own bonds with ISIN BG2100002224, with a nominal value of EUR 1,000 each.

EQUITY AND LIABILITIES

30.06.2022 2021
EQUITY AND LIABILITIES % thousand
BGN
thousand
BGN
thousand
BGN
Equity Share capital - 260 500 - 260 500
Premium reserve on
issue of securities
- 14 030 - 14 030
General reserves - 7 641 - 7 641
Profits / Losses 35.8% (91 560) (24 138) (67 422)
Subordinated
debt
Subordinated debt
instruments
(95.04)% 357 -6 844 7 201
Debenture loans
payable
97.5% 154 490 76 257 78 233
Due to related parties (98.6)% 858 (60 068) 60 926
Non-current
liabilities
Borrowings from
financial and non
financial institutions
110.9% 18 993 9 987 9 006
Other long-term
liabilities
(2.6)% 1 209 (32) 1 241
Current
liabilities
Debenture loans
payable
(0.8)% 135 875 (1 112) 136 987
Due to related parties (74.8)% 10 470 (31 133) 41 603
Loans from financial
and non-financial
institutions
164.4% 99 502 61 872 37 630
Trade payables (81.8)% 242 (1 086) 1 328
Other short-term
liabilities
(15.3)% 1 210 (218) 1 428
Total Equity and
Liabilities
3.3% 743 817 23 485 720 332

Analysis of significant changes in equity and liabilities

» Equity

Eurohold's share capital remains unchanged at BGN 260.5 million. The Company's registered capital consists of 260,500,000 fully paid ordinary shares with a par value of BGN 1 per share. All shares are entitled to receive a dividend and a liquidation share and represent one vote at the Company's shareholders' meeting.

Shareholders with more than 5% of the capital of Eurohold Bulgaria AD are:

  • ▪Starcom Holding AD holding 50.65%
  • ▪KJK Fund II SICAV-SIF - Balkan Discovery holding 10.79%
  • ▪ Boston Management and Research holding 8.99% through the following funds managed by it:
    • Global Opportunities Portfolio,
    • Global Macro Portfolio,
    • Global Macro Absolute Return Advantage Portfolio,
    • Global Macro Capital Opportunities Portfolio
    • SLS Holding AD owning 5.87%

In the first half of 2022, there was no change in the shareholders holding more than 5% of the Company's capital.

Eurohold's shareholders' equity as at 30.06.2022 amounted to BGN 320.6 million, with a decrease of 7% compared to the end of 2021 due to the realised loss for the reporting period.

» Subordinated debts

During the reporting period, the amount of the Subordinated debt instrument - unissued, Tier 1 capital decreased by BGN 6.8 million.The subordinated debt has no fixed maturity and Starcom Holding AD may not demand its repayment regardless of whether there is an event of default under the agreement. Eurohold Bulgaria AD shall be entitled (but not obliged) to repay amounts of principal of the Loan corresponding to each Tranche received in succession after the expiry of five (5) years from the date of receipt of the relevant Tranche. The principal amount of the Subordinated Debt shall not be accelerated except, in the event of liquidation or insolvency, upon payment of amounts due to all Senior Creditors and all other Chirographic Creditors. Interest shall be payable at the rate of five percent (5%) per annum on the monies drawn for the period of their actual use.

» Liabilities

The company's liabilities (without the subordinated debt capital) reach BGN 422.8 million, increasing by nearly 15% compared to the end of 2021.

The increase in the Holding's liabilities is related to its core business of acquiring, managing and financially supporting subsidiaries.

» Liability analysis

Remark:

The data presented in the graph are without taking into account subordinated debt instruments in the total liabilities.

The 17.5% increase in non-current liabilities is mainly due to the following changes:

  • ▪ An increase in the amount of liabilities on bond loans by 97,5%. In March 2022, Eurohold issued a new - third bond with ISIN: BG2100002224, in the amount of EUR 40 million, and at the end of June the principal obligation under this issue amounted to BGN 76,257 thousand (EUR 38,990 thousand) in connection with redeemed bonds. The bonds are corporate, ordinary, registered, book-entry, interest-bearing, secured, non-convertible, non-privileged and freely transferable bonds issued under the terms of a primary private (non-public) offering at a fixed interest rate of 3.25% per annum and interest payable every 6 /six/ months. The maturity date of the issue is 08.03.2029 and the principal is repayable once at maturity. Eurohold is committed to admit the new bond to trading on a regulated market of the Bulgarian Stock Exchange within 6 months of its issuance. TIB Bank EAD has been elected by the Management Board as trustee of the bondholders and the election of the trustee was confirmed by the AGM held on 20 April 2022.
  • ▪ Reduction of long-term liabilities to related parties in the amount of BGN 60 million after repayment of a loan provided by Starcom Holding AD in the amount of BGN 58.6 million and repayment of a loan provided by Eurolease Auto AD in the amount of BGN 1.4 million.
  • ▪ Increase in liabilities on loans from financial and non-financial institutions by BGN 10 million in connection with a bank loan from the International Investment Bank in the amount of EUR 7 million with an agreed interest rate of 5% and maturity in January 2029. The loan is secured by pledge of shares of a subsidiary.

Current liabilities increased by 19.2% mainly due to the following changes:

  • ▪ Reduction of liabilities to related parties by 74.8% (BGN 31 million) after repayment of a loan to Euroins Insurance Group in the amount of BGN 14.2 million; repayment under a loan agreement to Starcom Holding of BGN 8.8 million; an obligation arose under a loan agreement for financial instruments in the total amount of BGN 3.2 million with 6% interest and maturity January 2023; as well as a repaid liability in the amount of BGN 1.9 million under contracts for the transfer of receivables with an annual interest rate of 7.5% and due in October 2022.
  • ▪ Current liabilities to financial and non-financial institutions increased by BGN 61.9 million mainly due to an increase in other current liabilities by BGN 59.7 million representing:
    • Euro Commercial Paper (ECP) with ISIN XS2430057443, maturity 01.2023, annual interest rate – 1.8% and nominal value EUR 27,500 thousand.
    • Euro Commercial Paper (ECP) with ISIN XS2491929290, with maturity 06.2023, annual interest rate of 2.0% and nominal value of EUR 2,500 thousand.
    • Obligations under contracts for repo transactions, with a maturity of 11.2022, in the amount of EUR 3,306 thousand.

(As at 31.12.2021 other current liabilities to financial and non-financial institutions are in the form of Euro Commercial Paper (ECP) with ISIN XS2344657163, maturity 05.2022, annual interest rate - 2.0% and nominal value 2 500 thousand EUR)

Structure of loan commitments by type and nature:

Loans payable 30.06.22 31.12.21
% thousand BGN thousand BGN
Subordinated debt instruments (95)% 357 7 201
Bank loan liabilities: 154% 118 495 46 636
Non-current payables to banks 111% 18 993 9 006
Current liabilities to banks 164% 99 502 37 630
Liabilities on bonded loans: 35% 290 365 215 220
Non-current liabilities on bonded loans: 97% 154 490 78 233
EMTN Programme ISIN: XS1542984288 - 19 558 19 558
Bond loan with ISIN code BG2100013205 - 58 675 58 675
Bond loan with ISIN code BG2100002224 n/a 76 257 -
Current liabilities on bonded loans: (1)% 135 875 136 987
EMTN Programme ISIN: XS1731768302 (5)% 129 092 136 185
Interest payable on bond loans 746% 6 783 802
Due to non-financial institutions: 1230% 64 570 4 855
Current other loans (Euro Commercial Paper - ECP) 1230% 64 570 4 855
Loans payable to related parties: (89)% 11 328 102 529
Non-current (99)% 858 60 926
Current (75)% 10 470 41 603
Total amount of loan commitments 29% 485 115 376 441
Non-current liabilities 12% 174 698 155 366
Current liabilities 40% 310 417 221 075

In the first six months of 2022, the following transactions were carried out with bonds issued by Eurohold Bulgaria:

  • ▪ 2,126 units were acquired under a loan agreement for financial instruments. bonds from the EMTN Program in EUR with ISIN XS1731768302, under which the company reported interest expenses in the amount of BGN 135 thousand.
  • ▪ 1,650 units were acquired under a loan agreement for financial instruments. bonds from the EMTN Program in EUR with ISIN XS1731768302, under which the company reported interest expenses in the amount of BGN 105 thousand.
  • ▪ A total of 1,306 units were sold during the period. bought own bonds with ISIN XS1731768302 and a profit from operations with investments and financial instruments in the amount of BGN 63 thousand was recorded.
  • ▪ Pursuant to contracts for the purchase and sale of financial instruments, the ownership of 1,306 units was transferred. (acquired) repurchased own bonds with ISIN XS1731768302. As of June 30, 2022, the financial relationships under these contracts have not been settled
  • ▪ By virtue of three contracts for repo transactions with financial instruments, 3,766 units, 2,400 units, respectively, were sold with an arrangement for repurchase. and 1,376 pcs. purchased own bonds with ISIN XS1731768302. As a result of the transactions, losses from operations with investments and financial instruments in the amount of BGN 180 thousand were reported.
  • ▪ 35,000 own bonds with ISIN BG2100002224 were bought back and a loss from operations with investments and financial instruments in the amount of BGN 479,000 was reported.
  • ▪ Pursuant to the contract for the purchase and sale of financial instruments, the ownership of 20,500 redeemed own bonds with ISIN BG2100002224 was transferred, with which the financial relationships with the Assignor under three contracts for the transfer of receivables and their annexes are settled.
  • ▪ Pursuant to the contract for the purchase and sale of financial instruments, the ownership of 6,000 (acquired) redeemed own bonds with ISIN BG2100002224 was transferred, which finally settled the financial relationships under the contract for the purchase and sale of Daru Invest EAD.
  • ▪ A total of 19,500 redeemed own bonds with ISIN BG2100002224 were sold for the period and losses from operations with investments and financial instruments in the amount of BGN 51 thousand and profits from operations with investments and financial instruments in the amount of BGN 1 thousand were reported.

ACTIVITY RESULTS

FINANCIAL RESULT

Eurohold Bulgaria AD for the period January 1 - June 30, 2022 reports a financial result on an individual basis loss in the amount of BGN 24,138 thousand.

Part of this loss in the total amount of BGN 13,373 thousand is the result of a one-off effect from the sale of subsidiaries, namely:

  • ✓ Reported loss in the amount of BGN 5 thousand from the sale of investments in subsidiary companies in connection with the transfer of the ownership of the shares of Daru Invest EAD to a third party.
  • ✓ Reported loss in the amount of BGN 13,465 thousand as a result of the contract for the sale of the leasing subholding Eurolease Group AD.
  • ✓ Reported profit in the amount of BGN 97,000 as a result of the concluded contract for the sale of the automobile subholding Auto Union AD.

In the event that the described one-off effects from sales of subsidiaries had not been realized, the loss from the activities of Eurohold Bulgaria AD for the half year of 2022 should be BGN 10,765 thousand.

For comparison, for the half-year of 2021 - the comparable period, Eurohold realized a loss from its activities in the amount of BGN 12,356 thousand.

The analysis shows that for the first six months of 2022, Eurohold reduced its operating loss (after clearing one-off effects) by BGN 1,591 thousand compared to the previous reporting period.

INCOME AND EXPENSES

» Income

Revenue analysis

Income from operating activities
%
30.06.2022
thousand BGN
30.06.2021
thousand BGN
-
Dividends
843% 2 102 223
-
Gains from the sale of investments in subsidiaries,
transactions with financial instruments and
subsequent valuations.
(3)% 590 607
-
Interest income
1710% 181 10
-
Other financial income
(97)% 12 410
Total operating income (131)% 2 885 1 250

Analysis of material income:

  • Income from dividends: in both reporting periods the income from dividends was generated from the distributed profit of the subsidiary company Euro-Finance AD
  • Gains on the sale of investments in subsidiaries, transactions with financial instruments and subsequent valuations (shown below):

In the current period of 2022:

  • Profits from the sale of investments in subsidiaries - BGN 97 thousand (related to the transfer of the ownership of the shares of Auto Union AD to a third party);
  • Profits from operations with investments and financial instruments amount to BGN 74 thousand and include:
    • BGN 63 thousand profit from the sale of purchased own bonds from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 7 thousand profit from operations with purchased own Euro Trade Book (ECP) with ISIN: XS2430057443;
    • BGN 1 thousand profit from the sale of purchased own bonds with ISIN BG2100002224;
    • BGN 3 thousand profit from the sale of other financial instruments;
  • Revenues from revaluations of debt instruments valued at fair value amount to BGN 419 thousand and represent:
    • BGN 250,000 from revaluation of purchased own bonds from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 102 thousand from revaluation of purchased own bonds with ISIN BG2100002224;
    • BGN 67 thousand from revaluation of other financial instruments.

In the comparable period of 2021:

  • Earnings from operations with investments and financial instruments include:
    • BGN 206 thousand profit from transfer of ownership of repurchased own bonds 10,500 pcs. from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 256 thousand profit from operations with buyback of own bonds with ISIN BG2100013205.
  • Income from revaluations of debt instruments measured at fair value are:
    • BGN 113 thousand from revaluation of purchased own bonds 10,500 pcs. from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 32 thousand from revaluation of purchased own bonds 900 pcs. with ISIN BG2100013205.

» Expenses

Eurohold's operating expenses are mainly related to the costs of carrying out specific ongoing projects, interest expenses on borrowed funds used/raised to finance the Holding's operations and the development and support of its subsidiaries, as well as expenses from operations with financial instruments and other financial items.

Eurohold also records fixed costs for personnel and other external services such as office rents, consumables and other costs related to the normal course and conduct of business.

Expenditure analysis

30.06.2022 30.06.2021
Operating expenses в % thousand BGN thousand BGN
-
Interest expenses
4% (10 335) (9 929)
-
Losses on sale of investments in subsidiaries, transactions
with financial instruments and subsequent valuations
9872% (14 659) (147)
-
Other financial expenses
(97)% (24) (771)
-
Expenditure on external services
(49)% (903) (1 777)
-
Personnel expenses
(4)% (433) (450)
-
Amortization expense
(45)% (186) (340)
-
(Accumulated)/Reversed impairment loss on financial
assets, net
10040% (507) (5)
Total operating expenses 102% (27 047) (13 419)

Analysis of essential costs:

The main expenses for the activity of Eurohold Bulgaria are interest expenses and losses from operations with financial instruments and subsequent assessments.

Interest expenses:

Interest expenses increased for the first half of the year by nearly BGN 0.4 million in connection with absorbed new financing for the development of subsidiaries and a new bond loan issued in March 2022. Interest expenses can be grouped into three categories depending on the financing , namely:

  • Interest on loans from banks and non-bank financial institutions in the amount of BGN 2,129 thousand, reporting an increase of BGN 445 thousand;
  • Interest on bond loans in the amount of BGN 7,241 thousand with a reported increase of BGN 791 thousand;
  • Interest on received loans and leases from related and third parties in the amount of BGN 965 thousand - a reduction of BGN 830 thousand was reported.
  • Losses on sale of investments in subsidiaries, transactions with financial instruments and subsequent valuations (shown below):

During the current period of 2022:

  • Losses from the sale of investments in subsidiaries - BGN 13,470 thousand (related to: transfer of the ownership of the shares of Eurolease Group AD to a third party in the amount of BGN 13,465 thousand and to Daru Invest EAD in the amount of BGN 5 thousand BGN);
  • Losses from operations with investments and financial instruments amount to BGN 878 thousand and include:
    • BGN 530 thousand loss from operations with purchased own bonds with ISIN BG2100002224;
    • BGN 180 thousand loss from operations with purchased own bonds from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 39 thousand loss from operations with purchased own Euro Commercial Paper (ECP) with ISIN: XS2430057443;
    • BGN 6 thousand loss from operations with other financial instruments.
    • BGN 123 thousand fees and commissions for services of an investment intermediary;
  • Разходи от преоценки на дългови инструменти, оценявани по справедлива стойност възлизат на 311 хил. лв. и представляват:
    • BGN 298,000 from the revaluation of purchased own bonds from the EMTN Program in EUR with ISIN XS1731768302;
    • BGN 10,000 from revaluation of own bought back Euro Commercial Paper (ECP) with ISIN: XS2430057443
    • BGN 3 thousand from revaluation of other financial instruments.

During the comparable period of 2021:

  • Reported losses from operations with investments and financial instruments include:
    • BGN 129 thousand from operations with repurchased own bonds from EMTN Program in EUR with ISIN XS1731768302;
    • BGN 4 thousand fees and commissions for services of an investment intermediary.
  • Costs from revaluations of debt instruments measured at fair value are:
    • BGN 14 thousand revaluation of repurchased own bonds with ISIN BG2100013205;

CASH FLOWS

Cash flows for the six months of 2022 are mainly generated from the Company's financing and investing activities related to the restructuring of long-term debt, as well as in the accumulation of free cash from subsidiaries and directing it to finance the current and investing activities of other subsidiaries.

Cash flow analysis

30.06.2022 30.06.2021
Cash flows % thousand BGN thousand BGN
-
Net cash flow from operating activities
78% (4 546) (2 551)
-
Net cash flow from investing activities
86% (10 655) (5 743)
-
Net cash flow from financing activities
77% 15 199 8 563
Net cash flows (101)% (2) 269
-
Effect of expected credit losses
(100)% - 5
-
Cash and cash equivalents at the beginning of the
year
(57)% 115 267
Cash and cash equivalents at the end of the period 79% 113 541

Non-cash transactions

During the reporting periods, the Company has performed the following investment and financial transactions that do not use cash or cash equivalents and are not reflected in the cash flow statement:

In the first half of 2022.

  • o Under a Debt replacement agreement, Eurohold Bulgaria AD as a Borrower has assumed a liability in the amount of BGN 14 426 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt another subsidiary - Initial Debtor.
  • o Under a Debt replacement agreement, Eurohold Bulgaria AD as a Borrower has assumed a liability in the amount of BGN 4 782 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt another subsidiary (related party until 30.06.2022) - Initial Debtor.
  • o Under an Assignment notification, Eurohold Bulgaria AD has transferred a liability to a subsidiary (related party until 30.06.2022) in the amount of BGN 4 782 thousand to a third party.
  • o Under an Assignment notification, Eurohold Bulgaria AD has transferred a liability to a subsidiary (related party until 30.06.2022) in the amount of BGN 14 426 thousand to a third party.
  • o Under a Set-off agreement with a subsidiary, Eurohold Bulgaria AD has set off a liability in the amount of EUR 2 500 thousand with a receivable in the amount of EUR 96 thousand up to the amount of the receivable.
  • o Under a Set-off agreement with a third party, Eurohold Bulgaria AD has set off a receivable in the amount of GBP 69 thousand with a liability of GBP 54 thousand up to the amount of the liability.
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a third company outside the group in the amount of BGN 21 000 thousand. The financial relations are settled with the transfer to the patrimony of the Assignor a total of 10 681 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each.
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a subsidiary of Eurohold Bulgaria AD in the amount of BGN 14 429 thousand. The financial relations are settled with the transfer to the patrimony of the Assignor a total of 7 375 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each.
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a subsidiary of Eurohold Bulgaria AD in the amount of BGN 4 782 thousand. The financial relations are settled with the transfer to the patrimony of the Assignor a total of 2 444 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each.
  • o Under a Set-off agreement with a subsidiary, Eurohold Bulgaria AD has set off a liability in the amount of BGN 55 thousand with a receivable of BGN 42 thousand up to the amount of the receivable.
  • o Under a Debt replacement agreement, a subsidiary (related party until 30.06.2022) of Eurohold Bulgaria AD as a Borrower has assumed liabilities in the amount of BGN 4 370 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt Eurohold Bulgaria AD - Initial Debtor.
  • o Under a Settlement agreement with a subsidiary (related party until 30.06.2022), Eurohold Bulgaria AD has set off a liability in the amount of BGN 4 370 thousand with a receivable in the amount of BGN 148 thousand up to the amount of the receivable.
  • o Under a contract for the purchase and sale of financial instruments, the ownership of 6 000 pcs. repurchased own bonds with ISIN BG2100002224 were transferred (acquired), and the liability with the transferor was settled with the sale of 100% of the shares of Daru Invest EAD (related party until 22.03.2022).
  • o Under a Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its own liability in the amount of BGN 735 thousand to a subsidiary (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part from the receivable that Eurohold Bulgaria AD owns for the sale of the shares of the same subsidiary (related party until 30.06.2022) from its buyer - Transferee (third party).
  • o Under a Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its own liability in the amount of BGN 4 256 thousand to a subsidiary (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of the same subsidiary (related party until 30.06.2022) from its buyer - Transferee (third party).

In the first half of 2021

  • o During the period the Company executed related parties SWAP transactions while simultaneously issuing new short-term European Commercial Papers (ECPs) in the amount of EUR 2 500 thousand (BGN 4 890 thousand) and repurchasing issued ECPs in the amount of EUR 2 450 thousand (BGN 4 792 thousand).
  • o The company has transferred a liability with a subsidiary and has committed to assume the amount of BGN 332 thousand, consisting of BGN 314 thousand principal and BGN 18 thousand interest.
  • o Pursuant to an Agreement for set-off of counter-liabilities with a subsidiary Eurohold Bulgaria AD has set-off a receivable in the amount of BGN 72 thousand (BGN 70 thousand principal and BGN 2 thousand interest) with a liability of BGN 332 thousand. (BGN 314 thousand principal and BGN 18 thousand interest) up to the amount of the receivable.

LITIGATIONS

As at 30.06.2022 against the Company has no significant legal proceedings instituted.

The company is a plaintiff in a material interest case of EUR 375 363,21. The company requests a refund of the amount it has transferred. The transferred amount was completely blocked in an account at Erste Bank, Novi Sad, on the basis of a prosecutor's order and an order of the civil court and will be returned to the company after a formal ruling in the above case. A final judgment is expected within the next 12 months. In view of the declared state of emergency in the country it is possible to extend the deadline. (Note 17).

WARRANTIES AND PROVIDED GUARANTEES

The company is a co-debtor/guarantor for loans received from banking/financial institutions as follows:

Third / Amount in Amount in
BGN'000
MATURITY (EUR'000)
Business
division
Related
EUR'000
parties
30.06.
2022
as of
30.06.
2022
2022 2023 2024 2025 2025 After
2026
Lease sub-holding *
Bank loans for funding of
lease operations
Third
parties
20 499 40 093 4 950 6 041 4 465 2 763 1 941 339
Automotive sub-holding *
Working capital bank
loans
Third
parties
4 824 9 435 2 828 1 377 181 181 257 -
Energy sub-holding
Corporate payment
guarantee
Related
parties
3 500 6 845 - 3 500 - - - -
Working capital loans Related
parties
17 348 33 929 - 17 348 - - - -
Corporate guarantee to
loans from a financial
institution in connection
with an acquisition
Related
parties
220 000 430 283 - - - - - 220 000
Parent company
Working capital bank
loans
Related
parties
6 000 11 735 6 000 - - - - -
Bank loans for
investment purposes
Related
parties
5 000 9 779 - - 5 000 - - -
TOTAL: 277 171 542 099 13 778 28 266 9 646 2 944 2198 220 339

* As of June 30, 2022, the leasing and automobile sub-holding companies are not related parties. In connection with the sale of the same, within a period of 31.12.2022, the new owner should step in as a guarantor for the specified loans from banking/financial institutions.

In connection with a loan to a company from Automotive sub-holding, which as of 30.06.2022 is not a related party, Eurohold Bulgaria AD has an established pledge of shares. By 31.12.2022, it is expected that the new owner will step in as a guarantor for the car sub-holding loan and the pledge will be cancelled.

In connection with financing as part of a package deal, a pledge of 35% shares of a subsidiary was established. See also.

The Company is a guarantor of issued bank guarantees as follows:

Company from: Contracted limit in
EUR'000 as of 30.06.2022
Contracted limit in
BGN'000 as of 30.06.2022
MATURITY
(EUR'000)
Automotive sub-holding 1 050 2 054 4.2022
Automotive sub-holding 1 800 3 520 4.2023
TOTAL: 2 850 5 574

** As of June 30, 2022, the automobile sub-holding companies are not related parties. In connection with the sale of the same, by 31.12.2022, the new owner should step in as a guarantor under the issued bank guarantees.

THE RELATED PARTIES' TRANSACTIONS (transactions with subsidiaries and other related parties under common control)

In the first half of 2022

  • o By virtue of a Debt replacement agreement, the Company as a Borrower has assumed a liability in the amount of BGN 14 426 thousand to Avto Union AD (related party until 30.06.2022) - Lender and has replaced Euroins Insurance Group AD - Initial Debtor in debt.
  • o In accordance with a Debt replacement agreement, the Company as a Borrower has assumed a liability in the amount of BGN 4 782 thousand to Daru Car EAD (related party until 30.06.2022) - Lender and has replaced in debt Auto Union AD - Initial Debtor.
  • o Pursuant to an Assignment Notification, the Company has transferred a liability to Daru Car EAD (related party until 30.06.2022) in the amount of BGN 4 782 thousand to a company outside the group.
  • o By virtue of an Assignment Notification, the Company has transferred a liability to Avto Union AD (related party until 30.06.2022) in the amount of BGN 14 426 thousand to a company outside the group.
  • o In accordance with a Set-off agreement with the Eastern European Electric Company B.V. Eurohold Bulgaria AD has set off a liability in the amount of EUR 2 500 thousand with a receivable of EUR 96 thousand up to the amount of the receivable.
  • o Pursuant to a Set-off agreement with EIG-Re Insurance Company AD, Eurohold Bulgaria AD has set off a liability in the amount of BGN 55 thousand with a receivable of BGN 42 thousand up to the amount of the receivable.
  • o By virtue of a Debt replacement agreement, Eurolease Group AD (related party until 30.06.2022) as a Borrower has assumed liabilities amounting to BGN 4 370 thousand to Eurolease Auto EAD - Lender and has replaced Eurohold Bulgaria AD - Initial Debtor in debt.
  • o Pursuant to a Set-off agreement with Eurolease Group AD (related party until 30.06.2022), Eurohold Bulgaria AD has set off a liability in the amount of BGN 4 370 thousand with a receivable of BGN 148 thousand up to the amount of the receivable.
  • o Pursuant to the contract for the purchase and sale of financial instruments, the ownership of 6 000 pcs. repurchased own bonds with ISIN BG2100002224 were transferred (acquired), and the liability with the transferor was settled with the sale of 100% of the shares of Daru Invest EAD (related party until 22.03.2022).
  • o Pursuant to the Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its liability of BGN 735 thousand to Auto Union AD (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of Auto Union AD (related party until 30.06.2022) from its buyer - Transferee (third party).
  • o Pursuant to the Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its liability in the amount of BGN 4 256 thousand to Eurolease Group AD (related party until 30.06.2022) - Creditor, and the closure of this liability represents the coverage of a part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of Eurolease Group AD (related party until 30.06.2022) from its buyer - Transferee (third party).

In the first half of 2021

o The Company has concluded a SWAP transaction with Euroins Bulgaria, buying back 25 pcs. ECPs with ISIN: XS2180906567 with a nominal of EUR 2 500 000 worth EUR 2 500 000 and simultaneously replace it with 25 newly issued ECPs with ISIN: XS2344657163 for EUR 2 450 000.

  • o The Company in its capacity of borrower under Agreement with Auto Union Service EOOD, in the capacity of lender and Star Motors EOOD, in the capacity of Debtor - has transferred a debt from the Debtor to the Lender and undertakes to assume to the Lender the amount of BGN 332 thousand, consisting of BGN 314 thousand principal and BGN 18 thousand interest.
  • o Pursuant to an Agreement for set-off of counter-liabilities with Auto Union Service EOOD, the Company has set-off a receivable in the amount of BGN 72 thousand (BGN 70 thousand principal and BGN 2 thousand interest) with a liability of BGN 332 thousand. (BGN 314 thousand principal and BGN 18 thousand interest) up to the amount of the receivable.

The other related parties' transactions for 2022 and 2021 are disclosed in Notes 3, 5.1, 7.1, 8.1, 9.1, 10.1, 12.1 and 12.2. from "Annexures to the interim condensed individual financial statement for the first six months of 2022."

REVIEW OF THE MAIN RISKS

This section describes our material risks, including how we manage them. If any of the risks described in this section were to occur, even in part or in combination with other risk factors or circumstances, it could have a material adverse effect on the Company.

The Company's future results of operations may differ materially from past results as a result of the occurrence of the risks described herein. Given the dynamic macroeconomic environment at this time, other risks and/or uncertainties may occur that are not currently known or that we are unable to estimate or are considered immaterial at this time and which risks could have a material adverse effect on the Company's business.

***

We draw attention to the fact that Eurohold Bulgaria AD develops its business through its subsidiaries, in this regard the Company's financial position, operating results and development prospects are directly dependent on the position, results and prospects of its subsidiaries. Each business sector, including the segments in which we operate, is subject to common risks, such as changes in the macroeconomic environment, social, political, financial, regulatory and legislative changes. Our principal risks and uncertainties are those that may have the greatest impact on our group key priorities.

***

a) NON-SYSTEMATIC RISKS

Non-systematic risks are associated with the general investment risk specific to a company, as well as the sector (industry) of the economy in which it operates.

Risks related to Eurohold's operations and structure

To the extent that Eurohold Bulgaria AD's activities are related to asset management of other companies, they cannot be attributed to a separate sector of the national economy and are exposed to the industry risks of the subsidiaries. Eurohold Bulgaria AD's group companies operate in the following sectors: insurance, energy, leasing, car sales and investment intermediation and asset management.

The impact of the individual risks of the subsidiaries is proportional to the share of the respective sector in the structure of Eurohold's long-term investment portfolio.

The Holding's principal activities are carried out through its subsidiaries, which means that its financial performance is directly linked to the financial performance and development trends of its business units within the economic group.

The existence of companies in the portfolio whose net sales revenues are also generated by products sold to other subsidiaries (related parties) places the performance of these companies in direct dependence on the level of profitability of the customers (related parties), which may negatively affect the profitability of the entire group.

The main risk associated with the operations of Eurohold Bulgaria AD is the possibility of a reduction in the sales revenues of the companies in which it participates and on the receipt of dividends. In this regard, this may have an impact on the company's revenue growth as well as on the change in its profitability.

Deterioration in the performance of one or more subsidiaries could result in a deterioration in results on a consolidated basis. This in turn is also linked to the company's share price as a result of investors' expectations of the company's and Eurohold Group's prospects, as the share market price takes into account the business potential and assets of the economic group as a whole.

Risks related to Eurohold's development strategy

Eurohold's future earnings and economic value depend on the strategy chosen by the senior management team of the company and its subsidiaries. Choosing an inappropriate strategy could lead to significant losses.

Eurohold Bulgaria plc seeks to manage the risk of strategic errors by continuously monitoring the various stages in the implementation of its market strategy, and the results thereof. This is essential in order to be able to react in a timely manner if a change is required at a particular stage in the strategic development plan. Untimely or inappropriate changes in strategy could also have a material adverse effect on the Company's business, operating results and financial condition.

Risks related to the management of Eurohold

The risks associated with the management of the Company might be:

  • making the wrong decisions about the day-to-day investment management and liquidity of the Company and the Group as a whole, both by Eurohold's senior management and operational staff;
  • management's inability to start the implementation of planned projects or lack of suitable staff for specific projects;
  • possible technical errors of the single management information system;
  • possible errors of the internal control system;
  • the departure of key staff and the inability to recruit staff with the necessary qualities;
  • risk of excessive increases in management and administration costs leading to a reduction in the overall profitability of the company.

Risks associated with Eurohold's inability to raise capital to fund its strategic objectives

The ability of Eurohold Bulgaria AD to grow and implement its strategies depends to a large extent on its ability to raise capital. The volatility of the financial markets, as well as any apparent lack of trust between financial institutions, could make it significantly more difficult to raise long-term capital on reasonable terms.

The management of Eurohold Bulgaria AD supports the efforts of the Group's subsidiaries to attract bank resources for investment and to use the opportunities provided by this type of financing to secure working capital. The volumes of these funds raised are maintained at certain levels and are authorised after demonstrating the economic efficiency for each company.

Management's policy is to raise financial resources from the market mainly in the form of equity securities (shares), debt instruments (bonds) and borrowings from banking and non-banking institutions, which it invests in its subsidiaries to finance their projects, by increasing their capital or providing loans. Separately, Eurohold Bulgaria plc monitors the capital structure of each company and takes action to maintain the regulatory capital requirements for each business segment by increasing their capital.

Liquidity risk

Liquidity risk relates to the possibility that Eurohold Bulgaria AD may not repay its liabilities in the agreed amount and/or on time when they become due. The Issuer seeks to minimise this risk through optimal cash

flow management within the Group. The Group adopts an approach to ensure that it has the liquidity resources necessary to meet liabilities as they arise under normal or exceptional conditions without incurring unacceptable losses or damaging the reputation of individual companies and the economic group as a whole.

Subsidiaries shall make financial planning to meet the payment of expenses and current liabilities over a ninety-day period, including the servicing of financial liabilities. This financial planning minimises or completely excludes the potential effect of contingencies.

Risk of possible transactions between companies in the group, the terms of which differ from the market

Relationships with related parties arise under temporary financial assistance agreements of subsidiaries and in connection with transactions related to the ordinary business activities of subsidiaries.

The risk of possible transactions between Group companies on terms that differ from market terms is reflected in the risk of achieving a low return on the intra-group financing provided. Another risk that may be assumed is that sufficient revenue, and hence a good profit for the relevant company, may not be realised in intragroup commercial transactions. At a consolidated level, this could have a negative impact on the profitability of the entire group.

Within Eurohold, transactions between the parent company and the subsidiaries and between the subsidiaries themselves, arising from the nature of their core business, take place on an ongoing basis. All transactions with related parties are carried out on terms that do not differ from normal market prices and in compliance with IAS 24 'Related Party Disclosures'.

Eurohold Bulgaria AD operates through its subsidiaries, which means that its financial results are directly dependent on the financial performance, development and prospects of its subsidiaries. Poor performance of one or several subsidiaries could lead to a deterioration of financial results on a consolidated basis.

b) SYSTEMATIC RISKS

Macroeconomic risk

Eurohold Bulgaria AD carefully monitors the possible risks that may occur both directly to it and to its subsidiaries operating in CEE.

At this point in time, economic activity is still supported by the recovery of the economy after the crisis phase of the pandemic. The delayed recovery of supply chain disruptions is leading to continued material and raw material shortages leading to disruptions in the production process. Inflation has increased significantly and is likely to remain high in the coming months, mainly due to the sharp rise in energy costs, with rising energy and commodity prices reducing demand and holding back production. This leads to a sharp rise in energy and commodity prices as households face higher living costs and companies face higher production costs.

Given today's uncertainties, the way in which the economy in Bulgaria and Europe will develop is material to the operations of the Eurohold Group companies, with the development of the military conflict between Russia and Ukraine and the impact that the current sanctions will have on economic activity and activity being crucial to the economy, with inflationary pressures likely to intensify. The sanctions are expected to affect the activities of a number of businesses in various sectors of the economy globally. With the global economy forecast to slow considerably due to events in Ukraine and increasing disruption in supply chains, this is expected to lead to a reduction in consumption and real incomes for the population.

The Eurohold Group holds interests in companies in conflict-affected regions, but their business size is relatively small and of insignificant contribution to consolidated revenues, earnings and assets compared to the Group's other investments. These companies operate only in the local territory while being well capitalised and the assessment of their operations at this time is that no material risk exists.

Overall, the military environment that has been created at this point in time is extremely dynamic and management cannot at this stage make a qualitative and quantitative assessment of its impact on the Group, but is actively monitoring the situation and is prepared to implement actions and measures depending on its development and duration. Should there be any indication of material impacts caused by the hostilities and the subsequent macroeconomic turmoil affecting the operations of the companies forming part of Eurohold Bulgaria, the same will be analysed, assessed and disclosed in the next interim financial statements for 2022.

Eurohold Bulgaria AD seeks to monitor the likelihood of the occurrence of macroeconomic risk and is developing group-wide measures to mitigate, to the extent possible, the effects that the existence of this risk may have. However, Starcom cannot completely exclude and limit its impact on the business, financial position, earnings and cash flows at a group level. There is also the possibility that the occurrence of this risk could exacerbate other risks or a combination of risks.

Impact of the effects of Covid-19

At the time of preparation of this report, the emergency epidemic situation in the country has ceased, and various measures to support the recovery of the economy introduced by the government have been discontinued.

Growth in the euro area economy remained weak in the second quarter of 2022, largely due to pandemicrelated constraints. An opening up of the sectors most affected by the pandemic, and a strong labour market with more people in employment, will support incomes and hence economic activity.

At the same time, fiscal and monetary policy support remains critical, especially in this difficult geopolitical situation.

Political risk

Currently, the political situation in Bulgaria is not very stable. In this regard, there may be political and public disagreements on possible legislative changes, in particular those concerning the economic and investment climate in the country. There is also no political consensus in the country at this point in time on the complicated geopolitical situation in the region as a result of the Russian-Ukrainian crisis. The country is facing new parliamentary elections expected to be held in October 2022.

A potential political instability in the country and in Europe could have a material adverse effect on the Company's and its Group's business, operating results and financial condition. The Company, through its subsidiaries, operates in the regions affected by the military conflict and is therefore also vulnerable to foreign political risks and their effects on the economy of the country, the regions affected by the conflict and Europe as a whole.

Given the uncertainty of the outcome of the dynamic political and economic environment that has been created, users of this Report should consider the existence of political risk according to their own understanding and expectations.

Country credit risk

Credit risk is the probability of a country's international credit ratings deteriorating. Low credit ratings of a country can lead to higher interest rates, more difficult financing conditions for economic entities, including Eurohold.

Credit ratings serve as a basis for measuring and determining a country's credit risk. The latest credit ratings assigned to Bulgaria are as follows:

On 18.06.2022, the international rating agency Fitch Ratings confirmed the long-term credit rating of Bulgaria in foreign and local currency 'BBB' with a positive outlook.

Bulgaria's rating is supported by its strong external and fiscal position relative to countries with the same rating, the reliable political framework of EU membership and the long-term functioning of the currency board regime. On the other hand, adverse demographic factors weigh on potential growth and public finances in the long run.

The positive outlook reflects plans for eurozone membership, which could lead to further improvements in the country's external position. The authorities remain committed to adopting the euro until 2024, with risks around the time horizon mainly stemming from external factors. The rating agency does not expect a delay of more than one year in the adoption of the euro, in case the country fails to meet the convergence criteria in 2023, as they believe that there is a clear commitment at the EU level to speed up this process.

Fitch Ratings forecast GDP growth to slow to 3% in 2022 from 4.2% in 2021 as higher inflation and weaker external demand weigh on the country's consumption and foreign trade, respectively. Economic development held up surprisingly well in the first quarter of 2022, with private consumption holding steady, but the rating agency expects activity to weaken as inflationary pressures build over the year. Fitch Ratings continue to expect a moderate acceleration in growth in 2023 (to 3.8%), largely due to stronger investment related to EU funds. Political uncertainty remains an important downside risk. The renewed prospect of new elections could delay the uptake of the Recovery and Resilience Plan, which was finally approved in April. However, the risks of a more substantial slowdown appear limited at present, underscoring the economy's resilience over the past few years to both domestic and external shocks.

Source: www.minfin.bg

On 28/05/2022, the international rating agency S&P Global Ratings confirmed the long-term and short-term credit rating of Bulgaria in foreign and local currency 'BBB/A-2'. The outlook for the rating remains stable.

The rating agency expects that the Russia-Ukraine military conflict will cause a shock to the Bulgarian economy and as a result real GDP growth in 2022 will slow down to 1.6% compared to 4.3% (in their November forecast) , and the budget deficit will double to 5% of GDP. S&P note that Bulgaria's strong external and fiscal balances will help cushion this shock, and a steady inflow of transfers from the EU will support growth over the medium term.

The stable outlook reflects S&P's expectations that the Bulgarian economy will not suffer major external or fiscal imbalances. Rather, the shock to the economy, along the lines of the military conflict, will be temporary and economic growth will pick up from 2023, supported by the inflow of transfers from the EU. S&P expect this to limit the growth of consolidated government debt, which will remain low internationally.

According to S&P, the Bulgarian economy will be affected by the conflict in Ukraine due to high inflation, which will lead to a decrease in disposable income, lower business and consumer confidence in the country, as well as secondary effects resulting from lower economic activity in the - the country's important trade partners in the EU. The rating agency assesses that the situation related to interrupted gas supplies from Russia to Bulgaria remains manageable due to ongoing efforts to diversify supplies and remaining gas reserves, which are low but still sufficient. However, S&P sees high and rising inflation rates as a challenge for the government. Pressure on public finances is increasing, but net government debt remains below 20% of GDP and provides sufficient policy space.

Source: www.minfin.bg

The adoption of a consistent and long-term economic policy in Bulgaria would be a valid reason for the potential increase in the country's credit rating, which in turn would have a favorable impact on the economic group of Eurohold expressed in the Group's financing opportunities. In the event of a downgrading of Bulgaria's credit rating, as a result of the unstable governance of the country, there may be a negative impact on the Group and on the cost of financing, except in the event that its loan agreements are with fixed interest rates.

Inflation risk

According to the latest NSI data, the consumer price index for June 2022 compared to May 2022 is 100.9%, i.e. monthly inflation is 0.9%. Year-to-date inflation (June 2022 vs. December 2021) is 10.1%, and annual inflation for June 2022 vs. June 2021 is 16.9%. Average annual inflation for the period April 2021 - March 2022 compared to the period July 2021 - June 2022 compared to the period

July 2020 - June 2021 is 9.3%.

The harmonized index of consumer prices for June 2022 compared to May 2022 is 101.2%, i.e. monthly inflation is 1.2%. Year-to-date inflation (June 2022 vs. December 2021) is 9.4%, and annual inflation for June 2022 vs. June 2021 is 14.8%. The average annual inflation for the period July 2021 - June 2022 compared to the period July 2020 - June 2021 is 7.8%.

The price index for the small basket for June 2022 vs. May 2022 is 100.5%, and YTD (June 2022 vs. December 2021) is 111.2%.

Source: www.nsi.bg

According to data from the ECB's Economic Bulletin No. 2/2022, inflation in Europe rose to 7.5% in March from 5.9% in February. Energy prices have risen since the start of the war and are now 45% above their level a year ago. They continue to be the main reason for the high rate of inflation. Market indicators suggest that energy prices will remain high in the short term, but will then ease somewhat. Food prices have also increased sharply. This is due to increased transport and production costs, as well as the cost of increased energy prices.

Source: https://www.ecb.europa.eu/

Currency risk

This risk is associated with the possibility of depreciation of the local currency. For Bulgaria in particular, this is a risk of premature abandonment of the terms of the Currency Board at a fixed exchange rate of the national currency, which would lead to either the devaluation of the lev or the appreciation of the lev against foreign currencies. Any significant depreciation of the lev can have a significant adverse effect on business entities in the country, including the Company. Risk also exists when the income and expenses of an entity are generated in different currencies.

Given the policy adopted by the government and the BNB, the expectations are to maintain the Currency Board until the country's accession to the Eurozone.

On July 10, 2020, the European Central Bank announced that Bulgaria has been officially admitted to the ERM II currency mechanism. The central rate of the Bulgarian lev is fixed at 1 euro = 1.95583 levs, and it was assumed that Bulgaria joins the currency mechanism with its existing currency board regime, as a unilateral commitment and without additional requirements to the ECB. Bulgaria will become a member of the Eurozone on January 1, 2024. The National Plan for the Introduction of the Euro in Bulgaria describes the principles, the institutional and legal framework for the adoption of the euro, as well as the main activities for the successful introduction of the euro from January 1, 2024. The document addresses all the important operational activities and measures that participants in the preparation for the introduction of the euro - the private, public sector and citizens - should carry out as part of the process of adopting the euro.

The activity of the Company does not presuppose exposure to significant currency risk, because almost all its operations and transactions are denominated in Bulgarian levs and euros, and the latter has a fixed exchange rate against the lev.

Significant changes in the different exchange rates of the subsidiaries outside Bulgaria, namely in Romania, Northern Macedonia, Ukraine, Georgia and Belarus, respectively - Romanian Leu (RON), Macedonian Denar (MKD), Ukrainian Hryvnia (UAH), Georgian GEL (UAH) and the Belarusian ruble (BYR), whose exchange rate is determined almost freely on the local foreign exchange market, would have a corresponding effect on Eurohold's group results. The consolidated revenues of Eurohold Bulgaria AD will be exposed to currency risk depending on the movement of these currencies against the euro.

Interest rate risk

Interest rate risk is related to the possibility of a change in the prevailing interest rates in the country. Its impact is expressed by the possibility that the net income of companies may decrease due to an increase in the interest rates at which the Issuer finances its operations. Interest rate risk is included in the category of macroeconomic risks due to the fact that the main prerequisite for a change in interest rates is the occurrence of instability in the financial system as a whole. This risk can be managed through the balanced use of different sources of financial resources.

An increase in interest rates would, all other things being equal, affect the cost of the financial resources used by the Company in implementing various business projects. It may also affect the Company's cost base as a significant portion of the Company's liabilities are interest bearing and their servicing is linked to current interest rates. The current trend is towards gradual increase in interest rates by the Central Banks.

Risk of high levels of unemployment

Unemployment risk is characterised by a fall in labour demand, influenced by real aggregate demand in the economy, resulting in a decline in the real purchasing activity of some economic agents.

High levels of unemployment may seriously threaten economic growth in the country, which in turn may lead to a contraction in consumption and a reduction in the revenues generated by economic entities in the country, including revenues generated by the Company and its subsidiaries.

According to the latest NSI data, the unemployment rate for the first quarter of 2022 was 4.9%, or 1.4 percentage points lower than in the first quarter of 2021. The number of unemployed persons is 158.7 thousand, of which 84.3 thousand (53.1%) are men and 74.4 thousand (46.9%) are women. Compared to the first quarter of 2021, the number of unemployed persons decreased by 45.3 thousand, or by 22.2%. The long-term unemployment rate decreased by 0.2 percentage points compared to the first quarter of 2021 and reached 2.5%, remaining higher for men (2.7%) than for women (2.2%).

Source: www.nsi.bg

Risks associated with regulatory changes. Regulatory risk

The Company's results may be impacted by regulatory changes. The Eurohold Group operates in a highly regulated environment in various European countries. The possibility of more radical changes in the regulatory framework, in the interpretation or practice of implementing legislation, and in the divergence of legislation and regulations in Bulgaria and in the countries in which the Company operates, could have an adverse effect on its business as a whole, its operating results, and its financial condition.

Financial risk

Financial risk represents the additional uncertainty to the investor of receiving revenue in cases where the company uses borrowed or leveraged funds. This additional financial uncertainty adds to the business risk. Where part of the funds with which the company finances its activities are in the form of loans or debt securities, the payments for these funds represent a fixed obligation.

Some of Eurohold's subsidiaries, in particular companies in the leasing and automotive divisions, due to the nature of their business, benefit from significant leverage. The lack of resources for their financing may lead to a disruption in the rhythm of their operations and to negative financial results, and this directly affects Eurohold's group financial position.

Risk of increased competition

All sectors in which the Eurohold Group subsidiaries operate are characterised by a highly competitive environment. The future success of the Group will depend on the ability of Eurohold and its subsidiaries to remain competitive compared to other companies operating in a given market segment.

c) RISK MANAGEMENT AND MINIMISATION MECHANISMS

The elements outlining the framework for the management of individual risks are directly related to specific procedures for the timely prevention and resolution of potential difficulties in the operations of Eurohold Bulgaria AD. They include ongoing analysis in the following areas:

  • market share, pricing policy, market research and market development and market share studies;
  • active investment management in different sectors and industries;
  • a comprehensive asset and liability management policy for the Company and the Group to optimise the structure, quality and return on assets;
  • optimising the structure of funds raised with a view to ensuring liquidity and reducing financial costs across the Group;
  • effective cash flow management at group level;
  • optimising administration, management and external service costs;
  • human resources management

Overall risk management is focused on minimising potential negative effects that could impact the Group's financial performance. Financial risks are identified, measured and monitored on an ongoing basis using various controls to determine appropriate pricing for the services and products offered by Eurohold Group companies and for the borrowed capital raised by them. Adequate assessment is made of market circumstances, the investments made in the Group and the forms in which available liquidity is maintained, without undue concentration of risk.

The occurrence of unforeseen events, incorrect assessment of current trends, as well as a host of other microand macroeconomic factors, may affect the judgement of the Company's management team.

CONCLUDED SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD DATE

July (events after the end of the reporting period)

✓ On 21.7.2022, an existing bank loan to the International Bank for Economic Cooperation (IBEC) in the amount of EUR 15 million was renegotiated, with the principal subject to repayment in 2 tranches - EUR 3 million is due by 31.7.2022, and the remaining EUR 12 million until 28.1.2023.

INFORMATION ON LARGE RELATED PARTY DEALS IN THE SECOND QUARTER OF 2022.

All concluded transactions with related parties, including material ones, are disclosed in this report and in the Appendices to the interim individual financial report for the second quarter of 2022.

27 July 2022 ASSEN MINCHEV Executive director

MILENA GUENCHEVA

Prosecutor

Eurohold Bulgaria AD Interim condensed separate statement of profit or loss and other comprehensive income for the first half of 2022

Notes 30.06.2022 30.06.2021
BGN '000 BGN '000
Revenue from operating activities
Dividend income 3 2 102 223
Gains from the sale of investments in subsidiaries,
transactions with financial instruments and subsequent
valuations 4 590 607
Interest income 5 181 10
Other financial revenue 6 12 410
2 885 1 250
Expenses on operating activities
Interest expenses 7 (10 335) (9 929)
Losses on sale of investments in subsidiaries, transactions
with financial instruments and subsequent valuations
8 (14 659) (147)
Other financial expenses 9 (24) (771)
Hired services expenses 10 (903) (1 777)
Salaries and related expenses (433) (450)
Depreciation 13.1, 13.2 (186) (340)
(Expenses) / Revenue from impairment of financial assets,
net 11 (507) (5)
(27 047) (13 419)
Profit / (Loss) from operating activities (24 162) (12 169)
Other revenue/(expenses),net 12 24 (187)
Net Profit /(Loss) (24 138) (12 356)
Total comprehensive income for the period (24 138) (12 356)

This interim condensed separate financial statement was approved by the Board of Directors of Eurohold Bulgaria AD on July 27, 2022.

Prepared by: Signed on behalf Procurator: of BoD:

/Salih Trampov/ /Аsen Minchev/ /Milena Guentcheva/

Eurohold Bulgaria AD Interim condensed separate statement of financial position as of 30 June 2022

30.06.2022 31.12.2021
Notes BGN '000 BGN '000
ASSETS
Non-current assets
Investments in subsidiaries 13 696 166 717 093
Property, plant and equipment 14.1 1 269 1 452
Intangible assets 14.2 2 3
Non-current receivables from related parties 15.1 - 169
Non-current receivables 15.2 169 -
697 606 718 717
Current assets
Related parties' receivables 16 16 619 849
Other receivables and assets 17 29 479 651
Cash and cash equivalents 18 113 115
46 211 1 615
TOTAL ASSETS 743 817 720 332

This interim condensed separate financial statement was approved by the Board of Directors of Eurohold Bulgaria AD on July 27, 2022.

Prepared by: Signed on behalf Procurator: of BoD:

/Salih Trampov/ /Аsen Minchev/ /Milena Guentcheva/

Eurohold Bulgaria AD Interim condensed separate statement of financial position (continued) as of 30 June 2022

30.06.2022 31.12.2021
Notes BGN '000 BGN '000
EQUITY AND LIABILITIES
Equity
Share capital 19.1 260 500 260 500
Share premium 19.2 144 030 144 030
General reserves 19.2 7 641 7 641
Retained earnings (67 422) 48 966
Profit / (Loss) for the year/period (24 138) (116 388)
Total equity 320 611 344 749
Subordinated debts 20 357 7 201
Non-current liabilities
Bond liabilities 22 154 490 78 233
Non-current related parties' liabilities 23 858 60 926
Loans and borrowings 21 18 993 9 006
Other non-current liabilities 24 1 209 1 241
175 550 149 406
Current liabilities
Bond liabilities 22 135 875 136 987
Related parties' liabilities 26 10 470 41 603
Loans and borrowings 21 99 502 37 630
Trade payables 25 242 1 328
Other current liabilities 27 1 210 1 428
247 299 218 976
Total liabilities and subordinated debts 423 206 375 583
TOTAL EQUITY AND LIABILITIES 743 817 720 332

This interim condensed separate financial statement was approved by the Board of Directors of Eurohold Bulgaria AD on July 27, 2022.

Prepared by: Signed on behalf Procurator: of BoD:

/Salih Trampov/ /Аsen Minchev/ /Milena Guentcheva/

Eurohold Bulgaria AD Interim condensed separate statement of cash flows for the first half of 2022

30.06.2022 30.06.2021
Notes BGN '000 BGN '000
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) / Profit before tax (24 138) (12 356)
Adjusted for:
Depreciation 186 340
Interest income 5 (181) (10)
Interest expenses 7 10 335 9 929
Dividend income 3 (2 102) (223)
(Gains)/ Losses from sale of investments, net 14 177 (329)
(Gains)/ Losses from revaluation of investments, net (108) (131)
Foreign exchange differences 4 201
(Expenses for)/reintegration of impairment of financial
assets, net 507 5
Adjustments in working capital:
Decrease/(increase) in trade and other receivables (2 624) (211)
(Decrease)/increase in trade and other liabilities, other
adjustments (602) 234
Net cash flows from operating activities (4 546) (2 551)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (17 451) (5 470)
Proceeds from sale of investments - -
Borrowings granted (756) (349)
Proceeds/ (payments) of borrowings 646 -
Proceeds from interests on loans 4 804 -
Dividends received 2 102 223
Other cash receipts/ payments from investing activities - (147)
Net cash used by investing activities (10 655) (5 743)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of shares 19 - 163
Proceeds from loans 215 119 30 332
Repayments of loans (192 712) (17 932)
Interest and commissions paid (6 881) (3 740)
Lease payments (193) (359)
Dividends paid - -
Other cash receipts/ payments from financing activities (134) 99
Net cash generated/(used) by financing activities 15 199 8 563
Net increase/(decrease) in cash and cash
equivalents (2) 269
Effect of expected credit losses - 5
Cash and cash equivalents at the beginning of the year 18 115 267
Cash and cash equivalents at the end of the year 18 113 541

This interim condensed separate financial statement was approved by the Board of Directors of Eurohold Bulgaria AD on July 27, 2022.

Prepared by: Signed on behalf Procurator: of BoD:

/Salih Trampov/ /Аsen Minchev/ /Milena Guentcheva/

Eurohold Bulgaria AD Interim condensed separate statement of changes in equity as of 30 June 2022

Share
capital
General
reserves
Share
premium
Other
reserves
Retained
earnings
Total
Equity
BGN '000 BGN '000 BGN '000 BGN '000 BGN '000 BGN '000
Balance as of 1 January
2021
197 526 7 641 49 568 - 48 966 303 701
Issue of share capital - - - 163 - 163
Transactions with
owners
- - - 163 - 163
Loss for the period - - - - (12 356) (12 356)
Total comprehensive
loss for the period
- - - - (12 356) (12 356)
Balance as of 30 June
2021
197 526 7 641 49 568 163 36 610 291 508
Balance as of 1 January
2022
260 500 7 641 144 030 - (67 422) 344 749
Loss for the period - - - - (24 138) (24 138)
Total comprehensive
loss for the period
- - - - (24 138) (24 138)
Balance as of 30 June
2022
260 500 7 641 144 030 - (91 560) 320 611

This interim condensed separate financial statement was approved by the Board of Directors of Eurohold Bulgaria AD on July 27, 2022.

Prepared by: Signed on behalf Procurator: of BoD:

/Salih Trampov/ /Аsen Minchev/ /Milena Guentcheva/

Notes to the interim condensed separate financial statement for the first half of 2022

1. INFORMATION ABOUT THE GROUP

Eurohold Bulgaria AD is a public joint stock company established pursuant to the provisions of article 122 of the Law for Public Offering of Securities and article 261 of the Commerce Act.

Founded in 1996, Eurohold Bulgaria AD operates in Bulgaria, Romania, Northern Macedonia, Ukraine, Georgia, Greece and Belarus. The company owns a large number of subsidiaries in the insurance, financial services, car sales sectors (until 30.06.2022) and car leasing (until 30.06.2022).

The company is registered in the Sofia City Court under corporate file 14436/2006 and is formed through the merger of Eurohold AD registered under corporate file № 13770/1996 as per the registry of Sofia City Court, and Starcom Holding AD, registered under corporate file № 6333/1995 as per the registry of Sofia City Court.

Eurohold Bulgaria has its seat and registered address in the city of Sofia, P.B. 1592, Iskar Region, 43 Hristofor Kolumb Blvd., UIC 175187337.

The governing bodies of the company are the general meeting of shareholders, the supervisory board /two-tier system/ and the management board comprising the following members as at 30.06.2022:

Supervisory board:

Asen Milkov Christov, Bulgaria – Chairman; Dimitar Stoyanov Dimitrov, Bulgaria – Deputy Chairman; Radi Georgiev Georgiev, Bulgaria – Member; Kustaa Lauri Ayma, Finland – Independent Member; Ivaylo Krasimirov Angarski, Bulgaria – Independent Member; Louis Gabriel Roman, USA – Independent Member.

Management board:

Kiril Ivanov Boshov, Bulgaria - Chairman, Executive Member; Asen Minchev Minchev, Bulgaria – Executive Member; Velislav Milkov Hristov, Bulgaria – Member; Assen Emanouilov Assenov, Bulgaria – Member; Razvan Stefan Lefter, Romania – Member.

As of 30.06.2022, the Company is represented and managed by Kiril Ivanov Boshov and Assen Minchev Minchev – Executive Members of the Management Board, and Milena Guentcheva – Procurator, only jointly by the two executive directors or by one executive director and procurator of the Company.

The Audit Committee supports the work of the Management board and plays the role of those charged with governance who monitor and supervise the Company's internal control, risk management and financial reporting system of the Company.

As of 30.06.2022, the Audit Committee of the Company comprises the following members: Ivan Georgiev Mankov, Bulgaria– Chairman; Dimitar Stoyanov Dimitrov, Bulgaria – Member; Rositsa Mihaylova Pencheva, Bulgaria – Member.

As of 30.06.2022, the Company has twenty-one employees (31.12.2021: twenty-one employees).

1.1. Scope of Activities

The scope of activities of Eurohold Bulgaria AD is acquisition, management, assessment and sales of participations in Bulgarian and foreign companies, acquisition, management and sales of bonds, acquisition, assessment and sales of patents, granting patent use licenses to companies in which the company participates, funding companies, in which the Company participates.

1.2. Types of Activities

As a holding company with a main activity of acquisition and management of subsidiaries, Eurohold Bulgaria AD performs mainly financial activities. As a holding company, Eurohold Bulgaria AD does not carry out regular business activities

The companies within the issuer's portfolio operate on the following markets: insurance, energy, automotive, leasing and financial. Investments in the automotive and leasing segment are exempted on 30.06.2022.

Insurance and Health Insurance segment:

  • o Insurance services
  • o Health insurance services
  • o Life insurance services

Energy segment:

  • o Public supply of electricity according to the Energy Act
  • o Access and transmission of electricity through the electricity distribution network and connection of new consumers to the electricity distribution network
  • o Management, maintenance, repair and development of the electricity distribution network, as well as auxiliary facilities and networks and transport of electricity through the network
  • o Trade in electricity, heat, gaseous fuels and all kinds of other energy sources
  • o Production, construction and operation of energy systems and sites / parks related to renewable energy sources
  • o Research, consulting, design, financing and construction of energy sites, supply of energy efficient services, implementation of services under contracts with guaranteed results
  • o Trade in integrated systems in the field of information and communication technologies, provision of information and technological services, as well as other technical and consulting services.

Leasing segment (until 30.06.2022):

  • o Leasing services
  • o Car rentals

Automobile segment (until 30.06.2022):

  • o Sales of new cars
  • o Car repairs

Financial segment:

Asset management and brokerage

2. BASIS FOR PREPARATION OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENT

The interim condensed separate financial statement of Eurohold Bulgaria AD is being prepared in compliance with International Accounting Standard 34 Interim Financial Reporting, issued and published by the International Accounting Standards Board (IASB) and adopted by the Commission of the European Union (EU). It does not contain all the information required to prepare an annual financial statement in accordance with International Financial Reporting Standards (IFRS) and should be read in conjunction with the company's annual financial statement as of 31 December 2021.

The interim condensed separate financial statement is a separate statement, where the investments in subsidiaries are presented at acquisition cost.

The Company also prepares consolidated financial statement by International Financial Reporting Standards (IFRS), issued and published by the International Accounting Standards Board (IASB) and adopted by the European Union (EU), in which investments in subsidiaries are accounted for and disclosed under IFRS 10 "Consolidated Financial Statements".

The interim condensed separate financial statement is presented in Bulgarian lev (BGN), which is the functional currency of the Company. All amounts are presented in thousands of BGN (BGN'000), including comparative information for 2021, unless otherwise stated. As of 01 January 1999, the Bulgarian lev has a fixed exchange rate against the euro: BGN 1.95583 for 1 euro.

The present interim condensed separate financial statement is prepared on a historical cost basis, modified in certain cases with the revaluation of some assets and/or liabilities at their fair values at the date of preparation of the Statement of financial position as specified in the notes. The interim condensed separate financial statement is prepared in accordance with the principal of a going concern.

As at the date of preparation of the interim condensed separate financial statement the management has made an assessment of the Company's ability to continue as a going concern based on available information for the foreseeable future. Following the review of the Company's operations, the management expects the Company to have sufficient financial resources to continue its operations in the near future and continue to apply the going concern principle to the preparation of the interim condensed separate financial statement.

The management believes that the Company is operational and will remain so in the foreseeable future. It has no intention or need to liquidate, or to make changes beyond the usual in its activity, or to significantly reduce its volume.

As a holding company, Eurohold Bulgaria does not carry out regular business activities.

2.1. ACCOUNTING POLICY

The company has not made any changes in its accounting policy in connection with the application of all new and/or revised IFRS that are affective for the current reporting period beginning on 1 January 2022, as during the period there were no objects or operations that are affected by changes and amendments to IFRS.

2.2.1. New standards, interpretations and amendments, adopted by the EU, effective 1 January 2022

The Company applies the following new standards, amendments and interpretations, which came into force this period and are as follows:

  • o Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions beyond 30 June 2021, applicable for periods beginning on or after 1 April 2021
  • o Amendments to IAS 16 Property, plant and equipment: Proceeds before intended use, effective from 1 January 2022.
  • o Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts — Cost of fulfilling a contract, effective from 1 January 2022.
  • o Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework, effective from 1 January 2022.
  • o Annual Improvements to IFRS Standards 2018-2020, effective from 1 January 2022.

2.1.2. Documents issued by IASB / IFRIC, which are not yet endorsed in the EU

At the date of approval of the interim condensed separate financial statements, certain new standards, amendments and interpretations to existing standards have been issued but have not entered into force or have not yet been adopted by the EU for the financial year commencing 1 January 2022 and are not were previously implemented by the company. They are not expected to have a significant impact on the Company's financial statements. Management expects all standards and amendments to be adopted in the Company's accounting policy during the first period beginning after their effective date. Below is a list of changes to the standards:

  • o IFRS 17 Insurance Contracts, effective from 1 January 2023.
  • o Amendments to IFRS 17 Insurance contracts: Initial application of IFRS 17 and IFRS 9 Comparative information, effective from 1 January 2023.
  • o Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as Current or Non-current, effective from 1 January 2023.
  • o Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies, effective from 1 January 2023.
  • o Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, effective from 1 January 2023.
  • o Amendments to IAS 12 Income Taxes: Deferred Tax Related to Assets and Liabilities arising from a Single Transaction, effective from 1 January 2023.

2.1.3. Changes to the approximate estimates

In the course of preparation of the interim condensed separate financial statement the management makes a number of assumptions, estimates and presumptions regarding the recognition and measurement of assets, liabilities, income and expenses.

Actual results could be different from the management's assumptions, estimates and presumptions and, in rare cases, entirely correspond to the previously assessed results.

In the preparation of the interim condensed separate financial statement presented, the significant judgments of the management in the application of the Company's accounting policies and the main sources of uncertainty of the accounting estimates do not differ from those disclosed in the annual financial statements of the Company as at 31 December 2021.

For the purpose of presenting this interim condensed separate financial statement, reviews have been performed for impairment of trade and other receivables.

2.1.4. Risk management

The Company is exposed to various types of risks with respect to its financial instruments. The most significant financial risk to which the Company is exposed are market risk, credit risk and liquidity risk.

2.1.5. Other Risk - Covid-19 (Coronavirus)

Due to the pandemic wave of Covid-19 (Coronavirus), which became global in late February and early March 2020 and led to a significant reduction in financial activity worldwide, the Group analysed on the basis of currently available data the potential effect on its financial position and in particular on the models used, according to IFRS 9.

This disclosure complies with the requirements of IFRS 7 and IFRS 9, as well as the recommendations of the European Securities and Markets Authority (ESMA).

As of the date of preparation of this interim condensed separate financial statement, the economic activity has not yet fully recovered and sufficient statistical information been not yet available, both for the real effect on the Bulgarian and world economy and on available significant forecast data for their recovery in the coming months.

Development of Covid-19 Pandemic (Coronavirus)

The National Assembly of the Republic of Bulgaria declared a state of emergency dated March 13, 2020, which expired on May 13, 2020. Similar measures were taken by all Member States of the European Union, as well as by the main trading partners (outside the European Union) of the Republic of Bulgaria.

Similar measures have been introduced in other countries where the Group operates, such as Greece (March 11, 2020), Romania (March 21, 2020), Ukraine (March 14, 2020) and Northern Macedonia (March 18, 2020). As a result of the measures imposed by the governments, a significant part of the economic activity in the countries was suspended, also a significant part of the international trade was slow down.

Despite the subsequent drop of the measures, international financial institutions and international credit agencies expect a significant economic effect in short term, and the overall levels of economic growth are expected to recover in period 2021-2022.

The Company's management has analysed the expected effect on both the economic growth and the credit quality of the countries (and respectively the counterparties) where it operates, and the analysis is presented below.

Effect on economic growth

The table below presents information on the expectations for economic growth of the Republic of Bulgaria, according to the data of the International Monetary Fund (April 2022): https://www.imf.org/en/Publications/WEO/Issues/world-economic-outlook-april-2022 including forecast data after the occurrence of the pandemic situation related to Covid-19 (Coronavirus).

Historical data Forecast
2017 2018 2019 2020 2021 2022 2023
Economic GDP
growth
3.5% 3.1% 3.7% (4.2)% 4.2 % 3.2 4.5%

The table below presents information on the economic growth expectations of the countries of the Eurozone (representing the main external market of the Republic of Bulgaria) according to the data of the International Monetary Fund, including forecast data after the onset of the pandemic situation related to Covid-19 (Coronavirus).

Historical data Forecast
2017 2018 2019 2020 2021 2022 2023
Economic GDP growth 2.6% 1.9% 1.5% (6.3)% 5.5% 3.0% 2.2%

The Group's Management has also analysed the expected economic development of the countries where it operates, as the historical and forecast data from the International Monetary Fund are presented in the table below:

Historical data Forecast
2017 2018 2019 2020 2021 2022 2023
Republic of Romania 7.3% 4.5% 4.1% (3.9)% 5.9% 2.2% 3.4%
Republic of North Macedonia 1.1% 2.9% 3.2% (4.5)% 4.0% 3.2% 2.7%
Republic of Ukraine 2.4% 3.5% 3.2% (4.0)% 3.4% (35.0)%
Republic of Georgia 4.8% 4.8% 5.0% (6.2)% 10.4% 3.2% 5.8%
Republic of Belarus 2.5% 3.1% 1.4% (0.9)% 2.3% (6.4)% 0.4%
Russian Federation 1.8% 2.8% 2.0% (3.0)% 4.7% (8.5)% (2.3)%
Hellenic Republic 1.3% 1.6% 1.9% (8.2)% 8.3% 3.5% 2.6%
Republic of Poland 4.8% 5.4% 4.7% (2.7)% 5.7% 3.7% 2.9%
Italy Republic 1.7% 0.9% 0.3% (8.9)% 6.6% 2.3% 1.7%
Kingdom of Spain 3.0% 2.3% 2.1% (10.8)% 5.1% 4.8% 3.3%
United Kingdom 1.7% 1.3% 1.4% (9.8)% 7.4% 3.7% 1.2%

As can be seen from the above data, the Management takes into account the possible short-term risks to the general development of the economy of the main countries in which it operates, as in some of the markets the expected decrease in the Gross Domestic Product would be significant, but also takes into account the general expectations for a rapid recovery in the period 2022-2023 with expectations of a return to average pre-Covid-19 (Coronavirus) forecast growth levels.

Effect on credit ratings

As a result of the expected economic effects of the slowdown in overall activity, some rating agencies worsened their forecast on long-term debt positions, both in terms of government debt and in terms of corporate debt positions. The table below provides information on the change in the credit rating (including forecast) assigned by Fitch to the Republic of Bulgaria and to the Parent company of the Group.

Before Covid-19 After Covid-19
Rating Forecast Rating Forecast
Bulgaria BBB Positive BBB Stable
Eurohold Bulgaria AD B Negative B Stable

The following is information on the change in the credit rating (including forecast) assigned by Fitch to the countries where the Group operates:

Before Covid-19 After Covid-19 After the
military
actions in
Ukraine
Rating Forecast Rating Forecast Rating Forecast
Republic of Romania BBB Stable BBB Negative BBB Negative
Republic of North
Macedonia
BB+ Stable BB+ Negative BB+ Negative
Republic of Ukraine B Positive B Positive CCC -
Republic of Georgia ΒΒ Stable ΒΒ Stable ΒΒ Stable
Republic of Belarus B Stable B Negative CCC -
Russian Federation BBB Stable BBB Stable N/A N/A
Hellenic Republic BB Stable BB Stable BB Stable
Republic of Poland A- Stable A- Stable A- Stable
Italy Republic BBB Negative BBB- Stable BBB- Stable
Kingdom of Spain A- Stable A- Stable A- Stable
United Kingdom AA Negative AA- Stable AA- Stable

Management continues to monitor the development of the credit risk in relation to the countries where the Company operates, as well as the main investments (subject to both markets and credit risk) of the Group companies.

At present, despite the overall decrease of forecasts and limited cases of credit rating deterioration, the Management believes that before a significant period of time passes during which symptoms of deterioration in the overall credit quality of both investments and the general environment where the Group operates, it cannot perform a sufficiently sustainable and reliable assessment of the effect that Covid-19 (Coronavirus).

Analysis of the expected effect on the IFRS model 9

The Company applies IFRS 9 from January 01, 2018.

The Company's management has analysed the expected effect on the overall model of IFRS 9, the results of which are presented in detail below. The focus of the analysis includes:

  • o The assessment of the deterioration of the credit quality of the counterparties;
  • o The assessment of the potential effect on the expected credit losses from the exposures to the counterparties.

The general conclusion of the Management of the Company is that at the time of issuing this financial statement in short term, no significant deterioration of the credit quality of the counterparties is expected due to:

o The measures taken by the Government of the Republic of Bulgaria, the governments of the countries where the Group operates, including the applied private and public moratoriums, which currently do not lead to additional indications of significantly deteriorated credit quality of the counterparties. Management strictly monitors the existence of long-term indications of deterioration, as the general temporary potential liquidity problems of counterparties caused directly by Covid-19 (Coronavirus) are not considered indications of credit deterioration;

o At present, despite the overall decrease and the limited cases of credit rating deterioration, the Management believes that before a significant period of time passes during which symptoms of deterioration in the overall credit quality of both investments and the general environment in which the Company operates, it cannot perform a sufficiently sustainable and reliable assessment of the effect that Covid-19 (Coronavirus).

About the model (including the full and simplified one) for calculating the expected credit losses, the Management considers that it is not necessary to make a change in the general model. However, the Management recognizes the possible short-term risks to the overall economic development of the countries in which the Company(Eurohold group) operates, and that in some markets the expected reduction in Gross Domestic Product could be significant, but also takes into account the general expectations for a rapid recovery in the period 2021-2022 and the expectations of a return to and over the average projected growth levels before Covid-19 (Coronavirus) and has therefore decided not to review its model and update its expectations.

As both macroeconomic statistics and information on the medium-term levels of probability of default are not available as of June 30, 2022, the Management has not recalculated / changed the model in relation to the expected credit losses compared to those as of 31.12.2021.

2.1.6. Cash Flows

The separate condensed statement of cash flows shows the cash flows for the period in relation to operating, investment and financial activity during the year, the change in cash and cash equivalents for the year, cash and cash equivalents at the beginning and at the end of the year.

Cash flows from operating activities are calculated as a result of the reporting period adjusted for non-cash operating items, changes in net working capital and corporate tax.

Investment activity cash flows include payments about purchase and sale of fixed assets and cash flows related to the purchase and sale of entities and operations. Purchase and sale of other securities which are not a cash and cash equivalents are also included in the investment activity.

Financial activity cash flows include changes in the amount or composition of share capital and the related costs, the borrowings and the repayment of interest-bearing loans, purchase, and sale of own shares and payment of dividends.

Cash and cash equivalents include bank overdraft, liquidity cash and securities for term less than three months.

Changes in the Company's liabilities arising from a financial activity may be classified as follows:

Cash flows from financing
activities
Non-monetary
adjustments
In '000 BGN Note As of 1
January,
2022
Proceeds Payments The effect of
changes in
exchange
rates
Other
adjustm
ents
As of 30
June 2022
Subordinated debts 20 7 201 - - - (6 844) 357
Loans from financial and non
financial institutions
21 46 636 82 209 (12 449) - 2 099 118 495
Bonds liabilities 22 215 220 2 631 (6 855) - 2 318 213 314
Liabilities to related parties,
principal and interest
23, 26 91 529 13 872 (111 356) - 14 541 8 586
Lease liabilities 24,27 1 654 - (193) - (86) 1 375
Interest payables 27 22 - - - - 22
Total: 362 262 98 712 (130 853) - 12 028 342 149

Cash flows from financing
activities
Non-monetary
adjustments
In '000 BGN Note As of 1
January,
2021
Proceeds Payments The effect of
changes in
exchange
rates
Other
adjustm
ents
As of 30
June, 2021
Subordinated debts 20 32 784 - - - - 32 784
Loans from financial and non
financial institutions
21 61 692 350 (8 176) - 1 637 55 503
Bonds liabilities 22 194 719 11 541 (6 484) 181 19 887 219 844
Liabilities to related parties,
principal and interest
23, 26 15 777 18 441 (7 001) - 1 694 28 911
Lease liabilities 24,27 2 280 - (359) (23) 58 1 956
Interest payables 27 14 - (11) - 20 23
Total: 307 266 30 332 (22 031) 158 23 296 339 021
3. Dividend income 30.06.2022 30.06.2022
BGN'000 BGN'000
Euro-Finance AD 2 102 223
2 102 223

4. Gains from the sale of investments in subsidiaries, transactions with financial instruments and subsequent valuations

30.06.2022 30.06.2021
BGN'000 BGN'000
Gains from sale of investments in subsidiaries * 97 -
Gains from sale of investments and financial instruments ** 74 462
Income from revaluation of debt instruments measured at fair value
*** 419 145
590 607

First half of 2022

* Gains from the sale of investments in subsidiaries are related to the transfer of ownership of the shares of Auto Union AD to a third party (Note 13).

** Gains from operations with investments and financial instruments include:

  • o BGN 63 thousand gains from the sale of purchased own bonds from the EMTN Program in EUR with ISIN XS1731768302 (Note 22);
  • o BGN 7 thousand gains from operations with purchased own European Commercial Papers (ECP) with ISIN: XS2430057443 (Note 21);
  • o BGN 1 thousand gains from the sale of purchased own bonds with ISIN BG2100002224 (Note 22);
  • o BGN 3 thousand gains from the sale of other financial instruments.

*** Income from revaluations of debt instruments measured at fair value are:

  • o BGN 250 thousand from the revaluation of purchased own bonds from the EMTN Program in EUR with ISIN XS1731768302 (Note 22);
  • o BGN 102 thousand from revaluation of purchased own bonds with ISIN BG2100002224 (Note 22);
  • o BGN 67 thousand from revaluation of other financial instruments.

First half of 2021

** Gains from transactions with investments and financial instruments include:

o BGN 206 thousand gains from transfer of ownership of repurchased own bonds 10 500 pcs. under the EMTN Program in EUR with ISIN XS1731768302 (Note 22);

o BGN 256 thousand gains from the repurchase of own bonds with ISIN BG2100013205 (Note 22).

*** Income from revaluations of debt instruments measured at fair value are:

  • o BGN 113 thousand from revaluation of purchased own bonds 10 500 pcs. under the EMTN Program in EUR with ISIN XS1731768302 (Note 22);
  • o BGN 32 thousand from revaluation of repurchased own bonds 900 pcs. with ISIN BG2100013205 (Note 22).

5. Interest income

30.06.2022 30.06.2021
BGN'000 BGN'000
Interest income – from related parties' loans 181 10
181 10

5.1. Interest income on loans to related parties

30.06.2022 30.06.2021
BGN'000 BGN'000
Auto Union AD (related party until 30.06.2022) 20 3
Motobul EAD (related party until 30.06.2022) 6 5
Auto Union Service EOOD (related party until 30.06.2022) - 2
Eurolease Group EAD (related party until 30.06.2022) 1 -
Euroins Insurance Group AD 153 -
Starcom Holding AD 1 -
181 10

6. Other financial revenue

30.06.2022 30.06.2021
BGN'000 BGN'000
Foreign exchange gains 12 410
12 410

7. Interest expense

30.06.2022 30.06.2021
BGN'000 BGN'000
Interest expense – loans and borrowings 2 129 1 684
Interest expense – bonds, EMTN program 5 501 5 504
Interest expense – bonds, ISIN: BG2100013205 1 740 946
Interest expense – from related parties' loans 965 1 775
Interest expense – from third party loans - 20
10 335 9 929

7.1. Interest expense on borrowings and related parties leasing

30.06.2022 30.6.2021
BGN'000 BGN'000
Starcom Holding AD 610 1 102
Euroins Insurance Group AD 11 524
Auto Union AD (related party until 30.06.2022) 10 -
Auto Union Service EOOD (related party until 30.06.2022) 4 1
Eurolease Auto EAD (related party until 30.06.2022) 56 134
incl. Leasing 2 3
IC Euroins AD * 135 -
Euroins Romania Asiguarare – Reasigurare S.A., Romania 105 -
Eurolease Group EAD (related party until 30.06.2022) 34 -
Star Motors EOOD (related party until 30.06.2022) - 14
965 1 775

* According to a loan agreement for financial instruments (Note 22).

8. Losses on sale of investments in subsidiaries, transactions with financial instruments and subsequent valuations

14 659 147
*** 311 14
Losses from revaluation of debt investments measured at fair value
inc. Losses on transactions of investments – related parties 123 4
Losses on transactions of investments ** 878 133
Losses from sales of investments in subsidiaries * 13 470 -
BGN'000 BGN'000
30.06.2022 30.6.2021

First half of 2022

* Losses from the sales of investments in subsidiaries in the amount of BGN 13 465 thousand were reported in connection with the transfer of ownership of the shares of Eurolease Group AD to a third party (Note 13).

* Losses from the sales of investments in subsidiaries in the amount of BGN 5 thousand were reported in connection with the transfer of the ownership of the shares of Daru Invest EAD to a third party (Note 13).

** Losses from operations with investments and financial instruments include:

  • o BGN 530 thousand loss from operations with purchased own bonds with ISIN BG2100002224 (Note 22);
  • o BGN 180 thousand loss from operations with purchased own bonds from EMTN Program in EUR with ISIN XS1731768302 (Note 22);
  • o BGN 39 thousand loss from operations with purchased own European Commercial Papers (ECP) with ISIN: XS2430057443 (Note 21);
  • o BGN 6 thousand loss from operations with other financial instruments.
  • o BGN 123 thousand in fees and commissions for services of an investment intermediary (Note 8.1).

*** Losses from revaluations of financial instruments measured at fair value include:

  • o BGN 298 thousand from the revaluation of purchased own bonds from the EMTN Program in EUR with ISIN XS1731768302 (Note 22);
  • o BGN 10 thousand from revaluation of repurchased own European Commercial Papers (ECP) with ISIN: XS2430057443 (Note 21);
  • o BGN 3 thousand from revaluation of other financial instruments.

First half of 2021

  • ** Reported losses from operations with investments and financial instruments, which include:
    • o BGN 129 thousand from operations with repurchased own bonds from the EMTN Program in EUR with ISIN XS1731768302 (Note 22);
    • o BGN 4 thousand fees and commissions for services of an investment intermediary (Note 8.1).

*** Costs from revaluations of financial instruments valued at fair value are from revaluation of repurchased own bonds with ISIN BG2100013205 (Note 22).

8.1. Losses from transactions with financial instruments – related parties

123 4
Euro-finance AD 123 4
BGN'000 BGN'000
30.06.2022 30.06.2021

9. Other financial expenses

30.06.2022 30.06.2021
BGN'000 BGN'000
Foreign exchange losses 16 611
Other financial expenses – related parties 1 -
Bank guarantee fees - 128
Other financial expenses 7 32
24 771

9.1. Other financial expenses – related parties

30.06.2022 30.06.2021
BGN'000 BGN'000
Euro-finance AD 1 -
1 -

10. Hired services expenses

903 1 777
Hired services expenses – related parties 50 24
Hired services expenses 853 1 753
BGN'000 BGN'000
30.06.2022 30.06.2021

10.1. Hired services expenses - related parties

30.06.2022 30.06.2021
BGN'000 BGN'000
Auto Italia EAD (related party until 30.06.2022) 1 1
IC Euroins AD 49 23
50 24

11. (Accrued) / Recoverable impairment loss on financial assets, net

30.06.2022 30.06.2021
BGN'000 BGN'000
Recoverable loss from impairment of financial assets 54 10
Accrued loss from impairment of financial assets (561) (15)
(507) (5)

12. Other revenue/(expenses), net

30.06.2022 30.06.2021
BGN'000 BGN'000
Other (expenses) (166) (476)
Other (expenses) – related parties (5) (5)
(Interest expenses) on right-of-use assets (27) (33)
Other revenue, incl. 134 117
Rent income (sublease of right-of-use assets) 8 53
Revenues from discounts (on right-of-use assets) 13 64
Other revenue – related parties, incl. 88 210
Rent income (sublease of right-of-use assets) 60 202
24 (187)

12.1. Other expenses – related parties

30.06.2022 30.06.2021
BGN'000 BGN'000
IC Euroins AD (2) (2)
Motobul EAD (related party until 30.06.2022) (3) (3)
(5) (5)

12.2. Other revenue – related parties

30.06.2022 30.06.2021
BGN'000 BGN'000
IC Euroins AD 5 2
Euroins Romania Asiguarare – Reasigurare S.A., Romania 23 6
Hanson Asset Management Ltd, UK - office rental 60 202
88 210

13. Investments in subsidiaries

Value as at
01.01.2022
Increase Decrease Value as at
30.06.2022
Share
capital of
the
subsidiary
% control
in the
subsidiary
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 %
Euroins Insurance Group AD 523 815 - - 523 815 576 243 90.10%
Eastern European Electric
Company II B.V.
141 995 5 691 - 147 686 4 100.00%
Euro-Finance AD 24 645 - - 24 645 14 100 99.99%
Electrohold Green EOOD - 20 - 20 20 100.00%
Avto Union AD 2 003 - (2 003) - 40 004 -
Eurolease Group AD 24 635 - (24 635) - 27 241 -
Daru Invest EAD - 11 740 (11 740) - 11 740 -
717 093 17 451 (38 378) 696 166

First half of 2022

Eastern European Electric Company II B.V.

In the first six months of 2022, Eurohold Bulgaria AD increased the capital of its subsidiary "Eastern European Electric Company II" B.V. according to the applicable provisions of the Dutch legislation - by means of cash contributions with a total amount of EUR 2 910 thousand without the issue of units, the contributions being transferred to a premium reserve.

Electrohold Green Ltd

On 23.05.2022, the Board of Directors of Eurohold Bulgaria AD decided to establish a subsidiary Electrohold Green EOOD with a capital of BGN 20 000, divided into 20 equal shares of BGN 1 000 each.

Auto Union AD

With the Share Sale and Purchase Agreement dated 30.06.2022, the ownership of the 80 001 shares owned by Eurohold Bulgaria AD was transferred to a third party. The shares are available, registered, non-privileged and represented 99.99% of the capital of Auto Union AD. As a result of the transaction, Eurohold Bulgaria AD reports a profit from the sale of investments in subsidiaries in the amount of BGN 97 thousand (Appendices 5 and 17).

Eurolease Group AD

With the Share Sale and Purchase Agreement dated 30.06.2022, the ownership of 510 861 shares owned by Eurohold Bulgaria AD was transferred to a third party. The shares are available, registered, non-privileged shares and represented 90.01% of the capital of Eurolease Group AD. As a result of the transaction, Eurohold Bulgaria AD reports a loss from the sale of investments in subsidiaries in the amount of BGN 13 465 thousand (Notes 8 and 17).

Daru Invest EAD

  • o On 24.02.2022, the Board of Directors of Eurohold Bulgaria AD decides to establish a company Daru Invest EAD with a capital of BGN 11 740 000 distributed in 11 740 000 available, registered, nonprivileged voting shares, with nominal and issue value from BGN 1 each.
  • o On 22.03.2022, a contract was concluded for the sale of shares of Daru Invest EAD, which finalized the sale of 100% of the capital of Daru Invest EAD.

First half of 2021

Euroins Insurance Group AD

During the period, Eurohold Bulgaria AD made the following investments in Euroins Insurance Group AD: o in 2018, Eurohold Bulgaria AD signed an agreement to acquire the minority share of the other shareholder in Euroins Insurance Group AD - Basildon Holding S.a.r.l., the special investment company of the equity investment fund South Eastern Europe Fund L.P. (SEEF), managed by the Greek investment company Global Finance. The company agreed to buy back the fund's share in the amount of 10.64% of the capital on the date of conclusion of the buyout agreement. After the finalization of the transaction, Eurohold will own 100% of the capital of Euroins Insurance Group AD. The investments made in the first half of 2021 when buying the agreed share amount to BGN 5 470 thousand.

Subject of activity of subsidiaries as of 30.06.2022.

The subject of activity of the subsidiaries is as follows:

  • o Euroins Insurance Group AD acquisition, management, evaluation and sale of participations in Bulgarian and foreign companies. The company develops active activities in Bulgaria, Romania, North Macedonia, Ukraine, Belarus and Georgia. The company IC Euroins AD, part of Euroins Insurance Group AD, operates on the principle of Freedom of Services in the following member states of the European Union: Republic of Poland; Republic of Italy; Kingdom of Spain; Germany; Kingdom of the Netherlands. Business segment – insurance market;
  • o Eastern European Electric Company II B.V., the Netherlands acquisition and management of companies from the energy market;
  • o Euro-Finance AD Providing and carrying out investment services and activities in the country and abroad. Business segment - Asset management and brokerage - Bulgaria;
  • o Electrohold Green EOOD Consulting and investment activity, construction and maintenance of photovoltaic power plants, trade in solar panels and accessories, real estate transactions, representation, mediation and agency of Bulgarian and foreign legal entities in the country and abroad;
  • o Auto Union AD (related party until 30.06.2022) import, sale and service of cars. Business segment - automotive market - Bulgaria and North Macedonia;
  • o Eurolease Group AD (related party until 30.06.2022) management of investments in subsidiries, financial leasing. The company develops activities in Bulgaria, North Macedonia and Romania. Business segment - leasing market.

Impairment of investments in subsidiaries

As of June 30, 2022, the Company has performed an analysis and assessment of existing indications of impairment of investments in subsidiaries.

The analysis and assessment are on an individual and/or consolidated basis of the subsidiaries. The changes in the financial position and the results compared to the comparative accounting period of the subsidiaries are examined. The main indicators of impairment are: a significant reduction in the volume or suspension of the activity of the subsidiary company/group; loss of markets, customers or technological problems, trends in the deterioration of fundamental financial indicators, as well as a decrease in market capitalization.

The performed analysis and evaluation did not find any indications of impairment of investments in subsidiaries as of 30.06.2022.

14. Fixed assets

14.1. Property, machinery and equipment

Right-of-use assets
– Properties Vehicles Equipment Total
BGN'000 BGN'000 BGN'000 BGN'000
Cost:
At 1 January 2021 3 137 244 78 3 459
Additions - - 4 4
At 31 December 2021 3 137 244 82 3 463
Written-of (1 378) - - (1 378)
At 30 June 2022 1 759 244 82 2 085
Depreciation:
At 1 January 2021 1 149 114 77 1 340
Accrued depreciation 611 57 2 670
Other changes 1 - - 1
At 31 December 2021 1 761 171 79 2 011
Accrued depreciation 160 22 1 183
Written-of (1 378) - - (1 378)
At 30 June 2022 543 193 80 816
Carrying value:
At 1 January 2021 1 988 130 1 2 119
At 31 December 2021 1 376 73 3 1 452
At 30 June 2022 1 216 51 2 1 269

There are no restrictions on the ownership of tangible fixed assets as of June 30, 2022 and December 31, 2021. There are no pledged tangible fixed assets as collateral for existing liabilities as of June 30, 2022 and December 31, 2021.

14.2. Intangible assets

Software Total
BGN'000 BGN'000
Cost:
At 1 January 2021 21 21
Additions - -
Disposals - -
At 31 December 2021 21 21
Additions 2 2
At 30 June 2022 23 23
Depreciation:
At 1 January 2021 9 9
Depreciation for the period 9 9
At 31 December 2021 18 18
Depreciation for the period 3 3
At 30 June 2022 21 21
Carrying value:
At 1 January 2021 12 12
At 31 December 2021 3 3
At 30 June 2022 2 2

There are no restrictions on the ownership of intangible fixed assets as of June 30, 2022 and December 31, 2021. There are no pledged intangible assets as collateral for existing liabilities as of June 30, 2022 and December 31, 2021.

15.1. Non-current receivables from related parties - principals on loans granted
30.06.2022 31.12.2021
BGN'000 BGN'000
Motobul EAD (related party until 30.06.2022) - 170
- 170
Impairment - (1)
- 169
15.2. Non-current receivables - principals on loans granted
30.06.2022 31.12.2021
BGN'000 BGN'000
Motobul EAD (related party until 30.06.2022) 170 -
170 -
Impairment (1) -
169 -
16. Receivables from related parties 30.06.2022 31.12.2021
16.1. Interest receivables BGN'000 BGN'000
Euroins Insurance Group AD 152 -
Auto Union AD (related party until 30.06.2022) - 2
Motobul EAD (related party until 30.06.2022) - 11
152 13
16.2. Other receivables 30.06.2022 31.12.2021
BGN'000 BGN'000
Auto Union Service EOOD (related party until 30.06.2022) - 3
Auto Italia EAD (related party until 30.06.2022) - 13
Bulvaria EOOD (related party until 30.06.2022) - 5
IC Euroins AD 14 106
Eurolease Auto EAD (related party until 30.06.2022) - 5
Star Motors EOOD (related party until 30.06.2022) - 2
Autoplaza EAD (related party until 30.06.2022) 5
Euroins Osigurovanje AD, North Macedonia 1 -
Euro Insurance Group AD * 14 440 14
Euroins Romania Asiguarare – Reasigurare S.A., Romania 48 214
Auto Union AD (related party until 30.06.2022) - 24
Eurolease Group AD (related party until 30.06.2022) - 37
Euro-Finance AD - 81
Hanson Asset Management Ltd, UK - 1
Eastern European Electric Company B.V. 1 224 188
Eastern European Electric Company II B.V. 850 185
Eastern European Electric Company III B.V. 3 3
16 580 886
Impairment (113) (50)
16 467 836

* Receivable under a debt substitution agreement, according to which the obligation was assigned and according to which the financial relationship with the Assignor was settled by transferring the ownership of 7 375 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each (Note 22 and 28).

17. Other receivables and assets 30.06.2022
BGN'000
31.12.2021
BGN'000
Receivable from sale of investment * 8 280 -
Receivable from debt replacement contract ** 21 000 -
Tax receivables - VAT 192 194
Debt securities at fair value through profit and loss 7 7
Receivables from customers 77 20
Interest on loans granted 16 -
Prepaid expenses, incl: 201 121
Prepaid expenses to related parties – IC Euroins AD 134 85
Other receivables, incl: 739 900
Receivable from Erste Bank, Novi Sad *** 734 734
30 512 1 242
Impairment (1 033) (591)
29 479 651

* Receivables under Share purchase and sales agreement by Eurohold Bulgaria AD in Auto Union AD and Eurolease Auto AD (Note 13).

** Receivables under a debt substitution agreement, under which the obligations have been assigned and the financial relationships with the Assignor have been settled by transferring the ownership of 10 681 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each (Note 22 and 28). *** Note 29. Contingent, liabilities and commitments - Court Cases.

18. Cash and cash equivalents

30.06.2022 31.12.2021
BGN'000 BGN'000
Cash at banks 93 93
Cash in hand 20 22
113 115
Impairment - -
113 115

19. Share capital and reserves

19.1. Share capital

30.06.2022 31.12.2021
BGN BGN
Issued shares 260 500 000 260 500 000

As of 30.06.2022 the share capital is distributed as follows:

Shareholders % participation
in the share
capital
Number of
shares
/Voting rights/
Par value
BGN
Starcom Holding AD 50.65% 131 933 415 131 933 415
KJK Fund II Sicav-Sif Balkan Discovery
Boston Management and Research, through the
following funds managed by him:
Global Opportunities Portfolio,
Global Macro Portfolio,
Global Macro Absolute Return Advantage
Portfolio,
10.79% 28 116 873 28 116 873
Global Macro Capital Opportunities Portfolio. 8.99% 23 429 101 23 429 101
SLS Holding AD 5.87% 15 295 049 15 295 049
Other legal entities 22.03% 57 367 025 57 367 025
Other individuals 1.67% 4 358 537 4 358 537
Total 100.00% 260 500 000 260 500 000

19.2. Reserves

151 671 151 671
General reserves 7 641 7 641
Share premium 144 030 144 030
BGN'000 BGN'000
30.06.2022 31.12.2021

20. Subordinated debts

30.06.2022 31.12.2021
BGN'000 BGN'000
Subordinated debt instruments, not issued,
tier 1 capital
357 7 201
357 7 201

The subordinated debt has no fixed maturity and the lender - Starcom Holding AD cannot demand its repayment, regardless of whether there is a case of default under the agreement. Eurohold Bulgaria AD has the right (but is not obligated) to pay amounts from the principal of the loan corresponding to each consecutively received tranche after the expiration of 5 (five) years from the date of receipt of the corresponding tranche. Premature demandability of the principal amount of the subordinated debt is not allowed, except in cases of liquidation or bankruptcy, after payment of the amounts due to all privileged creditors, as well as to all other unsecured creditors. The interest due is in the amount of 5% (five percent) on an annual basis on the attracted sums of money for the period of their actual use.

21. Loans and borrowings

Non-current loans and borrowings

18 993 9 006
International Investment Bank 18 993 9 006
BGN'000 BGN'000
30.06.2022 31.12.2021

Current loans and borrowings

99 502 37 630
Other * 64 570 4 855
International Bank for Economic Co-operation 29 650 29 623
International Investment Bank 5 282 3 152
BGN'000 BGN'000
30.06.2022 31.12.2021

* As of 30.06.2022, other current loans and borrowings are in the form of:

  • o European Commercial Papers (ECP) with ISIN XS2430057443, with a maturity 01.2023, an annual interest rate - 1.8% and a par value of EUR 27 500 thousand.
  • o European Commercial Papers (ECP) with ISIN XS2491929290, with a maturity 06.2023, an annual interest rate - 2.0% and a par value of EUR 2 500 thousand.
  • o Liabilities under contracts for repo transactions, with a maturity 11.2022, in the amount of EUR 3 306 thousand.

* In the first half of 2022

  • o The company has issued and repurchased one European Commercial Papers (ECP) issue, with a total par value of EUR 2 500 thousand.
  • o The company performed transactions on the sale of 291.6 pcs. European Commercial Papers (ECP) from issue with ISIN XS2430057443 and reported losses from operations with investments and financial instruments in the amount of BGN 39 thousand (Note 8) and profits from operations with investments and financial instruments in the amount of BGN 7 thousand (Note 4).
  • o The company performed a buyback transaction of 16.6 pcs. European Commercial Papers (ECP) of issue with ISIN XS2430057443.

* As of 31.12.2021, other loans and borrowings are in the form of European Commercial Papers (ECP) with ISIN XS2344657163, with a maturity 05.2022, an annual interest rate - 2.0% and a par value of EUR 2 500 thousand.

* In 2021, the Company issued and repurchased one European Commercial Papers (ECP) issue, with a total par value of EUR 2 500 thousand.

Analysis of loans and borrowings

Bank Type Curre
ncy
Size
contracted
Principal as of
30.06.2022
Principal as of
31.12.2021
Interest
rate
Maturity
date
Security
International
Investment
Bank
Loan -
Principal
EUR 10 000 000 € 5 390 000 € 6 160 000 € 6.0%+
EURIBOR
03.2025 Pledge on
subsidiary
shares
International
Investment
Bank
Loan -
Principal
EUR 7 000 000 € 7 000 000 € - 5.0%+
EURIBOR
01.2029 Pledge on
subsidiary
shares
International
Bank for
Economic Co
operation *
Loan -
Principal
EUR 20 000 000 € 15 000 000 € 15 000 000 € 6.5% 07.2022/
01.2023
Pledge on
subsidiary
shares

* The unutilized amount of the loan from the International Bank for Economic Co-operation as of June 30, 2021 amounts to EUR 5 million (31.12.2021 – EUR 5 million).

In July 2022, the bank loan to IBEC in the amount of 15 million EUR was renegotiated, with the principal due in 2 tranches – EUR 3 million with a maturity date 31.07.2022, and EUR 12 million with a maturity date 28.01.2023.

22. Bond liabilities

Non - current bond liabilities

30.06.2022 31.12.2021
BGN'000 BGN'000
EMTN Programme in PLN/EUR - ISIN: XS1542984288 * 19 558 19 558
Corporate bond - ISIN: BG2100013205 ** 58 675 58 675
Corporate bond - ISIN: BG2100002224 *** 76 257 -
154 490 78 233

Current bond liabilities

30.06.2022
BGN'000
31.12.2021
BGN'000
EMTN Programme in EUR - ISIN: XS1731768302 129 092 136 185
EMTN Programme in EUR - ISIN: XS1731768302, interest 5 022 610
EMTN Programme in PLN/EUR - ISIN: XS1542984288, interest 784 9
Corporate bond - ISIN: BG2100013205, interest 183 183
Corporate bond - ISIN: BG2100002224, interest 794 -
135 875 136 987

Bond liabilities are presented at amortized cost, net of the repurchased own bonds, which are subsequently measured at fair value based on information from Bloomberg / Eurobank and other sources, reflecting the effect on profit or loss for the period.

Information on the terms of the EMTN programs is publicly available on the Irish Stock Exchange website, Bonds section. The EMTN program with ISIN: XS1542984288 matures on December 29, 2026, has a fixed interest rate of 8.0% (eight percent) on an annual basis and a frequency of interest payments once a year in arrears. The EMTN program with ISIN XS1731768302 matures on December 7, 2022, has a fixed interest rate of 6.5% (six and a half percent) on an annual basis and a frequency of interest payments once a year in arrears.

* As of 31.12.2021 the bond issue with ISIN: XS1542984288 is a restructured bond loan (under the EMTN program) with extended maturity date until 29.12.2026, changed currency from PLN to EUR and changed frequency of interest payments from six-month to once a year. As a result of the restructuring, losses from operations with investments in the amount of BGN 440 thousand were reported.

** Bond loan with ISIN: BG2100013205 in the amount of EUR 30 000 000 was registered by Central Depository AD on November 26, 2020. The issue is the second in a row of ordinary, registered, dematerialized, interest-bearing, secured, non-convertible, freely transferable bonds under the terms of primary private (nonpublic) placement within the meaning of Art. 205, para. 2 of the CA. The nominal and issue value of each bond is EUR 1 000 (thousand). The maturity date of the issue is November 26, 2027, and the principal is repaid once at maturity date. Interest payments are made every six months, as of the date of registration of the issue (November 26, 2020), at a fixed nominal interest rate - 3.25% on an annual basis.

*** Bond loan with ISIN: BG2100002224 in the amount of EUR 40 000 000 was registered by Central Depository AD on March 08, 2022. The issue is a third corporate, ordinary, registered, dematerialized, interest-bearing, secured, non-convertible, unprivileged and freely transferable bonds under the conditions of initial private (non-public) offering to less than 150 participants - a predetermined circle of investors according to a decision of the Management Board of the public company dated February 23, 2022 - TBI Bank EAD. The nominal and issue value of each bond is EUR 1 000 (thousand). The maturity date of the issue is March 8, 2029, and the principal is repaid once at maturity. The interest payments are every six months, as of the date of registration of the issue (March 8, 2022), at a fixed nominal interest rate - 3.25% on an annual basis.

In the first half of 2022, the following bond transactions were made:

  • o Under the financial instruments loan agreement were acquired 2 126 pcs. bonds under the EMTN Programme in EUR with ISIN XS1731768302, by virtue of which the company has reported interest expenses in the amount of BGN 135 thousand (Note 7.1 and 26.2).
  • o Under the financial instruments loan agreement were acquired 1 650 pcs. bonds under the EMTN Programme in EUR with ISIN XS1731768302, by virtue of which the company has reported interest expenses in the amount of BGN 105 thousand (Note 7.1 and 26.2).
  • o A total of 1 306 pcs. repurchased own bonds with ISIN XS1731768302 have sold during the period and a profit from operations with investments and financial instruments in the amount of BGN 63 thousand was reported (Note 4).
  • o Pursuant to contracts for the purchase and sale of financial instruments have transferred the ownership of 1 306 pcs. (acquired) repurchased own bonds with ISIN XS1731768302. As of June 30, 2022, the financial relationships under these contracts have not been settled (Note 26.3).
  • o Pursuant to three contracts for repo transactions with financial instruments have respectively sold with an arrangement for repurchase 3 766 pcs., 2 400 pcs. and 1 376 pcs. own bonds with ISIN XS1731768302. As a result of the transactions, losses from operations with investments and financial instruments in the amount of BGN 180 thousand were reported (Note 8).
  • o 35 000 pcs. own bonds with ISIN BG2100002224 have bought back and a loss from operations with investments and financial instruments in the amount of BGN 479 thousand was reported (Note 8).
  • o Pursuant to the agreement to purchase and sale of financial instruments has transferred the ownership of 20 500 pcs. repurchased own bonds with ISIN BG2100002224, whereby the financial relations with the Assignor under three contracts for transfer of the receivable and the annexation to them are settled (Note 16.2, 17 and 28).
  • o Pursuant to the agreement to purchase and sale of financial instruments has transferred ownership of 6 000 pcs. (acquired) repurchased own bonds with ISIN BG2100002224, which finally settled the financial relationships under the concluded contract for the purchase and sale of Daru Invest EAD.
  • o A total of 19 500 pcs. repurchased own bonds with ISIN BG2100002224 have sold during the period and losses from operations with investments and financial instruments in the amount of BGN 51 thousand (Note 8) and profits from operations with investments and financial instruments in the amount of BGN 1 thousand were reported (Note 4).

In the first half of 2021 the following bond transactions were made:

  • o The ownership of 10 500 pcs. repurchased own bonds under EMTN Program in EUR with ISIN XS1731768302 have transferred and a profit on transactions of investments and financial instruments in the amount of BGN 206 thousand was reported (Note 4). Liabilities for repurchased own bonds are settled as of 30.06.2021.
  • o 5 900 pcs. own bonds with ISIN BG2100013205 have bought back and a profit on transactions of investments and financial instruments in the amount of BGN 256 thousand was reported (Note 4).
  • o The ownership of 5 900 pcs. repurchased own bonds with ISIN BG2100013205 have transferred and a loss on transactions of investments in the amount of BGN 109 thousand was reported (Note 8).

23. Non-current liabilities to related parties

30.06.2022 31.12.2021
Loans principal BGN'000 BGN'000
Starcom Holding AD * 858 59 460
Eurolease Auto EAD (related party until 30.06.2022) – loan
granted **
- 1 400
Eurolease Auto EAD (related party until 30.06.2022) – leases *** - 66
858 60 926

* The liability as of 30.06.2022 is under a loan agreement with an annual interest rate of 5.5% (five and five tenths of a percent), a maturity date 05.05.2025 and a contractual limit of BGN 7 million. The liability as of 31.12.2021 is under a contract for a loan with an annual interest rate of 5.5% (five and five tenths of a percent), a maturity date 29.01.2023 and a contractual limit of BGN 70 million.

** The liability is under a loan agreement with an annual interest rate of 7.0% (seven percent), a maturity date 23.12.2023 and a contractual limit of BGN 8 million.

*** Liability under three finance lease contracts with maturity dates on 10.02.2023, 20.05.2024 and 10.07.2024.

24. Other non-current liabilities

1 209 1 241
Finance lease liabilities * 51 -
Lease liabilities – right-of use 1 125 1 208
Retirement benefit obligations 33 33
BGN'000 BGN'000
30.06.2022 31.12.2021

* Finance lease liabilities with maturity dates on 10.02.2023, 20.05.2024 and 10.07.2024.

25. Trade liabilities

242 1 328
Trade payables 242 1 328
BGN'000 BGN'000
30.06.2022 31.12.2021

26. Current liabilities to related parties

26.1 Interest payables 30.06.2022 31.12.2021
BGN'000 BGN'000
Starcom Holding AD 21 2 126
Auto Union AD (related party until 30.06.2022) - 30
Eurolease Auto EAD (related party until 30.06.2022) - 963
Euroins Insurance Group AD 5 1 719
Auto Union Service EOOD (related party until 30.06.2022) - 20
IC Euroins AD * 135 -
Euroins Romania Asiguarare – Reasigurare S.A., Romania * 105 -
266 4 858

* Interest under financial instruments loan agreement (Notes 7.1, 22 and 26.2).

26.2. Current borrowings - principal

30.06.2022 31.12.2021
BGN'000 BGN'000
Starcom Holding AD * - 8 801
Euroins Insurance Group AD ** 77 14 171
IC Euroins AD *** 4 158 -
Euroins Romania Asiguarare – Reasigurare S.A., Romania *** 3 227 -
Eurolease Auto EAD (related party until 30.06.2022) **** - 1 900
7 462 24 872

* Obligation under a loan agreement with an annual interest rate of 5.2% (five whole and two tenths of a percent), a maturity date 03.08.2022 and a contractual limit of EUR 4.5 million.

** Obligation as of 30.06.2022 is under a loan agreement with an annual interest rate of 6.0% (six percent), a maturity 01.07.2022 and a contractual limit of EUR 50 000. The liability as of 31.12.2021 is for two loan agreements with an annual interest rate of 6.0% (six percent) for both, maturing on 08.02.2022 and 01.07.2022, respectively, and contractual limits of BGN 20 million and BGN 50 thousand EUR, respectively. The liability with a maturity date 08.02.2022 was settled without delay.

*** Liabilities under loan agreements for financial instruments with an annual interest rate of 6.0% (six percent) and a maturity date 13.01.2023 (Note 7.1, 22, 26.1.).

**** Liabilities under contracts for the transfer of receivables with an annual interest rate of 7.5% (seven whole and five tenths of a percent) and a maturity date 25.10.2022.

26.3 Other payables

30.06.2022 31.12.2021
BGN'000 BGN'000
Starcom Holding AD * - 5 895
IC Euroins AD ** 986 4
Eurolease Auto EAD (related party until 30.06.2022) - 38
Eurolease Auto EAD (related party until 30.06.2022) - leases - 38
IC EIG RE EAD ** 1 741 54
Avto Union AD (related party until 30.06.2022) *** - 695
Avto Union Service EOOD (related party until 30.06.2022) *** - 244
Euroins Romania Asiguarare – Reasigurare S.A., Romania 15 15
Eastern European Electric Company B.V. - 4 890
2 742 11 873

* Liability for repurchased own bonds (Note 22).

** Liabilities under contracts for purchase and sale of financial instruments (Note 22 and 30.1.1).

*** Liabilities under contracts for the transfer of receivables are unsecured and have an annual interest rate of 3.0% (Note 28 and 30.1.1).

27. Other current liabilities

30.06.2022 31.12.2021
BGN'000 BGN'000
Payables for acquisition of investments and financial instruments * - 14
Interest payables 22 22
Tax payables 183 529
Payables to employees and social security institutions 124 87
Dividends payables 249 249
Dividends payables – related parties – Starcom Holding AD 101 101
Lease liabilities – right-of-use 165 342
Finance lease liabilities 34 -
Liabilities under contracts for the assignment of receivables 268 -
Other liabilities 64 84
1 210 1 428

* Liability for repurchased own bonds.

28. Non-cash transactions

During the reporting periods, the Company has performed the following investment and financial transactions that do not use cash or cash equivalents and are not reflected in the cash flow statement:

In the first half of 2022.

  • o Under a Debt replacement agreement, Eurohold Bulgaria AD as a Borrower has assumed a liability in the amount of BGN 14 426 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt another subsidiary - Initial Debtor.
  • o Under a Debt replacement agreement, Eurohold Bulgaria AD as a Borrower has assumed a liability in the amount of BGN 4 782 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt another subsidiary (related party until 30.06.2022) - Initial Debtor.
  • o Under an Assignment notification, Eurohold Bulgaria AD has transferred a liability to a subsidiary (related party until 30.06.2022) in the amount of BGN 4 782 thousand to a third party.
  • o Under an Assignment notification, Eurohold Bulgaria AD has transferred a liability to a subsidiary (related party until 30.06.2022) in the amount of BGN 14 426 thousand to a third party.
  • o Under a Set-off agreement with a subsidiary, Eurohold Bulgaria AD has set off a liability in the amount of EUR 2 500 thousand with a receivable in the amount of EUR 96 thousand up to the amount of the receivable.
  • o Under a Set-off agreement with a third party, Eurohold Bulgaria AD has set off a receivable in the amount of GBP 69 thousand with a liability of GBP 54 thousand up to the amount of the liability.
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a third company outside the group in the amount of BGN 21 000 thousand (Note 18). The financial relations are settled with the transfer to the patrimony of the Assignor a total of 10 681 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each (Note 23).
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a subsidiary of Eurohold Bulgaria AD in the amount of BGN 14 429 thousand (Note 17.2). The financial relations are settled with the transfer to the patrimony of the Assignor a total of 7 375 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each (Note 23).
  • o Under a Receivables transfer agreement, a third party Assignor has transferred to Eurohold Bulgaria AD - Assignee its receivable from a subsidiary of Eurohold Bulgaria AD in the amount of BGN 4 782 thousand (Note 17.2). The financial relations are settled with the transfer to the patrimony of the Assignor a total of 2 444 pcs. repurchased own bonds with ISIN BG2100002224, with a par value of EUR 1 000 each (Note 23).
  • o Under a Set-off agreement with a subsidiary, Eurohold Bulgaria AD has set off a liability in the amount of BGN 55 thousand with a receivable of BGN 42 thousand up to the amount of the receivable.
  • o Under a Debt replacement agreement, a subsidiary (related party until 30.06.2022) of Eurohold Bulgaria AD as a Borrower has assumed liabilities in the amount of BGN 4 370 thousand to a subsidiary (related party until 30.06.2022) - Lender and has replaced in debt Eurohold Bulgaria AD - Initial Debtor.

  • o Under a Settlement agreement with a subsidiary (related party until 30.06.2022), Eurohold Bulgaria AD has set off a liability in the amount of BGN 4 370 thousand with a receivable in the amount of BGN 148 thousand up to the amount of the receivable.
  • o Under a contract for the purchase and sale of financial instruments, the ownership of 6 000 pcs. repurchased own bonds with ISIN BG2100002224 were transferred (acquired), and the liability with the transferor was settled with the sale of 100% of the shares of Daru Invest EAD (related party until 22.03.2022).
  • o Under a Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its own liability in the amount of BGN 735 thousand to a subsidiary (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part from the receivable that Eurohold Bulgaria AD owns for the sale of the shares of the same subsidiary (related party until 30.06.2022) from its buyer - Transferee (third party).
  • o Under a Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its own liability in the amount of BGN 4 256 thousand to a subsidiary (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of the same subsidiary (related party until 30.06.2022) from its buyer - Transferee (third party).

In the first half of 2021

  • o During the period the Company executed related parties SWAP transactions while simultaneously issuing new short-term European Commercial Papers (ECPs) in the amount of EUR 2 500 thousand (BGN 4 890 thousand) and repurchasing issued ECPs in the amount of EUR 2 450 thousand (BGN 4 792 thousand).
  • o The company has transferred a liability with a subsidiary and has committed to assume the amount of BGN 332 thousand, consisting of BGN 314 thousand principal and BGN 18 thousand interest.
  • o Pursuant to an Agreement for set-off of counter-liabilities with a subsidiary Eurohold Bulgaria AD has set-off a receivable in the amount of BGN 72 thousand (BGN 70 thousand principal and BGN 2 thousand interest) with a liability of BGN 332 thousand. (BGN 314 thousand principal and BGN 18 thousand interest) up to the amount of the receivable.

29. Contingent, liabilities and commitments

Litigations

As at 30.06.2022 against the Company has no significant legal proceedings instituted.

The company is a plaintiff in a material interest case of EUR 375 363,21. The company requests a refund of the amount it has transferred. The transferred amount was completely blocked in an account at Erste Bank, Novi Sad, on the basis of a prosecutor's order and an order of the civil court and will be returned to the company after a formal ruling in the above case. A final judgment is expected within the next 12 months. In view of the declared state of emergency in the country it is possible to extend the deadline. (Note 17).

Warranties and provided guarantees

The company is a co-debtor/guarantor for loans received from banking/financial institutions as follows:

Business Third /
Related
Amount in
EUR'000
Amount in
BGN'000
as of
30.06.
2022
MATURITY (EUR'000)
division parties 30.06.
2022
2022 2023 2024 2025 2025 After
2026
Lease sub-holding *
Bank loans for funding of Third
lease operations parties 20 499 40 093 4 950 6 041 4 465 2 763 1 941 339
Automotive sub-holding *
Working capital bank Third
loans parties 4 824 9 435 2 828 1 377 181 181 257 -
Energy sub-holding
Corporate payment
guarantee
Related
parties
3 500 6 845 - 3 500 - - - -
Working capital loans Related
parties
17 348 33 929 - 17 348 - - - -
Corporate guarantee to
loans from a financial
institution in connection
with an acquisition
Related
parties
220 000 430 283 - - - - - 220 000
Parent company
Working capital bank
loans
Related
parties
6 000 11 735 6 000 - - - - -
Bank loans for
investment purposes
Related
parties
5 000 9 779 - - 5 000 - - -
TOTAL: 277 171 542 099 13 778 28 266 9 646 2 944 2198 220 339

* As of June 30, 2022, the leasing and automobile sub-holding companies are not related parties. In connection with the sale of the same, within a period of 31.12.2022, the new owner should step in as a guarantor for the specified loans from banking/financial institutions.

In connection with a loan to a company from Automotive sub-holding, which as of 30.06.2022 is not a related party, Eurohold Bulgaria AD has an established pledge of shares. By 31.12.2022, it is expected that the new owner will step in as a guarantor for the car sub-holding loan and the pledge will be cancelled.

In connection with financing as part of a package deal, a pledge of 35% shares of a subsidiary was established. See also Note 21.

The Company is a guarantor of issued bank guarantees ** as follows:

Company from: Contracted limit in
EUR'000 as of 30.06.2022
Contracted limit in
BGN'000 as of 30.06.2022
MATURITY
(EUR'000)
Automotive sub-holding 1 050 2 054 4.2022
Automotive sub-holding 1 800 3 520 4.2023
TOTAL: 2 850 5 574

** As of June 30, 2022, the automobile sub-holding companies are not related parties. In connection with the sale of the same, by 31.12.2022, the new owner should step in as a guarantor under the issued bank guarantees.

The liabilities of the Company guaranteed by related parties are as follows:

Guaranteed amount as of
30.06.2022 in original
Company/ Guarantor Currency Guaranteed liability currency Maturity date
Issue of bonds (EMTN
Euroins Insurance Group AD EUR programme) 70 000 000 12/2022
Issue of bonds (EMTN
Euroins Insurance Group AD EUR programme) 10 000 000 12/2026
07/2022
Euroins Insurance Group AD * EUR Bank loan 15 000 000 and 01/2023

* Pledge of shares of "Euroins Insurance Group" AD in a subsidiary.

Established guarantees in favor of the Company:

Company/ Guarantor Currency Guaranteed liability Guaranteed
amount as of
30.06.2022 in
original currency
Maturity date
Milena Milchova Cuentcheva, Procurator BGN Management
guarantee
3 330 03/2022 г.

30. Transactions and balances with related parties

The conditions under which the transactions were made do not deviate from the market for such transactions.

The related parties of the Company are as follows:

  • Starcom Holding AD, Bulgaria – major shareholder in Eurohold Bulgaria AD.

Subsidiaries of Starcom Holding AD, Bulgaria:

  • First Investment Bank AD, Russia;
  • Starcom Finance EAD, Bulgaria;
  • Quintar Capital Limited, Hong Kong, China;
  • Hanson Asset Management Ltd, United Kingdom;
  • Swiss Global Asset Management AG, Switzerland related party from 03.05.2022

Subsidiaries of Eurohold Bulgaria AD:

  • Euroins Insurance Group AD (EIG) – subsidiary of Eurohold Bulgaria AD;
  • IC Euroins AD, Bulgaria subsidiary of EIG;
  • Euroins Romania Asiguarare Reasigurare S.A., Romania subsidiary of EIG;
  • Euroins Osigurovanje AD, North Macedonia subsidiary of EIG;
  • IC Euroins Life EAD, Bulgaria subsidiary of EIG;
  • IC EIG Re AD, Bulgaria– subsidiary of EIG;
  • IC Euroins Ukraine PrAT, Ukraine subsidiary of EIG;
  • Euroins Claims I.K.E., Greece subsidiary of EIG;
  • IC Euroins Georgia JSC, Georgia subsidiary of EIG;
  • European Travel Insurance PrAT, Ukraine subsidiary of EIG;
  • CJSC Insurance company Euroins, Belarus subsidiary of EIG (former CJSC Insurance company ERGO);
  • Russian Insurance Company Euroins, Russian Federation associated of EIG;

- Daru Invest EAD, Bulgaria – subsidiary of Eurohold Bulgaria AD until 22.03.2022;

- Avto Union AD (AU), Bulgaria – subsidiary of Eurohold Bulgaria AD until 30.06.2022;

  • Avto Union Service EOOD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Auto Italia EAD, Bulgaria subsidiary of AU related party until 30.06.2022;

  • Bulvaria EOOD, Bulgaria subsidiary of AU (previous name Bulvaria Varna EOOD) related party until 30.06.2022;
  • Bulvaria Sofia EAD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Daru Car AD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Star Motors EOOD, Bulgaria subsidiary of AU related party until 11.05.2022;
  • Star Motors DOOEL, North Macedonia through Star Motors EOOD subsidiary of AU related party until 11.05.2022;
  • Star Motors SH.P.K., Kosovo through Star Motors EOOD subsidiary of AU related party until 11.05.2022;
  • Motohub OOD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Motobul EAD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Benzin Finance EAD, Bulgaria subsidiary of AU related party until 30.06.2022;
  • Bopar Pro S.R.L, Romania through Motobul EAD subsidiary of AU related party until 30.06.2022;
  • China Motor Company AD, Bulgaria a subsidiary of AU AD related party until 30.06.2022;
  • N Auto Sofia EAD, Bulgaria a subsidiary of AU AD until 02.08.2021.
  • Espas Auto OOD, Bulgaria through N Auto Sofia EAD a subsidiary of AU AD until 02.08.2021.
  • EA Properties EOOD, Bulgaria through N Auto Sofia EAD a subsidiary of AU AD until 02.08.2021.

- Eurolease Group AD (ELG) – subsidiary of Eurohold Bulgaria AD until 30.06.2022;

  • Eurolease Auto EAD, Bulgaria subsidiary of ELG related party until 30.06.2022;
  • Eurolease Auto Romania AD, Romania subsidiary of ELG related party until 30.06.2022;
  • Eurolease Auto DOOEL, North Macedonia subsidiary of ELG related party until 30.06.2022;
  • Eurolease Rent-a-Car EOOD, Bulgaria subsidiary of ELG related party until 30.06.2022;
  • Finacity AD, Bulgaria (previous name Amigo Leasing EAD) subsidiary of ELG related party until 30.06.2022;
  • Autoplaza EAD, Bulgaria subsidiary of ELG related party until 30.06.2022;
  • Sofia Motors EOOD, Bulgaria subsidiary of ELG related party until 30.06.2022;
  • Amigo Finance EOOD, Bulgaria (previous name Mogo Bulgaria EOOD) subsidiary of ELG from 01.12.2021 – related party until 30.06.2022;
  • Euro-Finance AD – subsidiary of Eurohold Bulgaria AD;
  • Eastern European Electric Company II B.V, Netherlands - subsidiary of Eurohold Bulgaria AD;
  • Eastern European Electric Company III BV, Netherlands a subsidiary of Eastern European Electric Company BV. II, Netherlands.
  • Eastern European Electric Company BV, Netherlands a subsidiary of Eastern European Electric Company BV. III, Netherlands.
  • Electrodistribution Grid West AD, Bulgaria a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.
  • Electrohold Information and Communication Technologies AD, Bulgaria through CEZ Distribution Bulgaria AD – a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.
  • Electrohold Sales Bulgaria AD, Bulgaria a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.
  • Electrohold Bulgaria EAD, Bulgaria a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.
  • Electrohold Trade Bulgaria EOOD a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.

  • Free Energy Project Oreshets EOOD, Bulgaria a subsidiary of Eastern European Electric Company BV, Netherlands from 27.07.2021.
  • Bara Group EOOD, Bulgaria a subsidiary of Eastern European Electric Company BV, Netherlands from July 27, 2021.
  • Electrohold Green EOOD, Bulgaria - subsidiary of Eurohold Bulgaria AD – established in 2022.

30.1. The related parties' transactions 30.1.1. Transactions with subsidiaries and other related parties under common control

In the first half of 2022

  • o By virtue of a Debt replacement agreement, the Company as a Borrower has assumed a liability in the amount of BGN 14 426 thousand to Avto Union AD (related party until 30.06.2022) - Lender and has replaced Euroins Insurance Group AD - Initial Debtor in debt.
  • o In accordance with a Debt replacement agreement, the Company as a Borrower has assumed a liability in the amount of BGN 4 782 thousand to Daru Car EAD (related party until 30.06.2022) - Lender and has replaced in debt Auto Union AD - Initial Debtor.
  • o Pursuant to an Assignment Notification, the Company has transferred a liability to Daru Car EAD (related party until 30.06.2022) in the amount of BGN 4 782 thousand to a company outside the group.
  • o By virtue of an Assignment Notification, the Company has transferred a liability to Avto Union AD (related party until 30.06.2022) in the amount of BGN 14 426 thousand to a company outside the group.
  • o In accordance with a Set-off agreement with the Eastern European Electric Company B.V. Eurohold Bulgaria AD has set off a liability in the amount of EUR 2 500 thousand with a receivable of EUR 96 thousand up to the amount of the receivable.
  • o Pursuant to a Set-off agreement with EIG-Re Insurance Company AD, Eurohold Bulgaria AD has set off a liability in the amount of BGN 55 thousand with a receivable of BGN 42 thousand up to the amount of the receivable.
  • o By virtue of a Debt replacement agreement, Eurolease Group AD (related party until 30.06.2022) as a Borrower has assumed liabilities amounting to BGN 4 370 thousand to Eurolease Auto EAD - Lender and has replaced Eurohold Bulgaria AD - Initial Debtor in debt.
  • o Pursuant to a Set-off agreement with Eurolease Group AD (related party until 30.06.2022), Eurohold Bulgaria AD has set off a liability in the amount of BGN 4 370 thousand with a receivable of BGN 148 thousand up to the amount of the receivable.
  • o Pursuant to the contract for the purchase and sale of financial instruments, the ownership of 6 000 pcs. repurchased own bonds with ISIN BG2100002224 were transferred (acquired), and the liability with the transferor was settled with the sale of 100% of the shares of Daru Invest EAD (related party until 22.03.2022).
  • o Pursuant to the Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its liability of BGN 735 thousand to Auto Union AD (related party until 30.06.2022) - Creditor, and the closure of this liability represents the covering of part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of Auto Union AD (related party until 30.06.2022) from its buyer - Transferee (third party).
  • o Pursuant to the Debt Substitution Agreement, Eurohold Bulgaria AD, as the Initial Debtor, closes its liability in the amount of BGN 4 256 thousand to Eurolease Group AD (related party until 30.06.2022) - Creditor, and the closure of this liability represents the coverage of a part of the receivable that Eurohold Bulgaria AD owns for the sale of the shares of Eurolease Group AD (related party until 30.06.2022) from its buyer - Transferee (third party).

In the first half of 2021

  • o The Company has concluded a SWAP transaction with Euroins Bulgaria, buying back 25 pcs. ECPs with ISIN: XS2180906567 with a nominal of EUR 2 500 000 worth EUR 2 500 000 and simultaneously replace it with 25 newly issued ECPs with ISIN: XS2344657163 for EUR 2 450 000.
  • o The Company in its capacity of borrower under Agreement with Auto Union Service EOOD, in the capacity of lender and Star Motors EOOD, in the capacity of Debtor - has transferred a debt from the Debtor to the Lender and undertakes to assume to the Lender the amount of BGN 332 thousand, consisting of BGN 314 thousand principal and BGN 18 thousand interest.
  • o Pursuant to an Agreement for set-off of counter-liabilities with Auto Union Service EOOD, the Company has set-off a receivable in the amount of BGN 72 thousand (BGN 70 thousand principal and BGN 2 thousand interest) with a liability of BGN 332 thousand. (BGN 314 thousand principal and BGN 18 thousand interest) up to the amount of the receivable.

The other related parties' transactions for 2022 and 2021 are disclosed in Notes 3, 5.1, 7.1, 8.1, 9.1, 10.1, 12.1 and 12.2.

30.1.2. Transactions with key management personnel

The key management personnel of the Company include the members of the Management Board and the Supervisory Board. Remuneration of key management personnel includes the following costs:

30.06.2022
BGN
30.06.2021
BGN
Short-term remunerations:
Salaries 160 083 159 793
Social security costs 3 633 5 209
Total short - term remuneration 163 716 165 002

30.1.3. Related party accounts at the end of the year

Related party accounts are disclosed in the following Notes 13, 15, 16, 20, 23, 26 and 27.

31. Events after the end of the reporting period

On 21.07.2022, the bank loan to IBEC in the amount of 15 million EUR was renegotiated, with the principal subject to return in 2 tranches - 3 million EUR is due by 31.07.2022, and the remaining 12 million EUR by 28.01.2023.

There are no significant events after the reporting period that would require additional disclosure or adjustments in the financial statements of Eurohold Bulgaria AD as of 30.06.2022.

4

Вътрешна информация

Internal information 30 June 2022

148

Eurohold Bulgaria AD

INTERNAL INFORMATION

under Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse

Eurohold Bulgaria AD publicly discloses inside information pursuant to Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council to the Financial Supervision Authority, the Bulgarian Stock Exchange and the public through the financial media Extra News at the following internet address: www.x3news.com, where the inside information is available at the following link: http://www.x3news.com/?page=News&uniqid=62e64a54c5869

The publicly disclosed inside information can also be found on the website of Eurohold Bulgaria AD. www.eurohold.bg, where it is available in the "Internal Information" section at the following link: https://www.eurohold.bg/internal-information-645.html

The management of Eurohold Bulgaria AD believes that there is no other information that has not been publicly disclosed by it and that would be important to shareholders and investors in making an investment decision.

June 30, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 29, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 28, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 27, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 24, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 23, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 22, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 22, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 21, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 20, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 17, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 17, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 15, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 15, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 14, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 14, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 10, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 08, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 06, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 03, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 02, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

June 01, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 31, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 30, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 30, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 25, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 18, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

May 03, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

April 07, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

April 06, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

April 05, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

April 04, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

March 31, 2022

Eurohold Bulgaria AD publishes Annual Financial Statements for the activity - ESEF format as of 31.12.2021:

  1. Annual activity report in ESEF format

  2. Forms of financial statements approved by the Deputy. The Chairman, Head of the Investment Supervision Department of the Financial Supervision Commission;

March 23, 2022

Eurohold already owns 99% of CEZ Distribution and 97% of CEZ Electro;

March 15, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

March 15, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

March 10, 2022

ELECTROHOLD WILL BE CEZ'S NEW NAME IN BULGARIA;

March 2, 2022

Announcement of the results of Eurohold Bulgaria for 2021;

March 1, 2022

Eurohold Bulgaria AD-Sofia presented a quarterly report for the period 01-01-2021 - 31-12-2021 for compliance with the issuer's obligations to the bondholders for issue BG2100013205;

March 1, 2022

Interim consolidated financial statements for the fourth quarter of 2021:

  1. Interim Consolidated Financial Statements as of December 31, 2021, prepared in accordance with IFRS;

    1. Accounting policy and explanatory notes;
    1. Interim consolidated activity report;
  2. Interim consolidated financial statements by FSC forms;

    1. Inside information;
    1. Additional information;
    1. Information under Appendix №4 of Ordinance №2 of the FSC;
    1. Declarations by the responsible persons;

March 1, 2022

Change of the Investor Relations Director;

February 3, 2022

Notice on Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014;

February 1, 2022

Interim financial report for the fourth quarter of 2021:

    1. Interim Financial Statements as of December 31, 2021, prepared in accordance with IFRS;
    1. Accounting policy and explanatory notes;
    1. Interim activity report;
    1. Interim financial report by FSC forms;
    1. Inside information;
    1. Additional information;
    1. Information under Appendix №4 of Ordinance №2 of the FSC;
    1. Declarations by the responsible persons;

January 31, 2022

Interim financial report for the fourth quarter of 2021:

    1. Interim Financial Statements as of December 31, 2021, prepared in accordance with IFRS;
    1. Accounting policy and explanatory notes;
    1. Interim activity report;
    1. Interim financial report by FSC forms;
    1. Inside information;
    1. Additional information;
    1. Information under Appendix №4 of Ordinance №2 of the FSC;
    1. Declarations by the responsible persons;

January 5, 2022

Notice concerning Regulation (EU) №596 / 2014 of the European Parliament and of the Council of 16 April 2014.

Assen Minchev,

Executive Director of Eurohold Bulgaria AD

Milena Guencheva,

Prosecutor of Eurohold Bulgaria AD

Eurohold Bulgaria AD

62

5

Допълнителна информация

Additional information as at 30 June 2022

ADDITIONAL INFORMATION

to the interim condensed individual activity report for the period 1 January - 30 June 2022

pursuant to REGULATION No. 2 of 9 November 2021 on initial and subsequent disclosure of information in public offerings of securities and admission of securities to trading on a regulated market

1. Information about changes in accounting policies during the reporting period, the reasons for them and how they affect the issuer's financial result and equity

There were no changes in the accounting policies of Eurohold Bulgaria AD during the reporting period.

2. Information about changes in the issuer's group of companies within the meaning of the Accounting Act, if it participates in such a group

For the period of the first quarter of 2022, the following changes occurred in the group of companies of Eurohold Bulgaria AD:

  • 2.1. On 17.03.2022 Eurohold Bulgaria AD increased the capital of its subsidiary Eastern European Electric Company II, the Netherlands, with a cash contribution of EUR 2 000 000.
  • 2.2. 2.2. In the second half of March 2022 The energy subholding of Eurohold Bulgaria AD - Eastern European Electric Company B.V. (EEEC), increased its stake in CEZ Razпредеlenie Bulgaria AD with a new name Elektrodistributive Net Zapad AD (ERN Zapad AD) to 98.93% (by acquiring additional 207,095 shares or 10.74%) and in CEZ Elektro Bulgaria AD with a new name Elektrohold Prodazhbi AD to 96.76% (by acquiring additional 1,371 shares or 27.42%).

For the period of the second quarter of 2022, the following changes have occurred in the group of enterprises of Eurohold Bulgaria AD:

  • 2.3. On 11.05.2022 AUTO UNION AD signed a final contract with M TRAX BULGARIA EOOD for the sale of Star Motors EOOD - the official importer of Mazda brand cars for Bulgaria. At the present moment, the transaction has been finalized, and by virtue of the contract between the parties, M TRAX BULGARIA EOOD acquired all 70,000 shares forming the capital of Star Motors EOOD, including its subsidiaries Star Motors DOOEL (North Macedonia) and Star Motors SH.P.K. (Kosovo). The new owner was entered in the TR at the Registration Agency on 05/17/2022.
  • 2.4. On 27.05.2022 Eurohold Bulgaria AD established a new subsidiary company called "ELECTROHOLD GREEN" EOOD (ELECTROHOLD GREEN) with a capital of BGN 20,000 and subject of activity: Consulting and investment activity, construction and maintenance of photovoltaic power plants, trade in solar panels and accessories, real estate transactions, representation, mediation and agency of Bulgarian and foreign legal entities in the country and abroad, as well as any other activity not expressly prohibited by law. The newly established company was entered in the TR on 27.05.2022 with the sole owner of the capital Eurohold Bulgaria AD.
  • 2.5. In connection with the completed tender offers, "EASTERN EUROPEAN ELECTRIC COMPANIES" B.V. has reached 99.25% and 97.66% in the capital of Elektrodistributive Net Zapad AD (ERN Zapad AD) and Elektrohold Prodazhbi AD. (More information on the results of the tender offer is available in the Interim Condensed Individual Activity Report as of June 30, 2022)
  • 2.6. On 30.06.2022, Eurohold Bulgaria AD concluded an agreement for the sale of the rest of its automotive and leasing business by selling its subsidiary sub-holding companies Auto Union AD and Eurolease Group AD together with the operating companies owned by them. (More information on the sale of the subsidiaries is available in the Interim Condensed Individual Report of the Activity as at 30 June 2022)
  • 3. Information on the results of organizational changes within the issuer, such as reorganization, sale of a group of companies within the meaning of the Accounting Act, in-kind contributions by the company, lease of property, long-term investments, discontinuation of operations

The results of the sales of subsidiaries (see item 2.6. above) are available in the Interim Condensed Individual Activity Report as of June 30, 2022.

4. 4. An opinion of the governing body on the feasibility of the published forecasts for the current financial year, taking into account the results of the current quarter, as well as information on the factors and circumstances that will affect the achievement of the forecast results at least until the end of the current year

There are no published projections for 2022.

5. 5Data on the persons directly and indirectly holding at least 5 per cent of the votes in the general meeting at the end of the relevant quarter and the changes in the votes held by the persons for the period from the beginning of the current financial year to the end of the reporting period

Name Shares % of equity
1. Starcom Holding AD 131 933 415 50.65%
2. KJK Fund II Sicav-Sif Balkan Discovery 28 116 873 10.79%
3. Boston Management and Research, through the
following funds managed by it:
-
Global Opportunities Portfolio,
-
Global Macro Portfolio,
-
Global Macro Absolute Return Advantage
Portfolio,
-
Global Macro Capital Opportunities Portfolio.
23 492 101 8.99%
4 SLS Holding AD 15 295 049 5.87%

6. Data on the shares held by the issuer's management and control bodies as of the end of the relevant quarter, as well as the changes that occurred for the period from the beginning of the current financial year to the end of the reporting period for each person separately

Name Shares % of equity
1. Dimitar Stoyanov Dimitrov 200 -
2. Assen Emanuilov Asenov 33 930 0,01%
3. Veleslav Hristov 200 -

7. Information on pending judicial, administrative or arbitration proceedings concerning debts or claims amounting to at least 10 per cent of the issuer's equity capital; if the total value of the issuer's debts or claims in all proceedings exceeds 10 per cent of its equity capital, information shall be provided for each proceeding separately

There is no pending litigation or arbitration relating to the Company or any of its subsidiaries, with a value of the claim of at least 10 per cent of the equity of the Company.

8. Information on loans, guarantees or commitments granted by the issuer or its subsidiary to a person or its subsidiary, including related persons, indicating the nature of the relationship between the issuer and the person, the amount of principal outstanding, the

interest rate, the final repayment date, the amount of the commitment, the terms and period of

Transactions with related parties for the reporting period are disclosed in the Appendices to the interim condensed individual financial report for the first six months of 2022, as well as in the interim condensed individual report on the activity as of June 30, 2022.

The conditions under which the transactions were carried out do not deviate from the market conditions for such type of transactions.

July 27, 2022

Assen Minchev, Executive Director of Eurohold Bulgaria AD

Milena Guencheva, Prokurist of Eurohold Bulgaria AD

65

6

Приложение 4

Appendix 4 30 June 2022

APPENDIX 4

to Art. 12, para. 1, point 1, Article 14 and Article 21, point 3, letter "a" and point 4, letter "a" of the REGULATION No. 2 of 9.11.2021 on initial and subsequent disclosure of information in the case of public offer of securities and admission of securities to trading on a regulated market

for the period 1 January - 30 June 2022.

  • 1. No change in the persons exercising control over the company
  • 2. Opening of insolvency proceedings for the company or its subsidiary and all material stages related to the proceedings

No insolvency proceedings have been opened for the company or its subsidiary

3. Conclusion or execution of material transactions

All completed transactions, including material transactions, are disclosed in the Notes to the Interim Condensed Individual Financial Statements for the first six months of 2022 and in the Interim Condensed Individual MD&A as of June 30, 2022.

  • 4. No decision to enter into, terminate or cancel a joint venture agreement
  • 5. No change in the company's auditors and reasons for the change
  • 6. There has been no commencement or termination of any legal or arbitration proceedings relating to the debts or claims of the company or its subsidiary, with a cost of the claim of at least 10 per cent of the equity of the company
  • 7. Purchase, sale or pledge of shares in commercial companies by the issuer or its subsidiary

7.1. Acquisition of shares in the capital of Euroins Insurance Group AD through capital increase and purchase of shares as follows:

  • On 17.03.2022, Eurohold Bulgaria AD increased the capital of its subsidiary Eastern European Electric Company II, the Netherlands, with a cash contribution of EUR 2,000,000.
  • In the second half of March 2022 The energy subholding of Eurohold Bulgaria AD Eastern European Electric Company B.V. (EEEC), increased its stake in CEZ Distribution Bulgaria AD with a new name Electrorazpredelitelni mreji Zapad AD (EPM Zapad AD) to 98.93% (by acquiring additional 207,095 shares or 10.74%) and in CEZ Elektro Bulgaria AD with a new name Elektrohold Prodazhbi AD to 96.76% (by acquiring additional 1,371 shares or 27.42%).
  • On 27.05.2022 Eurohold Bulgaria AD established a new subsidiary company called "ELECTROHOLD GREEN" EOOD (ELECTROHOLD GREEN) with a capital of BGN 20,000 and subject of activity: Consulting and investment activity, construction and maintenance of photovoltaic power plants, trade in solar panels and accessories, real estate transactions, representation, mediation and agency of Bulgarian and foreign legal entities in the country and abroad, as well as any other activity not expressly prohibited by law. The newly established company was entered in the Commercial Register on 27.05.2022 with the sole owner of the capital Eurohold Bulgaria AD.
  • In connection with the completed tender offers, "EASTERN EUROPEAN ELECTRIC COMPANIES" B.V. has reached 99.25% and 97.66% in the capital of Electrorazpredelitelni mreji Zapad AD (EPM Zapad AD) and Elektrohold Prodazhbi AD. (More information on the

results of the tender offer is available in the Interim Condensed Individual Activity Report as of June 30, 2022)

On 30.06.2022, Eurohold Bulgaria AD concluded an agreement for the sale of the remaining part of its automotive and leasing business by selling its subsidiary sub-holding companies Auto Union AD and Eurolease Group AD together with the operating companies owned by them. (More information on the sale of the subsidiaries is available in the Interim Condensed Individual Report of the Activity as at 30 June 2022)

8. Other circumstances that the company believes may be relevant to investors in deciding whether to acquire, sell or continue to hold the publicly offered securities

All significant events for Eurohold Bulgaria AD occurring in the period of the first six months of 2022 and up to the date of this document are disclosed in detail in the Interim condensed individual management report as at 30 June 2022.

27.07.2022

Assen Minchev, Executive Director of Eurohold Bulgaria AD

Milena Guencheva, Prosecutor of Eurohold Bulgaria AD

7 Declaration of responsible persons

68

Eurohold Bulgaria AD

Declaration of responsible persons

DECLARATION

Article 100n, paragraph 4, item 4 of POSA

The undersigned,

  • 1. Assen Minchev Executive Director of Eurohold Bulgaria AD
  • 2. Milena Guencheva Attorney of Eurohold Bulgaria AD
  • 3. Salih Trampov Chief Accountant of Eurohold Bulgaria AD (compiler of the financial statements)

WE DECLARE that to the best of our knowledge:

  1. The interim condensed separate financial statements for the first six months of 2022, prepared in accordance with applicable accounting standards, give a true and fair view of the assets and liabilities, financial position and profit or loss of Eurohold Bulgaria AD.;

  2. The interim condensed individual management report as at 30.06.2022 contains a reliable overview of the development and performance of Eurohold Bulgaria AD, as well as a description of the main risks and uncertainties facing the company.

Declarators:

  • 1. Assen Minchev
  • 2. Milena Guencheva
  • 3. Salih Trampov

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