Agria Group Holding AD

Annual / Quarterly Financial Statement • Mar 25, 2024

AGRIA GROUP HOLDING AD SEPARATE FINANCIAL STATEMENTS ANNUAL REPORT December 31, 2023 AGRIA GROUP HOLDING AD 2 CONTENTS: SEPARATE STATEMENT OF FINANCIAL POSITION ..........................................page 3 SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME..................................................................................................................page 4 SEPARATE STATEMENT OF CHANGES IN EQUITY ..........................................page 5 SEPARATE CASH FLOW STATEMENT ................................................................page 6 NOTES TO THE SEPARATE FINANCIAL STATEMENTS ....................................page 7 SEPARATE ANNUAL REPORT ............................................................................. page 40 INFORMATION UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 ............................................................................................................................... page 85 DECLARATION ON CORPORATE GOVERNANCE ........................................... page 87 REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE APPLICATION OF THE REMUNERATION POLICY......................................... page 97 DECLARATION under Article 100n (4), Item. 4 of POSA ................................... page 106 AGRIA GROUP HOLDING AD _____________ 31.12.2023 31.12.2022 BGN'000 BGN'000 ASSETS Non-current assets Property, plant and equipment 4 7 915 8 502 Intangible assets 5 82 97 Investments in subsidiaries 6 151 833 103 908 Investments in associated companies 7 505 505 Total non-current assets 160 335 113 012 Current assets Trade and other receivables 8 33 626 35 837 Cash and cash equivalents 9 808 641 Total current assets 34 434 36 478 Total assets 194 769 149 490 EQUITY AND LIABILITIES Equity Share capital 10 6 800 6 800 Share buy-back (1 390) (1 390) Reserves 11 18 949 18 949 Retained earnibgs 76 130 74 040 Total equity 100 489 98 399 Non-current liabilities Non-current portion of interest bearing bank loan 12 35 959 16 909 Deferred tax liabilities 13 501 506 Non-current portion of obligations under leasing contracts 14 244 352 Total non-current liabilities 36 704 17 767 Current liabilities Interest bearing bank loan 15 34 998 21 548 Trade loans 16 14 391 4 638 Current portion of non-current interest bearing bank loans 12 7 854 6 680 Current portion of obligations under leasing contracts 14 141 283 Trade and other liabilities 17 192 175 Total current liabilities 57 576 33 324 Total liabilities 94 280 51 091 Total equity and liabilities 194 769 149 490 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. №: 086 Reg. №: 0601 Iliya Iliev Manager Audit report date March 25, 2024 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF FINANCIAL POSITION as of December 31, 2023 ____________ Separate financial statements as of December 31, 2023 3 AGRIA GROUP HOLDING JSC. ____________ Year ended Year ended 31.12.2023 31.12.2022 BGN'000 BGN'000 Income from sales 18 561 537 Other income 19 8 19 Personnel expenses 20 1 849 1 104 Hired serviced 21 795 694 Depreciation and amortisation 4, 5 388 391 Materials expenses 22 103 153 Other operating expenses 23 216 493 Total operating expenses 3 351 2 835 Financial income 24 16 227 45 856 Financial expenses 25 (4 611) (1 400) Profit before tax 8 834 42 177 Income tax benefit/(expense) 26 5 4 Profit for the period 8 839 42 181 Other components of comprehensive income: Components which will not be reclassified in profit or loss: Profit from revaluation of property, plant and equipment - 2 003 Income tax related to the other components of comprehensive income - (200) Other comprehensive income, net of taxes - 1 803 Total comprehensive income for the period 8 839 43 984 Earnings per share (BGN) 27 1,300 6,203 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. №: 086 Reg. №: 0601 Iliya Iliev Manager Audit report date March 25, 2024 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended December 31, 2023 ________________ Separate financial statements as at December 31, 2023 4 AGRIA GROUP HOLDING JSC. ____________________ Share Shares Legal Revaluation Premium Retained Total capital buy-back reserves reserves reserves earnings BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 Balance as of January 1, 2022 6 800 - 680 2 828 13 668 34 329 58 305 Profit for the period - - - - - 42 181 42 181 Other comprehensive income, net of taxes - - 1 803 - - 1 803 Total comprehensive income for the period - - - 1 803 - 42 181 43 984 Share buy-back - (1 390) - - - - (1 390) Revaluaiton reserve written-off - - - (30) - 30 - Dividends distributed - - - - - (2 500) (2 500) Balance as of December 31, 2022 6 800 (1 390) 680 4 601 13 668 74 040 98 399 Profit for the period - - - - - 8 839 8 839 Other comprehensive income, net of taxes - - - - - - Total comprehensive income for the period - - - - - 8 839 8 839 Dividends distributed - - - - - (6 800) (6 800) Other changes - - - - - 51 51 Balance as of December 31, 2023 6 800 (1 390) 680 4 601 13 668 76 130 100 489 Emil Raykov Asya Yordanova (Executive Director) (Chief accountant) Audit Company Marian Nikolov Primorska Audit Company OOD Registered auditor, responsible for the audit Reg. №: 086 Reg. №: 0601 Iliya Iliev Manager Audit report date March 25, 2024 The accompanying notes are an integral part of these financial statements. SEPARATE STATEMENT OF CHANGES IN EQUITY for the year ended December 31, 2023 ____________________ Separate financial statements as at December 31, 2023 5 AGRIA GROUP HOLDING JSC.______________ Year ended Year ended 31.12.2023 31.12.2022 BGN'000 BGN'000 Cash and cash equivalents as at January 1 641 196 Cash flows from operating activities Proceeds from customers and other debtors 1 508 709 Payments to suppliers and other creditors (1 679) (1 663) Payments related to personnel (1 916) (1 132) Taxes paid (99) (52) Taxed refundabe 96 98 Net cash flows from operating activities (2 090) (2 040) Cash flows from investing activities Dividends received 33 653 29 815 Sales of property, machinery and equipment 5 31 Purchases of property, machinery and equipment (12) (42) Payments related to investements (47 925) (21 800) Net cash flows from investing activities (14 279) 8 004 Cash flows from financing activities Current bank loans received (paid), net 13 173 (1 586) Non-current bank loans received 28 596 - Non-current bank loans paid (8 435) (6 526) Trade loans granted, net (15 252) 3 371 Trade loans received, net 9 550 1 930 Interest received 323 3 059 Loan interest paid (3 660) (1 378) Payments related to share buy-back - (1 390) Dividends paid (6 800) (2 500) Payments related to lease contracts (310) (290) Bank fees and commissions paid (646) (207) Net cash flows from financing activities 16 539 (5 517) Changes in cash and cash equivalents during the period 170 447 Net effect of exchange rate differences (3) (2) Cash and cash equivalents at period end 808 641 Emil Raykov (Executive Director) Audit Company Primorska Audit Company OOD Reg. №: 086 Iliya Iliev Manager Audit report date March 25, 2024 The accompanying notes are an integral part of these financial statements. Registered auditor, responsible for the audit Reg. №: 0601 SEPARATE CASH FLOW STATEMENT for the year ended December 31, 2023 Asya Yordanova (Chief accountant) Marian Nikolov ________________ Separate financial statements as at December 31, 2023 6 NOTES TO THE SEPARATE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 8 NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 1. Incorporation and registration. Legal status and legal framework. “AGRIA GROUP HOLDING” AD (the Company) is registered with decision 7350 on August 28, 2007 in Varna District Court under file № 3 point 833 page 10 company case 3875/2007. The Company’s seat and management address is Varna, 111 Knyaz Boris I Blvd., Business Center, 9th floor. The main activity of the Company comprises management and control of subsidiaries. As of 2007 the Company's shares are listed for trading on the Bulgarian Stock Exchange, and it has the status of a public company. The Company has one-tier management system and is managed by a Board of Directors and is represented by an Executive Director. These separate financial statements were approved for issue by the Company ’s management on March 25, 2024. 2. Basis of preparation of the financial statements and accounting principles. 2.1. Applicable general framework for financial statements The annual closing of the accounts and the preparation of the annual financial statements for 2023 is carried out in accordance with the Accounting Law, which entered into force on January 1, 2016. The Company’s management has reviewed the latest amendments and additions made to the Accounting Law as of December 31, 2023. Some of them enter into force at the beginning of 2024, and another part, respectively, from January 01, 2025. These changes do not lead to the need to change the accounting policy applied and consistently disclosed by the company's management, as it is set out below. Pursuant to the Accounting Law, commercial companies in Bulgaria prepare their financial statements based on the National Accounting Standards adopted by the Council of Ministers (NCS). Some commercial companies comprehensively listed in the Accounting Law are obliged to prepare their financial statements according to the requirements of the International Accounting Standards, published by the International Standards Council and adopted for application by the European Union (IAS). Those commercial companies that have adopted and apply IAS under the repealed Accounting Law can continue with their application in the future, or make a one-time transition to NAS. The Company meets the criteria for an enterprise whose transferable securities are admitted to trading on the regulated market in a member state of the European Union, which requires mandatory application of IAS. Therefore, the current individual annual financial report is drawn up in accordance with the requirements of the IAS. These are the standards adopted in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002 for the implementation of International Accounting Standards. As of December 31, 2023, these include International Accounting Standards, International Financial Reporting Standards (IFRS), Interpretations of the Standing Committee on Clarifications and Interpretations of the Interpretations Committee of IFRS, as well as subsequent amendments and future standards and interpretations. The IAS Council annually reissues the standards and their explanations, which, after formal approval by the European Union, are valid for the year for which they were issued. A large part of them, however, are not applicable to the company's activities, due to the specific and significantly more complex issues that are treated in them. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 9 2.1. Applicable general framework for financial statements (continued) The management of the Company has complied with all these accounting standards and explanations to them, which are applicable to its activity and have been officially accepted for application by the European Union as of the date of preparation of this individual financial statement. 2.2. New accounting standards and clarifications not yet implemented by the Company The changes in IAS, which come into force on January 1, 2023, have not had and are not expected to have any significant effect on the applied accounting policy in relation to the annual financial statements prepared by the company. In addition, the company's management does not consider it necessary to disclose in its individual annual financial report the name of those IFRS/IAS and explanations to them, in which changes have been made, formally approved or not yet approved by the European Union, relating to the application them in 2023 and in the future, without them relating to or seriously affecting its business. Such a listing of the names of standards and explanations to them, which do not apply and are not expected to do so in relation to the company's activities, could lead to misunderstanding and mislead the users of reporting information from this individual financial statement. 2.3. Applicable measurement base These individual annual financial statements have been prepared in accordance with the historical cost principle, modified in certain cases by the revaluation of certain assets and liabilities to their fair value at the end of the reporting period, to the extent required by the relevant accounting standards, and this value may be reliably established. Similar deviations from the historical cost principle are disclosed in the disclosure of the accounting policy in the relevant places below. All data for 2023 and 2022 are presented in thousands of BGN, unless otherwise indicated in the relevant place. The income per share is calculated and announced in BGN. Rounding of the amounts is done on the basis of generally accepted requirements. 2.4. Fair value measurement Some accounting standards allow for the adoption of an approach of initially and subsequently measuring certain assets and liabilities at their fair value. For some financial assets and liabilities, accounting standards require a final measurement at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. This value should be determined on the main market for the company, or in the absence of such, on the most profitable one to which it has access at that date. The fair value of a liability reflects the risk of default. Whenever possible, the Company estimates the fair value of an asset or liability using stock market prices in the active market in which it is quoted. A market is considered active if transactions for that asset or liability occur with sufficient frequency and volume so that continuous price information is provided. If there is no quoted price in an active market, the company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservables. The chosen valuation technique covers all factors that market participants would consider in pricing the transaction. The concept of fair value implies realization of the financial instruments through sale. In most cases, however, especially with respect to current trade receivables and payables, as well as loans received, the company expects to realize these financial assets and liabilities through their full repayment or repayment over time. They are therefore presented at their nominal or depreciable value. A large part of the financial assets and liabilities are short-term in nature, therefore their fair value is approximately equal to the carrying amount. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 10 2.4. Fair value measurement (continued) The fair values are being categorized in various levels in the Fair Values Hierarchy based on input data in the valuation techniques, as follows: • Level 1: Quoted prices (non-adjusted) on active markets for similar assets or liabilities. • Level 2: Input data other than quoted prices included in Level 1 which directly (i.e. as prices) or indirectly (i e. obtained through prices) are accessible for asset or liability monitoring purposes. • Level 3: Input data about the asset or liability which are not based on observable market data (non- observable input data). If the input data used for measuring the fair value of an asset or liability may be categorized in different levels in the Fair Values Hierarchy, then the assessment of the fair value is categorized in its entirety at that same level of the Fair Values Hierarchy which input information is of significance for the overall assessment. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change occurred. More information on the assumptions made in estimating fair values is included in the relevant notes. The management of the Company believes that under the existing circumstances, the estimates of financial assets and liabilities presented in the individual statement of financial position are as reliable, adequate and credible as possible for the purposes of financial reporting. 2.5. Subsidiaries. Consolidation. A subsidiary company is a company that is controlled by the parent company. Control is the power to manage the financial and operational policies of the subsidiary company, with the aim of extracting benefits from its activities. As of December 31, 2023, the company owns capital investments in subsidiary and associated companies registered in the country. In the current individual financial statement, investments in the subsidiary companies are presented at acquisition cost and this statement does not represent a consolidated financial statement within the meaning of IFRS 10 Consolidated Financial Statements. To gain a complete understanding of the financial position, performance, and changes in the financial position of the group, users of this individual financial statement need to read it together with the consolidated financial statement of the company for the financial year ending on December 31, 2022. The company prepares consolidated financial statements, which are presented in accordance with regulatory requirements and practices in our country, following the approval of the individual financial statements. 2.6. Comparative figures According to the Bulgarian accounting legislation and the IAS regulated for application, the financial year ends on December 31 and the enterprises should submit the annual financial statements to these data, together with the comparative data to these data for the previous year. if the company has made changes in its accounting policy that have been applied retrospectively or recalculations or reclassifications of individual items, it presents comparative data for two previous accounting periods in the statement of financial position and the corresponding explanatory annexes, as follows: a) at the end of the previous reporting period. b) at the beginning of the earliest comparable period. In the other elements of the individual financial statement and their corresponding explanatory information, the comparative information is presented only at the end of the previous reporting period. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 11 2.7. Accounting estimates and reasonable assumptions The IAS application requires the company's management to apply certain accounting assumptions and estimates when preparing the annual financial statements and determining the value of some of the assets, liabilities, revenues, expenses, and contingent assets and liabilities. Changes in accounting estimates already made are reflected in the period in which they became known, as well as in future accounting periods, if they relate to them. All accounting estimates and assumptions have been made on the basis of management's best judgments as of the date of preparation of the financial statements. Actual results could differ from those presented in this individual financial statement. 2.8. Functional and presentation currency The functional currency of the company is the currency in which transactions are mainly carried out in the country in which it is registered. This is the Bulgarian lev (BGN), which according to local legislation has a fixed exchange rate to the EUR, in the ratio of EUR 1 = BGN 1.95583. The BNB determines the exchange rates of the BGN to other foreign currencies, using the exchange rate of the EUR to the corresponding currency on international markets. Upon initial recognition, each foreign currency transaction is recorded in the functional currency, applying the exchange rate at the time of the transaction or event to the foreign currency amount. Cash, receivables or liabilities denominated in a foreign currency are reported in the functional currency, applying the exchange rate published by the Bulgarian National Bank (BNB) for each business day. As of December 31, they are valued in BGN using the closing exchange rate of the BNB. The effects of foreign exchange differences relating to the settlement of foreign currency transactions, or the reporting of foreign currency transactions at rates different from those at which they were originally recognized, are included in the statement of profit or loss and other comprehensive income, in the period of their occurrence. The final exchange rate of the BGN to the main currencies with which the company operates for the periods for which the current individual financial statement is compiled is as follows: December 31, 2022: 1 USD = BGN 1.83371 December 31, 2023: 1 USD = BGN 1,76998 The presentation currency in this individual financial statement is also BGN. 2.9. Financial risk management Financial risk factors In the course of its usual activity, the company may be exposed to various financial risks. Market risk is the risk that the fair value or future cash flows of a financial instrument will vary due to changes in market prices. Market risk includes currency risk, interest rate risk and price risk. Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other if it fails to fulfill its contractual obligation. Liquidity risk is the risk that the company could have difficulties meeting its obligations under financial liabilities. The board of directors is responsible for identifying and managing the risks faced by the Company. The Company’s risk management policy is developed to identify and analyze the risks it faces, establish risk-taking limits and controls, monitor risks and compliance with established limits. These policies are subject to periodic review in order to reflect changes in market conditions and in the Company’s activities. Through its training and management standards and procedures, the company aims to develop a constructive control environment in which all employees understand their role and responsibilities. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 12 2.9. Financial risk management (continued) 2.9.1. Currency risk The Company's activities are carried out entirely in Bulgaria, but payments to some customers and suppliers and in connection with received bank loans are made in Euro. The main transactions carried out by the company are denominated in Bulgarian Lev and Euro. The BGN is pegged to the euro, which is why the company is not exposed to significant currency risks when carrying out transactions in euros. The Company is not exposed to foreign currency risk due to the fact that it has no liabilities and no cash that is denominated in a foreign currency other than the Euro. For this reason, the Company does not use specific financial instruments to hedge this risk. 2.9.2. Interest rate risk Financial instruments that potentially expose the company to interest rate risk are primarily bank loans. The Company uses bank loans, the interest rates of which are variable according to the general economic and financial conditions. As with most loans, the agreed interest rate is at a fixed premium above EURIBOR / Average Deposit Index, the Company is potentially exposed to cash flow risk. The management of the Company performs periodic analysis of the macroeconomic environment and assesses the future interest rate risks faced by the company. In case of deterioration of general interest rates, the company has the possibility to use hedging instruments. The management of the company does not consider that there are currently conditions for a significant negative change in the agreed total price of the borrowed credit resource, which would lead to additional financial risks as a result of the loans used as of December 31, 2023. 2.9.3. Credit risk When carrying out its activities, the company is exposed to credit risk, related to the fact that one of its counterparties will not be able to fulfill its obligations towards it in full and within the usual deadlines. The Company's financial assets are concentrated in two groups - cash and receivables. Cash and cash equivalents in the Company and payment operations are concentrated in commercial banks with stable liquidity, which limits the risk regarding cash and cash equivalents. Receivables from clients The financial assets that potentially expose the company to credit risk are mainly sales receivables and interest- bearing loans granted. Exposure to credit risk is a result of the individual characteristics of individual customers. This exposure may also depend on non-payment risk, which is a risk specific to a given business sector or to the domestic market in which the company operates. Mainly, the Company is exposed to credit risk in case customers do not pay their debts. The Company's policy in this area is aimed at making sales to customers with appropriate credit standing and the use of adequate collateral as a means of limiting the risk of financial losses. The credit quality of customers is evaluated by taking into account financial status, past experience and other factors. Credit limits have been introduced, compliance with which is monitored regularly. More than 99% of interest loans and sales receivables are from subsidiaries and other related enterprises that the company controls and therefore considers that the credit risk is not high. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 13 2.9. Financial risk management (continued) 2.9.4. Price risk The Company is exposed to price risk, as the prices of the services and materials it uses are influenced by those on international markets. The policy in this area is aimed at negotiating fixed prices with suppliers of basic services, with a prevailing term of up to a year, in order to avoid the negative effect of a possible rise in price levels during this period. 2.9.5. Liquidity risk Liquidity risk is the risk that the company will not be able to meet its financial obligations when they become due. The policy in this area is aimed at ensuring the availability of sufficient liquid funds to service obligations when they become due, including in extraordinary and unforeseen situations. The management of the Company maintains sufficient free cash in order to ensure constant liquidity and repayment of the company's obligations within the terms agreed with its suppliers and other creditors. The Company monitors the level of expected cash inflows from trade and other receivables, along with expected cash outflows to trade and other payables. 3. Definition and valuation of the financial statement’s elements 3.1. Property, plant and equipment Property, machinery, equipment, and intangible assets, except for agricultural land, are presented in the individual statement of financial position at cost (acquisition price) and reduced by the amount of accrued depreciation and any impairments. The agricultural lands owned by the Company are presented at a revalued value, which is defined as their fair value at the reporting date, reduced by possible impairment losses. To determine the fair value, independent licensed appraisers who possess appropriate qualifications for such valuations are used. From the performed revaluations, a revaluation reserve was formed, presented as part of the capital. The revaluation reserve is recognized as retained earnings after the relevant asset is written off. 3.1.1. Initial recognition Upon their initial acquisition property, plant and equipment and intangible assets are valued at cost, which comprises the purchase price, customs duties and any directly attributable costs of bringing the asset to working condition for its intended use. The directly attributable costs mainly are: cost of site preparation, initial delivery and handling costs, installation costs, professional fees for people involved in the project, non-refundable taxes, etc. The Company has set a value threshold of BGN 700 below which the acquired assets, regardless of having the features of non-current assets, are treated as current expenses now of their acquisition. Property, plant, and equipment acquired through government grants are measured at fair value at the date of acquisition. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 14 3.1. Property, plant and equipment (continued) 3.1.2. Subsequent expenses Repair and maintenance costs are recognized as current expenses when incurred. Subsequent expenses incurred in relation to property, plant and equipment that have the nature of replacement of certain components, significant parts and aggregates, or improvements and restructuring, and meet the requirements for asset recognition are capitalized in the carrying amount of the respective asset and its residual useful life is reviewed as at the capitalization date. At the same time, the non-depreciated amount of the components replaced is derecognised from the carrying amount of the assets and is recognised as current expenses for the period of restructure. Depreciation of property, plant and equipment and intangible assets is charged on a straight-line basis. The depreciation rates of fixed assets are determined by the management on the basis of their estimated useful lives. Depreciation is not charged on land, fully depreciated assets and assets in the process of acquisition or for assets classified as held for sale in accordance with the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The following depreciation rates have been applied by group of assets presented in years of useful life: 2023 2022 Administrative and commercial buildings 25 25 Machinery and equipment 3.33 3.33 Vehicles 4 4 Computers, peripherals, software 2 2 Office equipment 6.67 6.67 Other fixed assets 6.67 6.67 Intangible assets 6.67 6.67 3.2. Impairment of property, plant and equipment and intangible assets At the end of each year, a review of the carrying amount of fixed assets that is not carried at fair value is performed to determine whether there is any indication of impairment. If any, the Company calculate the recoverable amount of the asset to determine the amount of the impairment loss. Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset (or cash- generating unit) is estimated to be less than its carrying amount, the latter is reduced to the recoverable amount of the asset (cash-generating unit). An impairment loss is recognized as an expense in the statement of profit or loss and other comprehensive income when incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 15 3.2. Impairment of property, plant and equipment and intangible assets (continued) A reversal of an impairment loss is recognized as income in the statement of profit or loss and other comprehensive income when incurred, unless the relevant asset is carried at revalued amount, in which case the reversal of the impairment loss is treated as an increase in the revaluation reserve. 3.3. Investments in subsidiaries and associates Non-current investments, stocks and shares in subsidiaries and associates, are presented in the separate financial statements at acquisition cost (at cost), which is the fair value of the remuneration paid, including the direct costs related to the acquiring of the investment less the accumulated impairment. Investments in subsidiaries and associates held by the entity are subject to annual review for impairment. If conditions for impairment appear, it is recognized in the statement of profit or loss and other comprehensive income (in the profit or loss for the year). Upon purchase and sale of investments in subsidiaries and associates, the entity applies the “closing date “of the transaction. Investments are derecognized when the rights deriving from them are transferred to other parties when the legal grounds for that occurrs and thus the control over the economic benefits from the respective particular type of investments is considered lost. Profit/(loss) from the selling of such investments is presented respectively as “financial income “or “financial expenses” in the statement of profit or loss and other comprehensive income (in the profit or loss for the year). 3.4. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The financial assets and financial liabilities are recognized in the statement of financial position when the entity becomes a party in the contractual relationship of the respective financial instrument generating this asset or liability. Financial assets are written-off from the statement of financial position after the contractual rights for receiving monetary flows have expired or the assets have been transferred and their transfer satisfies the requirements for derecognition in accordance with IFRS 9 Financial instruments. Financial liabilities are written-off from the statement of financial position only when they have been repaid, i.e. the obligation specified in the contract has been annulled, cancelled, or expired. The Company’s operations do not presuppose the existence of various financial instruments. The main financial instruments included in the Company’s Statement of Financial Position are presented below. 3.4.1. Trade and other receivables Trade receivables are amounts due by clients for goods and services sold in the routine course of business. Usually, those are payable within a short period of time and are consequently classified as current. Trade receivables are recognized initially in the amount of the due unconditional consideration, unless they contain considerable financing components. The Company holds trade receivables with the aim of collecting the contractual cashflows and therefore measures those at amortized cost using the effective interest method. Discounting is not performed in cases where its effect is insignificant. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 16 3.4. Financial instruments (continued) 3.4.1. Trade and other receivables (continued) As at the date of preparing the financial statements, the Company assesses whether there is objective evidence for impairment with regard to the trade receivables which are of individual significance. Impairment is being reported in case there is objective evidence that the company will not be able to collect all amounts, in accordance with the initial conditions pertaining to the respective receivable. The amount of impairment is the difference between the carrying value and recoverable value. The recoverable amount represents the present value of expected cash flows, discounted at the effective interest rate. The amount of impairment of trade receivables in the current period is recognized as income and expense. When collection is expected to be received within one year, it is recognized as a current asset. In other cases, receivables are recognized as non-current assets. The future cash flows determined for a group of financial assets that are collectively assessed for impairment are based on historical information related to financial assets with credit risk characteristics similar to the characteristics of the group of financial assets. Assets that are individually impaired are not included in a group for impairment assessment. The Company uses a simplified approach when reporting impairments of trade and other receivables and recognizes impairment losses as expected credit losses for the entire period. These represent the expected shortage of contractual cashflows while taking into account the probability for non-performance at any moment of the financial instrument’s tenor. Significant financial difficulties of the debtor, probability of bankruptcy and liquidation, financial restructuring or inability to repay the debt (more than 30 days) are considered as an indicator that the trade receivable should be impaired. In estimating expected credit losses on trade receivables, the company has used a matrix of provisions, as well as its accumulated experience in the field of credit losses on trade receivables and receivables on granted loans, to estimate approximately the expected credit losses for the entire life of the financial assets. The essential part of contracts with customers, as well as loans and advances granted, are with commercial companies that are related parties, as a result of which the Management assesses the possibility of credit losses as minimal. The analysis carried out proves this judgment and as a result it is not necessary to charge provisions for possible credit losses according to IFRS 9. 3.4.2. Cash and cash equivalents. Cash and cash equivalents in BGN are stated at nominal value and cash denominated in foreign currency – at the closing exchange rate of BNB as at the end of each reporting period. For the purposes of preparing the cash flow statement, cash and cash equivalents are cash in hand and at banks. 3.4.3. Interest-bearing loans Interest-bearing loans are initially recognised at fair value calculated through reduction of received cash proceeds by inherent transaction costs. Following initial recognition, interest-bearing loans are measured at amortised cost where any difference between the initial value and the value at maturity date is reported in the profit or loss statement for the period of loan utilisation applying the effective interest rate method. No amortisation applies to received interest-bearing loans characterised with lack of transaction costs upon origination. Received bank overdrafts where the debtor may periodically utilise or repay the loan within a preliminary defined limit are treated in the same manner. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 17 3.4. Financial instruments (continued) 3.4.3. Interest-bearing loans (continued) Financial expenses, including direct borrowing costs, are included in profit or loss using the effective interest method, except for transaction costs on bank overdrafts, which are recognized in profit or loss on a straight-line basis over the period, for which the agreed overdraft. Interest-bearing loans are classified as current when they are to be settled within twelve months after the end of the reporting period. 3.4.4. Payables to suppliers, other non-current payables and advances received Trade and other liabilities arise because of received goods or services. No amortization applies to short-term payables. Trade payables are recognized initially at fair value, while subsequently at amortized cost, using the effective interest rate method. 3.5. Share capital The share capital of the Company is presented at nominal value and corresponds to its current legal registration. The share buy-back is presented in the statement of financial position at cost (acquisition price) as the share capital of the Company is reduced with the gross purchasing amount. 3.6. Reserves The reserves presented in the statement of financial position comprise the financial results capitalized in previous years and the premium reserve formed from issuing shares as well as reserves from the revaluation of some of the property, plant, and equipment (see note 3.1). The shareholders of the Company may dispose of the capital reserves after resolution of the general meeting. Revaluated reserves are recognized as realized through transferring in non-distributed profit after the respective asset has been taken out of operational use. 3.7. Government grants Government grants related to long-term assets and for compensation of expenses incurred by the Company are recognized as deferred income, when there is sufficient assurance that they will be received and that the Company will be able to meet all related requirements. The income for such grants is recognized in the statement of profit or loss and other comprehensive income on a systematic basis over the useful life of the asset. Government grants received as compensation for expenses incurred by the company are recognized in the income statement and other comprehensive income during the period in which the expenses are incurred. 3.8. Leases At the effective date of the contract, the Company assesses whether the contract represents or contains a lease. Namely, whether the contract transfers the right to control the use of the identified asset for a certain period of time. The Company as a lessee The Company applies a uniform approach for the recognition and measurement of all leases, except for short-term AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 18 3.8. Leases (continued) leases (ie leases with a lease term of up to 12 months) and leases of low value assets. The Company recognizes lease obligations to pay the lease payments and rights-of- use assets that represent the right to use the assets. Right-of-use assets The Company recognizes right-of-use assets from the commencement date (i.e. the date on which the underlying asset is available for use). Right-of-use assets are measured at cost less accumulated amortization and impairment losses and adjusted for any revaluation of the lease liability. The cost of acquisition of the right-of-use assets includes the amount of the recognized lease obligations, the initial direct costs incurred and the lease payments made on or before the commencement date, an estimate of the costs to be borne by the lessee in the dismantling and relocation of the asset, restoration of the site on which it is located, or recovery of the asset to the condition required under the terms of the lease, less any leasing incentive received. Right- of-use assets are depreciated on a straight-line basis over the lease term. If at the end of the lease term the ownership of the leased asset is transferred to the Company, or the acquisition price reflects the exercise of a purchase option, the depreciation is calculated using the expected useful life of the asset. Lease obligations From the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the lease payments that will be made for the lease term. Lease payments include fixed installments (including fixed payments substantially) less any leasing incentives, variable lease payments that depend on an index or interest rate, and amounts expected to be paid on guarantees for residual value. Leasing payments also include the cost of exercising a purchase option that is reasonably certain to be exercised by the Company as well as payments of penalties for termination of the lease if the lease term reflects the exercise by the Company of the option for termination. Variable lease payments that are independent of index or interest rate are recognized as an expense over the period in which the event or condition that triggers the payment occurs. When calculating the present value of lease payments, the Company uses an intrinsic interest rate on loans at the commencement date of the lease because the interest rate on the lease cannot be reliably determined. After the commencement date, the amount of the lease liabilities increases with interest and decreases with the lease payments made. In addition, the carrying amount of the lease liability is revalued if there is a modification, a change in the lease term, a change in the lease payments (for example, changes in future payments resulting from a change in the index or the interest rate used to determine these lease payments). or a change in the valuation of the option to buy the underlying asset. Short-term leases and low-value asset leases The Company applies the exemption from the recognition of short-term leases in respect of its short-term leases on buildings (for example, leases with a lease term of 12 months or less from the commencement date and which do not include an option to purchase). The Company also applies the exemption from the recognition of low value asset leases to the lease of office equipment which is considered of low value. Payments for short-term leases and leases of low- value assets are recorded as an expense on a straight-line basis over the lease term. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 19 3.9. Employee benefit obligations 3.9.1. Defined benefit plans The Bulgarian government is responsible for providing pensions under plans for defined pension contributions. The Company’s expenses related to payment of contributions under these plans are recognized in the statement of profit or loss and other comprehensive income for the period when they occur. 3.9.2. Annual paid leave The Company recognizes as liability the non-discounted amount of the estimated expenses for annual paid leave, expected to be paid to the employees for the past reporting period. 3.9.3. Defined benefit plans Pursuant to the requirements of the Labour Code, upon termination of the employment contract the employees are entitled to retirement benefits amounting to two gross monthly salaries when the overall length of service of the employee in the Company is less than ten years, or six gross monthly salaries when the overall length of service is more than 10 consecutive years. The Company has considered that the amount of the estimated retirement benefit obligations is insignificant, thus it was not stated in these financial statements. 3.10. Income and expenses recognition 3.10.1. Income from sales of services and other income Revenues from sales and operating expenses are accrued at the time of their occurrence, regardless of cash receipts and payments. The reporting and recognition of income and expenses is performed in compliance with the requirement for a cause-and-effect relationship between them. Income is measured at the fair value of the consideration received or due to be received, less the amount of all granted discounts. The Company recognizes income when the income amount can be reliably measured in the cases when the Company can obtain future economic benefits and also when it meets particular criteria for each activity of the Company, as specified further below. The amounts collected on behalf of third parties, such as sales taxes like the value added tax, are excluded from the income. (a) Rental income from farmland and other assets Income from rentals and leases of assets is recognized for the reporting period during which the farmland or the respective other asset has been leased. (b) Income from rendered services Income from rendered services (administrative and others) is recognized monthly for the reporting period to which it refers. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 20 3.10. Income and expenses recognition (continued) 3.10.1. Income from sales of services and other income (continued) Income from Income from government grants related to compensation for incurred expenses are recognized in the current profit or loss on a systematic basis for the same period during which the expenses were also recognized. Income from government grants related to compensation for investment expenses for the acquisition of an asset are recognized in the current profit or loss on a systematic basis for the entire period of the asset’s useful life, usually in the amount of the amortization recognized as expense. The profit (loss) from the sale of property, plant and equipment, intangible assets and materials is stated as other income (expense). In the event of an exchange of assets , income (expense) is being reported from the exchange transaction in the amount of the difference between the fair value of the received asset and the carrying amount of the exchanged. When economic benefits are expected to arise over several financial periods and their relatedness to the income may be defined only in general or indirectly, expenses are recognised in the profit or loss based on procedures for systematic and rational allocation. 3.10.2. Financial income and expenses Loan expenses, which may directly be posted to an asset for which the acquisition process, construction or production prior to its becoming ready for its intended use, or sale, necessarily takes a considerable period of time, should be capitalized as part of the value of that same asset. All other financial income and expenses are reported through profit or loss for all instruments measured at amortized cost using the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and for allocating the profit or cost for interest rates during the respective period. The effective interest method is that where expected future cash payments or income are discounted during the life of the financial instrument or in certain cases for a shorter period, from the carrying amount of the financial asset or liability. During the calculation of the effective interest rate, the Company assesses the cash flows by taking into account all contractual conditions of the financial instrument, however, without including potential future credit losses resulting from impairment. The calculation includes fees, transaction costs, premiums or discounts paid or received between the parties to the contract, which are an integral part of the effective interest rate. All other financial income and expenses are reported through profit or loss for all instruments, measured at amortized cost using the effective interest rate method. 3.11. Earnings per share The Company presents basic earnings per share or diluted earnings per share of its common stock. Basic earnings per share is calculated by dividing the profit or loss allocable to common shareholders by the weighted average number of common shares of the Company during that period. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 21 3.12. Corporate income tax The corporate income tax expense represents the sum of the tax currently payable and the tax effect on the temporary tax differences. The tax currently payable is based on taxable profit for the period by applying the effective tax rate in compliance with the applicable tax legislation as at the financial statements date. Deferred tax assets and/or liabilities represent the amount of recoverable and payable income taxes calculated for future reporting periods regarding deductible and taxable temporary differences. Temporary tax difference is the difference between the carrying amount of an asset or liability presented in the statement of financial position and its tax basis, derived from the taxation rules. Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are calculated and are recognized for all taxable temporary differences, while deferred tax assets are recognized only if reversal is probable and if sufficient taxable profit will be available, against which deductible temporary differences can be deducted. The effect of deferred tax assets and/ or liabilities recognition is presented according to the effect of the event that incurred it. For events that affect the statement of profit or loss and other comprehensive income the effect of deferred tax assets and liabilities is recognized in the statement of profit or loss and other comprehensive income. For events that were initially reported in equity (revaluation reserve), deferred tax assets and liabilities are recognized at the expense of equity. Deferred tax assets and liabilities in the statement of financial position are set-off as they relate to income taxes levied by the same tax authority. According to the Bulgarian tax legislation the company pays corporate income tax at the amount of 10 % of the taxable profit for 2023. The tax rate for 2024 remains 10 %. 3.13. Dividends Dividends are recognized as a reduction of the company's net assets and a current liability to its shareholders in the period in which their right to receive them arose. 3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and assumptions with high uncertainty. In the process of applying the accounting policy, the Company's management makes judgments that have a significant effect on the current financial statement. Such judgments, by definition, rarely equal actual results. As a result of their nature, they are subject to constant review and updating and summarize historical experience and other factors, including expectations of future events that management believes are reasonable under the current circumstances. Estimates and assumptions that carry a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year are set out below. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 22 3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and assumptions with high uncertainty. (continued) 3.14.1. Revalued amounts of property, plant and equipment The management has adopted a policy of appointing and using the professional services of independent licensed appraisers to determine the fair values of lands, which are valued at fair value. The following approaches and valuation methods have been applied in this revaluation to measure the fair value of individual types of tangible fixed assets: • Comparative Market Approach – results in an indicative value by comparing the asset subject to assessment with identical or similar assets for which there is available pricing information and which is being treated with prevalence due to the properties’ nature and their current use; • Income Approach – results in an indicative value by adjusting future cashflows to a single current value of capital. In order to apply the approach, it is necessary to determine the permanently realized net annual income of the property (land rental) which is being capitalized in order to convert it into its net value. Such revaluations should be made frequently enough in the cases when there are indications that the fair value of a certain asset class has changed considerably. 3.14.2. Impairment of investments in subsidiaries The management performs an analysis and assessment as to the presence of indicators for impairment of their investments in subsidiaries. The following are accepted as the main indicators for impairment: Considerable reduction in the volume or discontinuing the activity of the Company in which it has invested; Reporting of losses over a longer period of time and reporting of negative net assets or assets below the registered share capital. The management’s tests and estimations for impairment of investments have been made from the perspective of their plans and intentions as regards the future economic benefits which are expected to be received from the subsidiary companies, including trade and industrial experience, securing positions on foreign markets, anticipated future sales and others. Projection variants are being prepared for this purpose taking into account the various assumptions for risks, uncertainties and probabilities relating to the future realization of cashflows and revenues from those investments. Each of those variants is analysed carefully by the management and the results are weighted during the calculation of the respective investment’s recoverable amount. 3.14.3. Useful life of property, plant and equipment and intangible assets The financial reporting of property, plant and equipment as well as the intangible assets involves the use of estimates as to their anticipated useful life and carrying amounts, which estimates are based on assessments on the part of the Company’s management. 3.14.4. Impairment of receivables In connection with the first-time application of IFRS 9 Financial Instruments, the Company's Management has used its accumulated experience in the field of credit losses, taking into account current conditions and its forecasts, to reliably estimate expected credit losses on its trade receivables. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 23 3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and assumptions with high uncertainty. (continued) 3.14.5. Lea с es Determining the term of the lease for contracts with renewal and termination options - Company as lessee The Company defines the term of the lease as the irrevocable term of the lease, together with any periods covered by an option to extend it if it is reasonably certain that the option will be exercised, or any periods covered by an option to the termination of the lease if it is reasonably certain that the option will not be exercised. The Company has nine leases that include extension and termination options. The Company uses judgment to assess whether it is reasonably certain whether or not the option to renew or terminate the lease will be exercised. i.e. The Company considers all material factors that create an economic incentive to exercise either the renewal option or the termination option. After the effective date of the contract, the Company re-evaluates the term of the lease if there is a material event or change in circumstances that is within its control and affects its ability to exercise or not exercise the option to renew or terminate (for example, construction of material improvements to a leased property or substantial rework to specifications of the leased asset). AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 24 4. Property, plant and equipment Land Building Transport vehicles Right-of- use assets Office equipment and computers Construction in progress Total BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 Cost: Balance as of January 1, 2022 4 733 1 687 213 917 276 - 7 826 Effect from applying IFRS 16 - - - - - - 51 Revaluation 2 003 - - - - - 2 003 Additions - - 277 - 35 235 547 Disposals (49) - - (18) - - (67) Balance as of December 31, 2022 6 687 1 687 490 950 311 235 10 360 Effect from applying IFRS 16 - - - (127) - - (127) Additions - - - - 11 - 11 Disposals - - (15) - (45) (235) (295) Balance as of December 31, 2023 6 687 1 687 475 823 277 - 9 949 Accumulated depreciation: Balance as of January 1, 2022 - 776 213 259 243 - 1 491 Charged for the period - 67 29 268 18 - 382 Depreciation of disposals - - - (15) - - (15) Balance as of December 31, 2022 - 843 242 512 261 - 1 858 Charged for the period - 68 69 218 18 - 373 Depreciation of disposals - - (15) (137) (45) - (197) Balance as of December 31, 2023 - 911 296 593 234 - 2 034 Carrying amount as of December 31, 2023 6 687 776 179 230 43 - 7 915 Carrying amount as of December 31, 2022 6 687 844 248 438 50 235 8 502 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 25 4. Property, plant and equipment (continued) The Company has leasing agreements for renting office spaces and vehicles used in its operations. The terms range from 3 to 5 years with options for extension. To secure investment and revolving bank loans received by the company and its subsidiaries, the company established a pledge and a mortgage in favor of creditor banks on land with a transferable value as of December 31, 2023, of BGN 6,687 thousand and buildings with a transferable value as of December 31, 2023 BGN 776 thousand. To determine the fair value of the owned lands, the Company uses the services of a licensed appraiser with recognized professional qualifications and experience. Fair value is based on market value, which is the estimated amount for which a property could be exchanged on the valuation date between a willing buyer and seller in an arm's length transaction after appropriate marketing in which the parties acted knowingly. The obtained market value is determined as a weighted value of the results obtained from the individual methods and weights, expertly determined, according to the reliability of the information used and evaluation experience. The fair value of the land is categorized as Level 3 fair value based on the inputs to the valuation technique used. 5. Intangible assets Software Cost of acquisition of intangible assets Total BGN’000 BGN’000 BGN’000 Cost: Balance as of January 1, 2022 352 97 449 Additions - - - Disposal - - - Balance as of December 31, 2022 352 97 449 Additions 97 (97) - Disposal - - - Balance as of December 31, 2023 449 - 449 Accumulated depreciation: Balance as of January 1, 2022 343 - 343 Charged for the period 9 - 9 Depreciation of disposals - - - Balance as of December 31, 2022 352 - 352 Charged for the period 15 - 15 Depreciation of disposals - - - Balance as of December 31, 2023 367 - 367 Carrying amount as of December 31, 2023 82 - 82 Carrying amount as of December 31, 2022 0 97 97 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 26 6. Investments in subsidiaries companies Ownership interest % December 31, 2023 BGN’000 December 31, 2022 BGN’000 Almagest EOOD 100 47 925 - Kehlibar EOOD 100 14 795 14 795 Agra EAD 100 13 695 13 695 AG Property Invest EOOD 100 12 205 12 205 BD Pharm EOOD 100 9 686 9 686 Kristera Agro EOOD 100 7 600 7 600 Agrivia Oil EOOD 100 6 880 6 880 Korn trade EOOD 100 6 800 6 800 Bora Energy EOOD 100 6 220 6 220 Korn trade EOOD 99.26 5 777 5 777 Bora Energy EOOD 100 4 828 4 828 Elit-86 EOOD 100 3 081 3 081 Grouver EOOD 100 2 627 2 627 Aris-Agro EOOD 100 2 408 2 408 BD Agri EOOD 100 2 159 2 159 Bora Invest EOOD 100 1 100 1 100 Silk Gas BG EOOD 100 1 780 1 780 Tera Protect EOOD 100 900 900 Diasvet EOOD 100 840 840 Korn Star OOD 40 522 522 Agro OOD 100 5 5 Total 151 833 103 908 On February 8, 2023, the Company concluded a final contract for the purchase of 441 866 ordinary registered non-voting shares from the capital of the commercial company "Almagest" AD, with a nominal value of BGN 80 each, representing 100% of the capital of "Almagest" AD. On October 5, 2023, the transformation of the Company from a sole proprietorship to a sole proprietorship with limited liability was entered in the Commercial Register and in the National Register. The subject of activity of the acquired company consists in the production and sale of alcohol, production and sale of fodder, as well as in the storage of grain invested in the activity. 7. Investments in associated companies Company % December 31, 2023 BGN’000 December 31, 2022 BGN’000 Agro Oil Consult OOD 50 505 505 Total 505 505 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 27 8. Trade and other receivables December 31, 2023 BGN’000 December 31, 2022 BGN’000 Receivables from trade loans, incl.interest 32 551 15 990 Receivables from dividends 821 19 536 Prepaid expenses 172 86 Taxes recoverable 33 88 Deposits 28 37 Receivables from clients 21 96 Other receivables - 4 Total 33 626 35 837 8.1. The Company has granted trade loans to other commercial companies, mainly related parties, the principal amount of which is BGN 29 982 thousand (December 31, 2022 – BGN 14 437 thousand). The Company charges annual interest between 5.00% and 6.00%. Loans are not secured. The loans have a deadline for repayment from 2024 to 2028, but according to the terms of the concluded contracts, under which no repayment plan has been agreed, the amounts can be settled ahead of schedule. Therefore, the management of the company treats the receivables under the loan agreements as current. The short-term commercial loans provided to related enterprises and commercial counterparties are for the purpose of supporting and financing the activities of these enterprises for general business and strategic purposes. The Company's management believes that the value at which trade and other current receivables are presented in the statement of financial position corresponds to their fair value as of December 31, 2023. 9. Cash and cash equivalents December 31, 2023 BGN’000 December 31, 2022 BGN’000 Cash in BGN 379 480 Cash in foreign currency 429 161 Total 808 641 Of the funds presented, BGN 21 thousand (December 31, 2022 – BGN 14 thousand) are available in cash, and the remaining BGN 787 thousand (December 31, 2022 – BGN 627 thousand) are available in the Company’s accounts. The Company's cash and cash equivalents are held in bank accounts with stable long-term ratings. The management has assessed the expected credit losses on cash and cash equivalents. The estimated value is below 0.2% of the gross value of the cash and cash equivalents deposited in financial institutions, and therefore, it has been determined as immaterial and not recognized in the financial statements of the Company as of December 31, 2023. 10. Share capital The contributed fully paid-up share capital is presented at its nominal value and corresponds to its current legal registration. It consists of 6,800,000 non-cash, registered shares, each with a nominal value of BGN 1. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 28 10. Share capital (continued) At the end of the presented reporting periods, the shareholders in the Company are: as of December 31, 2023 Name Number of shares: % of capital EMRA EOOD 2 955 500 43.46 % Equity Investment EOOD 1 695 639 24.94 % Svetlomir Iliev Todorov 697 355 10.26 % Other individuals with less than 5 % 1 451 506 21.34 % Total 6 800 000 100.00% As of December 31, 2022 Name Number of shares: % of capital EMRA EOOD 2 795 500 41.11 % KOMERS EOOD 1 855 639 27.29 % Svetlomir Iliev Todorov 697 355 10.26 % Other individuals with less than 5 % 1 451 506 21.34 % Total 6 800 000 100.00% On August 24, 2023, the transformation of the shareholder Komers EOOD, through separation, was entered in the Commercial Register at the Registration Agency. During the separation, a new sole trading company with limited liability was established - "Equity Investment" EOOD, which is the owner of the right of ownership of the shares from the capital of "Agria Group Holding" JSC, which until the registration of the conversion were in the patrimony of "Komerse". Ltd. As of December 31, 2023, "Equity Investment" EOOD owns 1 695 639 shares of the capital of "Agria Group Holding", constituting 24.94% of the capital of the public company. On September 27, 2022, the Company acquired 50,000 of its own shares, at a price of BGN 27.80 per share (for a total of BGN 1,390 thousand), representing 0.73% of the registered capital. The purpose of the buyback is to increase the liquidity of the Company's shares. 11. Reserves The reserves presented in the statement of financial position combined with legal reserves, premium reserve and reserves from subsequent valuations of agricultural land. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 29 12. Non-current bank loans December 31, 2023 December 31, 2022 Currency Contracted amount Maturity Non- current portion Current portion Total Non- current Current Total BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 Investment loans EUR 15 000 06.02.2030 24 401 2 471 26 872 - - - EUR 8 200 30.09.2028 6 260 1 795 8 055 8 038 1 789 9 827 BGN 6 000 30.08.2027 1 777 667 2 444 2 444 667 3 111 BGN 6 000 02.12.2026 2 588 1 363 3 951 3 938 1 360 5 298 BGN 3 912 12.09.2026 711 428 1 139 1 138 428 1 566 BGN 5 867 20.02.2025 222 665 887 886 665 1 551 BGN 5 867 20.03.2024 - 326 326 326 653 979 EUR 2 000 30.01.2024 - 46 46 46 559 605 EUR 2 000 29.02.2024 - 93 93 93 559 652 Total 35 959 7 854 43 813 16 909 6 680 23 589 Interest on investment loans is payable monthly, with agreed interest rates in the range of one-month and three- month EURIBOR, plus increments of between 1.3 and 3.6 percentage points. The obligations under the above-stated loans are secured by a pledge of current and future receivables of the company and related parties, as well as established contractual mortgages on real estate owned by the Company and with those owned by related parties. The contracts for investment loans also contain clauses for maintaining certain financial ratios, the implementation of which the management of the Company currently controls and communicates with the creditor banks. The reconciliation of liabilities arising from financial activities (current and non-current) is: BGN’000 Type of loan As of 01.01.23 Cashflow, net interest Non-cash movements As of 31.12.23 Bank loans 45 137 36 996 (3 322) - 78 811 Trade loans (incl. related parties) 4 638 9 753 - 14 391 Lease contracts 635 (234) (16) - 385 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 30 13. Deferred tax assets/ (liabilities), net December 31, 2023 BGN’000 December 31, 2022 BGN’000 Tax effect of unutilized paid leaves 4 1 Tax effect of unpaid income to individuals 6 4 Total, tax assets 10 5 Tax effect of revaluation reserve of non-depreciable assets (511) (511) Total, tax liabilities (511) (511) Total (501) (506) 14. Lease obligations Obligations under operating lease agreements The lease obligations presented in the Statement of Financial Position include the Company's liabilities under lease contracts for offices and means of transport, which are recognized in accordance with the requirements of IFRS 16 Leasing (see also note 3.8 and note 4). As of December 31, 2023, the operating lease liabilities are in the amount of BGN 243 thousand. The short-term part of them, payable in the next 12 months, is in the amount of BGN 98 thousand. Finance lease obligations. The Company has entered into finance lease agreements for the acquisition of cars. The obligations are paid in monthly installments, with the last installments due in 2026. According to the terms of the contracts, the company owes interest on the outstanding principal under the lease contracts, at the rate of three-month EURIBOR plus an allowance of 1.55% p.a. As of December 31, 2023, financial lease liabilities amount to BGN 142 000. The short-term part of them, payable over the next 12 months, amounts to BGN 43 000. 15. Short-term bank loans Currency Contracted loan amount Maturity December 31, 2023 December 31, 2022 BGN’000 BGN’000 BGN’000 Revolving working capital credit facility EUR 22,000 30.11.2024 30 569 18 604 BGN 6,000 30.06.2024 4 429 2 944 Total 34 998 21 548 Interest on revolving loans is payable monthly, with agreed interest rates in the range of one-month EURIBOR plus increments of between 1.30 and 1.80 percentage points. The obligations under the above loans are secured by established contractual mortgages on real estate owned by the company, as well as those owned by related parties, a pledge of current and future receivables of the company and of related parties from State Fund “ Agriculture" (DFZ) and a pledge of property, machinery and equipment owned by related parties. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 31 16. Short-term trade loans The Company has received loans from other commercial companies, the liability under which as of December 31, 2023, is in the amount of BGN 14 391 thousand (December 31, 2022 – BGN 4 638 thousand). The interest on the loans is between 5.00% and 6.00% annual interest and the outstanding part of them is included in the value of the obligation mentioned above. Loans are unsecured. 17. Trade and other liabilities December 31, 2023 BGN’000 December 31, 2022 BGN’000 Liabilities to personnel 66 44 Liabilities on contracts for management and control 43 23 Payables to suppliers 26 49 Tax liabilities 18 27 Social security liabilities 17 12 Other 22 20 Total 192 175 18. Income from sales Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Income from rents 448 456 Income from sales of services 113 81 Total 561 537 19. Other income Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Profit from sales of property, plant and equipment, incl.: 5 - Net income 5 - Carrying amount - - Income from compensations 3 19 Total 8 19 20. Personnel expenses Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Salaries and wages 1 764 1 050 Social securities 59 49 Unutuzlied paid leaves accruals 26 5 Total 1 849 1 104 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 32 21. Hired services Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Consulting services, audit 296 364 Notarial, legal and administrative services 187 30 Subscriptions 176 174 Insurances 43 39 Annual fees and membership fees 20 8 Communication services 11 25 Rents 11 8 Municipality taxes 10 12 Courier services 6 7 Other 35 27 Total 795 694 The expenses accrued in 2023 for the audit of the individual financial statement are respectively in the amount of BGN 7 thousand (2022 - BGN 6 thousand), represent the services provided by the auditor only for an independent financial audit. No tax consulting or other non-audit services were provided during the year. 22. Materials expenses Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Fuel and materials, related to transport vehicles 42 68 Electricity and water 33 60 Office materials and consumables 22 18 Inventory 4 1 Other 2 6 Total 103 153 23. Other expenses Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Business trip expenses 119 162 Advertising expenses 67 267 Donations 23 13 Taxes 7 27 Loss from sales of property, plant and equipment, incl. - 18 Net income - 31 Carrying amount - (49) Other - 6 Total 216 493 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 33 24. Financial income Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Income from dividends 14 888 45 308 Income from interests 1 338 548 Income from foreign exchange differences 1 - Total 16 227 45 856 25. Financial expenses Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Loan interest expenses 3 950 1 185 Bank taxes and commissions 646 208 Lease interest expenses 10 5 Exchange rate differences 5 2 Total 4 611 1 400 26. Income tax benefit/ (expenses) The reconciliation of income tax expenses/(benefits) is presented in the following table: Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Accounting profit 8 834 42 177 Applicable tax rate 10% 10% Income tax at applicable tax rate 883 4 218 Net tax effect of permanent tax differences (1 472) (4 518) Net tax effect of temporary tax differences 3 2 Tax effect of unrecognized deferred tax assets, incurred during period 581 294 Income tax (benefit)/expenses (5) (4) The components of expenses / (income) for income taxes are the following: Year ended 31.12.2023 BGN’000 Year ended 31.12.2022 BGN’000 Current tax expenses - - Tax effect from temporary tax differences (5) (4) Income tax expenses/(benefit) (5) (4) In 2023, the Company realized a tax loss in the amount of BGN 5 819 thousand (2022 – BGN 2 936 thousand). The management has decided not to recognize a deferred tax asset in the amount of BGN 581 thousand. (2022 - BGN 294 thousand). AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 34 27. Earnings per share and dividends The earning per share is calculated using the net profit attributable to the shareholders of the Company. December 31, 2023 BGN’000 December 31, 2022 BGN’000 Profit, subject to distribution (BGN) 8 839 343 42 181 441 Weighted-average number of shares 6 800 800 6 800 000 Earnings per share (BGN per share) 1.300 6.203 By decision of the General Meeting in 2023, the Company distributed dividends amounting to BGN 6 800 thousand. 28. Financial instruments The carrying amounts of assets and liabilities as of December 31, 2023 and 2022 by categories defined in accordance with IFRS 9 Financial Instruments are presented in the tables below as follows: Financial assets December 31, 2023 BGN’000 December 31, 2022 BGN’000 Trade loans, inc. interest 32 551 15 990 Trade and other receivables 221 223 Cash and cash equivalents 808 641 Total 33 580 16 854 Financial liabilities December 31, 2023 BGN’000 December 31, 2022 BGN’000 Interest bearing loans, incl.interest 93 202 49 775 Lease obligations 385 635 Trade and other liabilities 26 49 Total 93 613 50 459 Liquidity risk The following table presents the agreed maturities of the financial liabilities based on the earliest date on which the company may be obligated to repay them. The table shows the undiscounted cash flows, including principal and interest: December 31, 2023 BGN’000 Up to one year Between two and five years Over five years Total Liabilities on interest-bearing loans, incl. interest 57 242 20 137 15 823 93 202 Liabilities under leasing contracts 141 244 - 385 Trade and other liabilities 26 - - 26 57 409 20 381 15 823 93 613 AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 35 28. Financial instruments (continued) December 31, 2022 BGN’000 Up to one year Between two and five years Over five years Total Liabilities on interest-bearing loans, incl. interest 32 866 15 983 926 49 775 Liabilities under leasing contracts 283 352 - 635 Trade and other liabilities 49 - - 49 33 198 16 335 926 50 459 Currency risk The Company carries out transactions in a currency other than its functional currency, which is why it is exposed to risk related to possible changes in exchange rates. Such risk arises mainly from the change in the exchange rate of the US dollar, as the Company makes purchases denominated in US dollars. Transactions carried out in EUR do not expose the company to currency risk, since January 1, 1999, BGN has been pegged to this currency. The analysis of the sensitivity of the currency risk shows that the financial results of the company would not change significantly because of changes in the exchange rate, since the company does not have significant risky currency exposures. Interest rate risk The Company is exposed to interest rate risk, as part of the loans received are with a variable interest rate, agreed as the EURIBOR base rate increased by a certain premium. In 2023 and 2022, loans with variable interest rates are in EUR and BGN. The amount of the interest rates is specified in the relevant annexes. Instruments with fixed interest rate December 31, 2023 BGN’000 December 31, 2022 BGN’000 Financial assets 29 982 14 284 Financial liabilities 13 659 4 109 Instruments with variable interest rate Financial assets - - Financial liabilities 78 838 45 137 Credit risk More than 99% of interest loans and sales receivables are from subsidiaries and other related enterprises that the Company controls and therefore considers that the credit risk is not high. Capital management The Company manages its capital to ensure its functioning as a going concern, while at the same time seeking to maximize shareholder returns through optimization of the debt-to-equity ratio (return on invested capital). The purpose of the Management is to maintain the confidence of investors, creditors and the market and to guarantee the future development of the company. The Company's management monitors the capital structure based on the ratio of net debt to equity. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 36 28. Financial instruments (continued) Net debt includes both non-current and current interest-bearing loans and non-current and current finance lease obligations, less cash. The basic capital, the reserves and the accumulated profit form the Company's equity capital. 31.12.2023 BGN’000 31.12.2022 BGN’000 Debt 93 613 50 410 Cash and cash equivalents 808 641 Net debt 92 805 49 769 Equity 100 489 98 399 Debt to equity ratio 0.92 0.51 The management of the Company determines the amount of necessary capital in proportion to the level of risk that characterizes individual activities (projects, business segments). The maintenance and adjustment of the capital structure is carried out in close connection with changes in economic conditions, as well as depending on the level of risk inherent in the relevant assets (projects) in which investments are made. The main tools that are used to manage the capital structure are: the sale of assets, to reduce the level of indebtedness, etc. All decisions on changes in this direction are made considering the balance between the price and the risks inherent in the various sources of financing. 29. Disclosure of related party transactions During the year the following significant transactions were made with related parties, key management personnel, shareholders, enterprises under general control: 29.1. Key management personnel Key management personnel of the Company include the Executive Director and the members of the Board of Directors. The key management personnel remuneration includes the following: 2023 2022 BGN’000 BGN’000 Current Salaries 1 438 812 Social security 10 9 Total 1 448 821 The Company made transactions with its shareholders and with other businesses treated as related parties. 29.2. Transactions with shareholders The group of shareholders includes individuals and legal entities owning more than 5% of the Company's capital and they are as follows: Equity Investment EOOD, EMRA EOOD and Svetlomir Iliev Todorov. The transactions carried out during the year and outstanding settlements as of December 31, 2023 are as follows: AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 37 29. Disclosure of related party transactions (continued) 29.2. Transactions with shareholders (continued) outstanding Name Type of transaction Turnover Receivables Payables BGN’000 BGN’000 Equity Investment EOOD Trade transactions – sales 1 - - Total: x - - 29.3. Transactions with companies under mutual control Name Type of transaction Turnover Receivables payables BGN’000 BGN’000 Kristera AD Trade transaction-sales 103 - - Loans received 3 360 - 3 478 Interest on loans received 209 - 514 Total: х - 3 992 Kristera Agro EOOD Trade transaction-sales 53 2 - Loans granted 7 397 7 025 - Interest on loans granted 86 163 - Dividends received - 821 - Total: х 8 011 - Korn Trade EOOD Trade transaction-sales 34 - - Total: х - - Agro EOOD Trade transaction-sales 33 7 - Loans granted 670 528 - Interest on loans granted 10 9 - Total: х 544 - Aris Agro EOOD Trade transaction-sales 37 2 - Loans granted 113 38 - Interest on loans granted 3 3 - Dividends received 400 - - Total: х 43 - Elit 86 EOOD Trade transaction-sales 24 2 - Loans granted 145 19 - Interest on loans granted 3 3 - Total: х 24 - Grouver EOOD Trade transaction-sales 24 2 - Loans granted 147 - - Interest on loans granted 4 1 - Total: х 3 - Toni M EOOD Trade transaction-sales 44 2 - Loans received 535 - - Interest on loans received 81 - - Loans granted 503 360 - Interest on loans granted 7 6 - Total: х 368 - AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 38 29.3. Transactions with companies under mutual control (continued) Name Type of transaction Turnover Receivables payables BGN’000 BGN’000 Bora Invest EOOD Trade transaction-purchases 15 - - Loans granted 694 2 542 - Interest on loans granted 110 526 - Total: х 3 068 - Bora Energy EOOD Loans granted 3 184 12 336 - Interest on loans granted 587 1 576 - Total: х 13 912 - Terra Proekt EOOD Trade transaction-purchases 15 - 5 Trade transaction-sales 8 - - Operating lease obligations 17 - 64 Total: х - 69 Diasvet EOOD Trade transaction-sales 20 - - Loans granted 187 13 - Interest on loans granted 4 4 - Dividends received 631 - - Total: х 17 - BD Pharm EOOD Loans granted 200 82 - Interest on loans granted 6 5 - Dividends received 2 541 - - Total: х 87 - BD Agri EOOD Trade transaction-sales 16 2 - Loans granted 1 001 805 - Interest on loans granted 30 47 - Total: х 854 - Agra EAD Loans granted 433 433 - Interest on loans granted 6 5 - Total: х 438 - Silk Gas BG EOOD Loans granted 4 634 4 632 - Interest on loans granted 178 178 - Total: х 4 810 - Kehlibar EOOD Dividends received 11 400 - - Total: х - - Agro Oil Consult OOD Dividends received 80 - - Total: х - - Korn Star OOD Loans granted 1 065 868 - Interest on loans granted 35 30 - Total: х 898 - Almagest EOD Loans received 10 181 - 10 181 Interest on loans received 217 217 Total: х - 10 398 TOTAL: х 33 077 14 459 There are no unusual conditions or deviations from the market prices for the transactions with related parties carried out during the year. AGRIA GROUP HOLDING JSC. NOTES TO THE SEPARATE FINANCIAL STATEMENTS as of December 31, 2023 Separate financial statements as of December 31, 2023 39 30. Events after the reporting period On January 31, 2024, Agria Group Holding AD entered into a contract for the acquisition, in accordance with the procedure provided for in the legislation (through a contract for the transfer of company shares with notarized signatures and contents according to Art. 129 of the Commercial Law) of the ownership right of 100% of the shares of the capital of a commercial company Komers EOOD, developing activity in the field of agri-business, through the production and trade of grain and oil crops in the region of North-Eastern Bulgaria, coinciding with the scope of the territory in which the companies of the holding develop commercial activity. The expected positive effects of the acquisition of shares from the capital of Komers EOOD are in the direction of strengthening the market presence of Agria Group Holding AD regarding the main areas of the Holding’s activity, namely: the company's commercial and export activities, by securing raw materials in the form of grains crops for domestic and foreign trade. The expansion of the cereal trading activity favors the procurement of the main raw material for the processing direction in the holding's activity (processing of oilseeds and other cereals) for the production of crude and refined sunflower oil and ethanol. The transaction supports the implementation of part of the investment program of the holding in the direction of increasing the owned and leased agricultural land in the lands where the subsidiary agro-companies of the holding cultivate agricultural land properties, in accordance with the long-term development strategy. The unification of the potential of Agria Group Holding AD and Komers EOOD would represent a sustainable foundation for the future successful development of the lines of activity developed by the company, would lead to long-term security and sustainability of the holding's business model, to better rhythmicity of cash flows and adding value at the group level. The transfer of ownership of the shares of the capital of Commerce EOOD was entered in the Commercial Register at the Registration Agency on February 23, 2024. The shares are transferred to Agria Group Holding AD without any obligations, encumbrances, rights, and claims of third parties. together with all rights arising out of or connected therewith. 31. Other disclosures In late February 2022, an armed conflict between Russia and Ukraine began in Europe. As a result, normal trade relations with the two countries involved have been severely disrupted, and many countries in Europe, as well as the US, have imposed a number of economic sanctions on Russia. All these events and measures could lead to changes in the prices of energy and many other goods and services, and could negatively affect the global and European economies in the coming years, as well as negatively affect the Company's operations and lead to changes in its investment plans. AGRIA GROUP HOLDING JSC ANNUAL INDIVIDUAL ACTIVITY REPORT 2023 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 41 ANNUAL REPORT ON THE OPERATIONS OF AGRIA GROUP HOLDING AD, VARNA FOR THE 2023 FINANCIAL YEAR The present report has been drawn up in accordance with the provisions of Article 39 of the Accountancy Act, Article 100n (7) and (8) of the Public Offering of Securities Act (POSA) and Appendix No. 2 to Article 10, item 1 of Ordinance No. 2 of FSC on the Prospectuses for Public Offering and Admission of Securities to Trading on a Regulated Market. The report provides comments and analysis of the financial statements and other material information concerning the financial position and results of the operations of the Company and present fairly the position and the perspectives for development of the Company. The management of the Company, represented by the members of the Board of Directors of Agria Group Holding AD, believe that the circumstances that occurred during the past year of 2023 may be important for investors in deciding whether to invest in the securities of the Company. All circumstances that occurred have been disclosed in the terms and manners provided for in POSA to the investors, the regulated securities market and Financial Supervision Commission, and are available on the Company's website - www.agriabg.com ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 42 1. GENERAL INFORMATION ABOUT AGRIA GROUP HOLDING JSC COUNTRY OF ESTABLISHMENT: Republic of Bulgaria REGISTERED OFFICE AND BUSINESS ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor. MAILING ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor. TELEPHONE: 052/ 554000 FAX: 052/ 511602 INTERNET ADDRESS: www.agriabg.com E-MAIL ADDRESS: office@agriabg.com , t.ivanova@agriabg.com LEGISLATION: The Company operates in compliance with the existing Bulgarian legislation. UNIFIED IDENTIFICATION CODE: 148135254 AGRIA GROUP HOLDING AD was established by transformation through change of the legal form under the terms and conditions of Article 264 and the following of the Commerce Act from limited liability company AGRIA GROUP HOLDING into joint-stock company with the same company name. The joint-stock company is registered and entered into the Company Register with Decision from 28 August 2007 under company case No.3875/2007 under the docket of Varna District Court. The same Decision also enters the winding up of the transformed limited liability company and the name of the newly registered joint-stock company is AGRIA GROUP HOLDING. The Company was re-registered by entry into the Commercial Register maintained by the Registry Agency under the terms and conditions stipulated in the Commercial Register Act. There have been no other changes in the legal and organisational form of the Company other than the transformation specified above. The life of the Company is not limited in time and there are no other conditions for its termination. The company has not been wound-up, it has not gone into liquidation, and has not been deleted from the Commercial Register. In December 2007 the Company increased its capital in an initial public offering through the successful issue of 1,700,000 shares with par value of BGN 1 each and issue value of BGN 9.04 each. As at 31.12.2023 the registered capital of the Company was BGN 6,800,000 (six million and eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one lev) each. The subscribed capital of the Company has been fully paid in and has been entered into the Commercial Register of the Registry Agency under the batch file of the Company. Trading in shares issued by the Company is carried out on a regulated securities market, in keeping with the requirements of the Public Offering of Securities Act, the Rules of BSE-Sofia AD and the other applicable legislation. In its capacity of joint-stock company, which has issued shares in the initial share offering, which securities are allowed to be traded on the Regulated market, Agria Group Holding AD has fulfilled its obligation for entry in the Commercial Register under the order of the Commercial Register Act of the fact that the Company is public. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 43 Agria Group Holding AD holds 50 000 (fifty thousand) own shares, representing 0.74 % of its capital. During the past 2023, no own shares were aquired. Management body The Company has a single-tier management system - Board of Directors . 2. REVIEW OF THE OPERATIONS AND POSITION OF THE COMPANY As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The main objective of the Company is to participate in any form in other commercial companies or in their management. The business policy of the Company, including investments, should be considered mainly in terms of the operations of its subsidiaries, because Agria Group Holding AD functions as a legal entity-holding company, carrying out investment activities as managing the stakes it holds in its subsidiaries. The shares of the Company are listed on the Main Market of the Bulgarian Stock Excnage AD, Premium Shares Segment, assigned stock code AGH, ISIN code BG1100085072 Shareholding structure of Agria Group Holding AD as at 31 December 2023 Name/Shareholder’s name Number of shares/votes in GM Percent of capital Emra EOOD, Varna 2 955 500 43.46 % of capital Komers EOOD, Targovishte 1 695 639 24.94 % of capital Svetlomir Iliev Todorov 697 355 10.26 % of capital Other legal entities and natural persons 1 451 506 21.34 % of capital Agria Group Holding AD Board of Directors Други Investor Relations Director Кристера АД Financial Director Агрия Груп Холдниг АД Executive Director ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 44 Structure of AGRIA GROUP HOLDING AD Agria Group Holding AD is part of the following economic group Agria Group Holding AD holds shares in the capital of the following commercial companies: • Kristera AD, Popovo – 59,554 ordinary registered shares with a par value of BGN 100 each, representing 99.26% of the capital in the company; • Korn Trade EOOD, Varna – 68,000 shares of BGN 100 each, representing 100% of the capital in the company; • Agro EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company; • Kristera-Agro EOOD, Devnya – 76,000 shares of BGN 100 each, representing 100% of the capital in the company; EMRA EOOD Agria Group Holding AD OTHERS EQUITY INVESTMENT EOOD Kristera AD Korn Trade EOOD Agro EOOD Kristera Agro EOOD AG property Invest EOOD Bora Invest EOOD Bora Energy EOOD Aris Agro EOOD Toni-M EOOD Gruvar EOOD Elit-86 EOOD Diasvet EOOD Terra Protect EOOD BD Agri EOOD BD Farm EOOD Agra EAD Kehlibar EOOD Silk Gas BG EOOD Agro Oil Konsult OOD Korn star OOD Agrivia Oil EOOD Almagest EOOD ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 45 • AG Property Invest EOOD, Sofia – 122,050 shares of BGN 100 each, representing 100% of the capital in the company; • Bora Invest EOOD, Varna – 11,000 shares of BGN 100 each, representing 100% of the capital in the company; • Bora Energy EOOD, Varna – 622,000 shares of BGN 10 each, representing 100% of the capital in the company; • Aris Agro EOOD, Varna – 500 shares of BGN 10 each, representing 100% of the capital in the company; • Toni-M EOOD, General Toshevo – 500 shares of BGN 10 each, representing 100% of the capital in the company. • Elit-86 EOOD, Varna - 500 shares of BGN 10 each, representing 100% of the capital in the company. • Gruvar EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company. • BD Agri EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the company. • BD Farm EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the company. • Diasvet EOOD, village of Pisanets, Russe region - 100 shares of BGN 50 each, representing 100% of the capital in the company. • Terra Protect EOOD, Sofia – 90,000 shares of BGN 10 each, representing 100% of the capital in the company. • Agra EAD, Varna – 119 545 ordinary registered shares with a par value of BGN 100 each, representing 100% of the capital in the company. • Kehlibar EOOD, Lyaskovets – 7,600 shares of BGN 1,000 each, representing 100% of the capital of the company. • Silk Gas BG OOD – 500 shares of BGN 10 each, representing 55% of the capital of the company. • Agro Oil Konsult OOD - 50,500 shares of BGN 10 each, representing 50% of the capital of the company • Korn Star OOD - 52,200 shares of BGN 10 each, representing 40% of the capital of the company • AgriVia Oil EOOD – 4,000,005 shares of BGN 1 each • Almagest’ EAD – 441 866 ordinary registered shares with a par value of BGN 80 each, representing 100% of the Company's capital. On 5th October 2023, in the Commercial Register and Register of Non- Profit Legal Entities at the Registry Agency, the conversion of the company from single-member joint- stock company to a single-member limited liability company in "ALMAGEST" EOOD with UIC 207546986 was entered. Type of Operations of Agria Group Holding AD Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business: ● Agribusiness in North-Eastern Bulgaria ● Processing industry (storage and processing of grain and oil-bearing cultures) centred in the towns of Lyaskovets and Ihtiman. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 46 ● Trade/export operations - Main administrative and logistic centers – the towns of Sofia, Popovo, Devnya, Varna, Dobrich and Ihtiman. Besides these main activities, the holding also performs other auxiliary activities - trade in farming fertilisers, plant protection chemicals, fuels and lubricants, sowing seeds by world-renowned companies such as Korteva, Baier, Syngenta, Lima Grain, BASF, etc. The activity of part of the subsidiaries of Agria Group Holding AD is in the field of agribusiness. The Company’s agribusiness activities include: - Cultivation of agricultural land, production of grain and oil-bearing crops; - Services related to various agronomic techniques. Another type of business the holding is engaged in is processing industry and trade in grain and grain derivatives, including export operations . The total capacity of the storage facilities of Agria Group Holding JSC amounts to approx. 380,000 tonnes. The storage bases of the holding are concentrated in five main logistic centers located in the towns of Popovo, Devnya, Lyaskovets, Dobrich and Ihtiman. There also are auxiliary warehouse capacities in the main agribusiness centers of the Company in town of Belogradets, town of Provadia, Gradinarovo village, Yankovo village, town of Targovishte, town of Popovo, Osenets village, Pisanets village, Vedrina village, town of Kardam and Rositsa village. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 47 MAIN LOGISTIC CENTERS Approx 750,000 – 800,000 tonnes of grain and oil-bearing crops are yearly stored and traded in the holding’s grain facilities. The Company has built a mature and effective market structure to procure the incoming raw materials (grain crops), a flexible logistic structure and good positioning of the main locations where grain is stored (grain facilities) near cargo terminals (Port of Varna, Port of Bourgas, Port of Constanta). The closed production cycle, which minimizes the effect of outside factors with regard to purchasing prices and the quality of the main raw materials, and the large quantity of cultivated farmland, including land owned or rented by companies from the Devnya • Constructed in 2007 • Equipped with modern laboratory • Property of Krustera-Agro EOOD • Storage capacity of 65000 mt • Key location to Port Varna Lyaskovets • Sunflower seed processing plant • Property of Kehlibar EOOD • Storage capacity of 20000 mt • Annual production capacity of 50000 mt • Production of crude and refined sunflower oils, sunflower husk, pellets and meal Popovo • The biggest logistic center • Property of Kristera AD • Storage capacity of 170000 mt • Laboratory analysis • Over 70 trucks fleet Ihtiman • Corn processing plant • Property of Almagest EOOD • Storage capacity 40 000 mt • Annual production capacity of 35 000 000 l ethanol and 25 000 mt DDGS Dobrich • The newest logistic center • Property of Silk Gas BG EOOD • Storage capacity of 70000 mt • Key location to Port Varna • ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 48 holding structure engaging in agribusiness, help to largely secure the foreign trade operations of the company as well. The main clients for the export transactions of the of the Group’s companies are global leaders in grain trade, including Cofco International Romania S.R.L., Cofco International Bulgaria EOOD, ADM Bulgaria Trading EOOD, ADM Razgrad EAD, Viterra Romania, Cargill Bulgaria, Lecureur France, The Andersons INC USA, CHS Bulgaria EOOD, etc. 3. INFORMATION ABOUT IMPLEMENTED INVESTMENTS PER TYPE OF OPERATION OF AGRIA GROUP HOLDING AD IN 2023 Agribusiness During the financial 2023 the subsidiaries continued acquisition of agricultural land in the regions of Veliki Preslav, Razgrad, Targovishte, Ruse, Provadia and Popovo through purchase agreements at a total value of EUR 2,300,000. The lands purchased are about 1630 hectares. The investments implemented in augmentation of capacity, reconstruction and modernization of existing storage facilities in the different agricultural bases of the company amount to a total value of EUR 570,000 for the financial 2023. As at the end of 2023, the investments made in agricultural machinery are in the amount of EUR 3,750,000. Trade/export The investments implemented in the field of transportation, specifically in expanding the fleet of the company and improving the logistic structure amount to EUR 1,660,000. During 2023, the investments implemented in the construction of a new logistic center in the region of North- Eastern Bulgaria with a storage capacity of 94,000 m3 amounts to EUR 5,440, 000. By the end of 2023, the investments implemented in the acquisition of assets and shareholdings in legal entities developing activities in the field of agricultural production and processing of grain crops amount to EUR 24,490,000. Processing industry As at the end of 2023, the investments made in the construction of the oilseed processing plant with service storage silos and oil storage tanks, located on the territory of Kristera AD warehouse, town of Popovo amount to approximately EUR 1,960,000. For the financial year 2023, AGRIA GROUP HOLDING А D has direct investments in the process of execution as follows: Agria Group Holding AD has acquired in the procedure provided by the legislation the ownership of 100% (one hundred percent) of the capital of the commercial company "Almagest" AD, entered in the Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 49 4. INVESTMENT PROGRAM FOR 2024 Sources of Financing - The Company plans to finance about 30% of the investment program of Agria Group Holding for 2024 with its own funds. - The remaining part of the investments will be financed with longterm debt financial instruments. - In view of the specialisation of the Company mainly in agribusiness sector, one source of grants is the European Union in the form of grant schemes for supporting the agricultural producers under the Operational programme Good Governance /OPGG/, Eco-schemes and Payments under Natura 2000 for agricultural land. Investments per types of operations of Agria Group Holding AD Agribusiness  Purchase of farmland in the areas where farming subsidiaries of the holding cultivate farmland. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the effect of the land purchasing agreements meets the expectations of the Company referring to fulfilment of the Investment Program for acquisition of agricultural lands. The lands purchased are located in regions where the companies are already cultivating agricultural lands which will lead to the consolidation of the total lands cultivated by the companies of the Group. For 2024 the Holding plans investments amounting to EUR 4,000,000.  Augmentation of capacity, reconstruction and modernization of existing storage facilities in the different agricultural bases of the company. For 2024 the Holding plans investment amounting to EUR 350,000.  Investments in agricultural machinery. For 2024 the company plans investments amounting to EUR 1,350,000. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 50 Trade/export operations  The Company does not plan investments in transport for 2024.  In view of increasing the market presence in North- Eastern Bulgaria as well as strengtening the trading and exporting of the company, for 2024 the holding plans investments for the completion of a new logistic center in the area, which would have a storage capacity of 94 000m3. The investment amounts approx. to EUR 12,900,000, of which EUR 1,600,000 are planned to be invested in 2024.  Investments in acquisition of assets and shares in legal entities, operating in the field of agricultural production and grain processing of grain. The planned investments for 2024 in the indicated directions from the companies of the holding structure amounts to about EUR 4,000,000. Manufacturing industry  Investment in an oilseed processing plant with service storage silos and oil storage tanks, located on the territory of Kristera AD warehouse, town of Popovo. The planned implementation of the investment project is within 2023-2027. According to preliminary data, its total cost amounts to about EUR 55 million, and for 2024 it is planned to spend funds for the investment in the amount of about EUR 23 000 thousand.  Investment in a steam boiler for production of steam and electricity on the territory of the production base of Almagest EOOD. The investment will be implemented using waste-free green technologies that are favourable to the climate and environmental protection through the use of straw as a main raw material of plant origin for the production of steam and electricity. The investment is planned to take place by the end of 2024, and the total amount is about EUR 5,600 thousand. The economic policy and business goals of the Company, incl. investments are oriented towards sustainable development and strategic investment planning, operational efficiency and corporate social responsibility, contributing to the stable and sustainable development of the Company and the holding group in economic, social and environmental aspects. The company uses the potential of various mechanisms that creates prerequisites for sustainable development of the holding group companies through diversification of the risk of ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 51 adverse climate change and realization of savings of scale in the direction of agricultural production, on one side and through efficiency and value of new business on the other. Taking into account the parameters of the investment program of the companies in the holding structure as well as the conducted analyses and researches, we believe that the impact of the planned investment would cover the Company’s expectations for optimization of the segment of own grain production, strengthening the export orientation of the holding and adding value to the company through new types of operations for the companies in the holding structure. The parameters of the investment program of the companies in the holding structure have been developped in a situation of a stable market and in managing specific risks for the normal business environment and for the holding group. In compliance with the recommendations of the European Securities and Markets Authority on the impact on financial market and considering the military conflict between Russia and Ukraine, and in compliance with the requirements of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, the Company undertakes to promptly disclose information on the actual or potential impact of the military conflict on its business, financial and economic position and on its planned investment intentions, as it include a quantitative and qualitative assessment of this impact in its financial reporting information as well as in the form of incidental information. 10% 3% 5% 10% 72% Planned investments for 2024 Agricultural land Agricultural machinery, transport and logistics Складови бази Acquisitions Manufacturing industry Agricultural land 4 000 Agricultural machinery, transport and logistics 1 350 Warehouse facilities 1 950 Aquisitions 4 000 Manifacturing industry 28 600 Total planned investments for 2024 (in BGN thousand) 39 900 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 52 As a consequence of the military conflict between Russia and Ukraine since the end of February of the previous year, normal trade relations with the two countries involved have been disrupted. The European Union and many countries around the world have imposed a number of economic sanctions on Russia. The restrictive economic and financial measures taken could lead to changes in the prices of energy sources and other goods and services that are important for the development of the Bulgarian economy. The corporate management analyses and monitors all developments in order to determine protective and stabilisation measures. With their implementation, it is expected that the negative consequences of the military conflict will be mitigated to the extent that they do not have a material adverse impact on the future viability and the Company's ability to continue as a going concern. 5. FINANCIAL INDICATORS AND FINANCIAL POSITION OF THE COMPANY OPERATING RESULTS A. Analysis of the Balance Sheet FINANCIAL STANDING REPORT OF AGRIA GROUP HOLDING AD (BGN in thousands) ASSETS 31.12.2023 31.12.2022 Non-current assets Lands and buildings 6,687 6,687 Vehicles and others 998 1,142 Costs for acquisition of longterm assets 0 235 Right-of-use assets 230 438 Intangible assets 82 97 Investments in subsidiaries and associates 152,338 104,413 Deferred tax assets 0 0 Total non-current assets 160,335 113,012 Current assets Receivables from related enterprises 33,077 35,348 Trade receivables 516 402 Reimbursable tax 33 87 Advances to suppliers 0 0 Cash and cash equivalents 808 641 Total current assets 34,434 36,478 Total assets 194,769 149,490 LIABILITIES Equity Share capital 5,410 5,410 Reserves 18,949 18,949 Financial result from preceding periods 67,291 31,859 Financial result for the period 8,839 42,181 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 53 Total equity 100,489 98,399 Liabilities Non-current liabilities Payables under loans 35,959 16,909 Other non-current liabilities 745 858 Total non-current liabilities 36,704 17,767 Current liabilities Current liabilities to financial institutions 42,895 28,228 Current liabilities to related enterprises 14,459 4,678 Current liabilities to suppliers and clients 56 292 Liabilities to employees 109 67 Liabilities to insurance institutions 17 12 Tax liabilities 18 27 Other liabilities 22 20 Total current liabilities 57,576 33,324 Total liabilities 94,280 51,091 Total equity and liabilities 194,769 149,490 1. Analysis of Assets The non- current assets in the company’s balance sheet comprise mainly its stakes in subsidiaries. 2. Analysis of Liabilities Equity grew from BGN 98,399,000 as at 31.12.2022 to BGN 100,489,000 as at 31.12.2023 due to the financial result for the period. The company completed the reporting period with a net profit of BGN 8,839,000 compared to a profit of BGN 42,181,000 for the preceding period. B. Analysis of the Statement of Comprehensive Income INCOME STATEMENT FOR THE PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF AGRIA GROUP HOLDING AD (BGN IN THOUSANDS) 31.12.2023 31.12.2022 Sales 561 537 Other income 8 19 Total revenue from non-financing activities 569 556 Expenses by nature Materials (103) (153) External services (795) (694) Wages (1,785) (1,054) ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 54 Social and health insurance (64) (50) Depreciation costs (388) (391) Other expenses (216) (493) Total expenses by nature (3,351) (2,835) Interest expenses (3,960) (1,190) Expenses for fees and commissions (646) (208) Expenses for foreign exchange operations (5) (2) Dividend and interest income 16,226 45,856 Income for foreign exchange operations 1 0 Result for the period before tax 8,834 42,177 Tax (expenses)/income 5 4 Net result for the period 8,839 42,181 The income from the operations of the Company in 2023 amounts to BGN 561,000. The Company also registers interest income amounting to BGN 1,338,000 and dividend income in the amount of BGN 14,888,000. Because of the economic activity carried out and the reported income, Agria Group Holding AD closed its accounts as at 31.12.2023 with a positive net result of its operations to the amount of BGN 8,839,000. As at 31.12.2023, the equity of the Company on a non-consolidated basis stand at BGN 100,489,000, and it is the Company’s main source of internal liquidity. Of it, BGN 6,800,000 are subscribed and fully paid in share capital. The table below presents the internal sources of liquidity of the company in accordance with the non- consolidated financial statements. BGN in thousands - on a non-consolidated basis 31.12.2023 2022 2021 2020 Share capital, including 5,410 5,410 6,800 6,800 Subscribed capital 6,800 6,800 6,800 6,800 Own shares purchase -1,390 -1,390 0 0 Reserves 18,949 18,949 17,176 17,176 Financial result 76,130 74,040 34,329 33,243 Total equity 100,489 98,399 58,305 57,219 C. Liquidity The liquidity ratios are an indicator of the ability of the company to repay its debts in a timely manner. They are connected with the liquidity risk, which is the risk for the issuer not to have sufficient funds available to meet maturing payables to creditors. The Company manages its assets and liabilities in such a way as to guarantee that it will cover its daily payments regularly and without delay. Cash in hand and in bank deposits as at 31.12.2023 stand at BGN 808,000 and is 1.40% of short-term liabilities. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 55 The liquidity ratios of Agria Group Holding AD, calculated on the basis of its non-consolidated financial statements, are shown in the following table: Liquidity indicators 31.12.2023 31.12.2022 31.12.2021 Current ratio Current assets / current liabilities 0,60 1,09 0,80 Quick ratio (Cash + Cash equivalents + Receivables) / Current liabilities 0,60 1,09 0,80 Cash ratio (Cash + Cash equivalents) / Current liabilities 0,01 0,02 0,01 6. RISKS FACING THE COMPANY. GOALS AND POLICY OF THE COMPANY ON RISK MANAGEMENT The operation of each company is exposed to certain risks affecting its performance. The operation of Agria Group Holding AD is exposed to the risks listed below. The risk factors are listed consequentially in accordance with their significance to the operations of the issuer. Specific risks Market risks Market risk is related to the changes in market conditions. It includes income risks, profit risks, interest rate, liquidity and currency risks. Income risks The Company’s future sales are subject to normal market risks. The main future income depends on the possibility for AGRIA GROUP HOLDING AD to perform its market and investment strategy, as well as on the current market situation. To reduce those risks considerably, the Company relies on an increased intra-company capability of effective forecasting and planning, as well as on maintaining stable customer relations. Profit risks The market risk can also influence the Company’s expenses, particularly in cases when the rate of growth of expenses is faster than that of income. Interest rate risk The interest rate risk manifests itself in the possibility of a rise in the cost of financing the Company’s activities. Regarding fixed rate loans, in the case of a potential drop in market interest rates, the issuer may not succeed in obtaining resources at the available lower interest rates. If such circumstances arise, the Issuer would be operating under less advantageous conditions than its competitors. Such development would lead to higher interest payments by the Issuer in comparison to other companies which would finance their activities at the current market rates; consequently, this would lead to lower net profit. Regarding floating rate loans, in the case ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 56 of a potential drop in market interest levels, the interest rate payable by the Company on its loans will also drop. An interest rate risk for floating rate loans exists in the case of a rise in market levels, when the resources used by the Issuer will become more expensive. In order to minimise the interest rate risk, the Issuer diversifies the sources through which it ensures the financing of its activity. Liquidity risk Liquidity risk is a risk related to the ability for the Issuer to cover its trade payables to suppliers and creditors within the negotiated term and amount of payments. Agria Group Holding AD manages its assets and liabilities in such a way as to guarantee that it will cover its daily payments regularly and without delay. This risk component is minimised by accuracy and commitment in agreements with the trade counterparties with which cash revenue or payments are planned. Currency risk Currency risk is the risk that the Issuer may suffer losses due to the fluctuation of market prices of the various currencies it uses. Agria Group Holding AD carries out its operations predominantly in Bulgarian leva (BGN) and Euro (EUR). The Euro is the main currency in which the Issuer settles its foreign trade relations – sales of goods/produce and purchase of materials necessary for its activity. Under the conditions of a currency board and a fixed rate of the BGN against the EUR, the management of the company consider that the Issuer is not exposed to a significant risk of changes in currency rates. Operational risks The chief operational risks and the measures taken to minimise those risks are to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group Holding AD functions as a legal entity which is a holding company carrying out investment activities, which aims to manage the stake it holds in its subsidiaries, and which does not directly carry out any other production and/or commercial activity of its own. The operational risk is related to damage or loss suffered by the Company due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation. The probability that the Issuer may suffer damage or loss due to human error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a mistake in the procedure or organisation via its subsidiaries is insignificant. Part of the chief operational risks is related to a potential load on capacities and to providing the necessary raw materials. Potential risks could arise in relation to the workforce available in the regions where the subsidiaries of the Issuer perform their commercial activities. The main risk for the Issuer’s subsidiaries which perform commercial activities related to growing and storing agricultural produce includes inclement weather conditions, diseases and other natural risks. In order to minimise those risks and any potential loss, the subsidiaries obtain insurance policies for all areas on the production in progress of all agro-technical activities against all main risks, together with storm, fire and hail, including insurance policies against freezing of all crops being grown. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 57 Insurance policies are obtained for all general risks, including earthquake risk for all real estate and production capacities owned by the companies in the group. Despite the tight competition, the Company considers that it has a competitive edge on the market owing to its experienced management staff and its established reputation. In this respect it should be noted that the management staff and the Company’s employees are highly qualified and motivated specialists, organised in relatively independent active structural units which maintain a maximally complete and up-to-date data base of the development and trends of the respective markets. Non-specific (systemic) risks The holding company and its subsidiaries are also exposed to systemic risks, mainly related to the macro environment in which they operate. These risks are not subject to supervision and under the control of Agria Group Holding’s management. The main systemic risk to the activity of the company and its subsidiaries can be identified as the military conflict between Russia and Ukraine, the main exporters of grain worldwide. The outbreak of war has complicated grain and oilseed exports, triggering fears of a food crisis and a high spike in commodity prices in 2023, as well as instability on international markets. Despite the establishment of export corridors from Ukraine and the current soothing of markets, the ongoing military situation threatens to deepen the conflict, which could lead to the restriction or hindrance of exports through the imposition of non-market administrative measures. The Company's management does not anticipate any adverse impact on the results of operations and business processes of the holding company as the Company has no direct exposure to related parties, and/or key customers or suppliers in Russia and Ukraine. Effect on liquidity The management concludes that there are no liquidity restrictions for the company and the group as a whole in short and medium term. To date, the holding group is supported by global financial institutions with which it works, such as European Investment Bank, DSK Bank, UniCredit Bulbank, UBB AD. 7. CORPORATE SOCIAL RESPONSIBILITY The Company follows a consistent policy of Social Corporate Responsibility. Agria Group Holding AD is a public company and its social responsibility finds expression in all aspects of its corporate activities. The management of Agria Group Holding prioritizes environmental protection and people’s health in its corporate policy through its products, services and working conditions. The company’s social engagements in its capacity of employer toward workers and employees find expression in providing safe and healthy working conditions as well as following an environmental protection policy. Agria’s senior management encourages following business standards and practices for public social responsibility regarding the environmental and employee policies. The company assess regularly the impact of its activities on the environment and observe strictly the requirements and regulations for environmental protection, health and safety of the employees and the society in production of grains in the following aspects. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 58 Agricultural production is highly dependent on climate change, and at the same time is an important factor, influencing natural and climate conditions. The company has taken the necessary measures and activities to adapt grain production to the changing environment and to have a positive impact on climate change and to promote the sustainable development of agricultural holdings in the holding group. An essential priority of corporate management is environment protection. The company combines social, economic and environmental approaches on the way to achieving sustainable agricultural practices and to the practice of reducing the carbon footprint in grain production. Environmental protection The company develops practices in connection with soil nutrition and production of grains appropriate for particular soil type and adapted to the specifications of the soil. Compliance with the following principles and rules is endorsed when using pesticides. • Use of pesticides’ alternatives; use of selective pesticides, keeping biodiversity and fighting particular wreckers in particular timeframes taking in account the biology life and development; harvest of alternative crops resistant to wreckers; crop rotations; mechanic weed control. • Staff education for using pesticides, observing the quantities recommended by the producers. Pesticides declared by World Health Organization as dangerous are not used. • Storage in original packages in cool and dry places with active ventilation, which can be isolated and marked with appropriate signs. Mixing and moving pesticide can only be performed by educated staff in places with good lightening and ventilation wearing protective clothing/apparel. The access to the premises where the pesticides are stores is strongly restricted. Assessment of the necessity of crop nutrition is made, balancing utilization of food substances, rotating crop sowing, plowing organic waste in the soil; providing buffer zones around the water sources in order to diminish the loss of food substances. In order to prevent loss of genetic resources and in view of providing biodiversity are used plant waste of previous crops for nutritious soil preparation; observation of keeping the eco systems; certified seeds are used. Investments are being made in innovative agricultural machinery, equipped with smart farming software to reduce the use of pesticides and fertilizers. Agricultural equipment for harvesting of cereals is provided with devices for uniform dispersion of the crop residues which are plowed into the soil and thus recovering part of the nutrients in the soil horizon. Burning of vegetable waste is not performed, the use of nitrates is reduced. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 59 Health and safety of the staff The company follows a consistent policy in order to minimize the risks of: • Physical danger – by qualified and experienced staff for the use of machinery and motor vehicles. • Work in closed spaces – silos, water basins, etc. The access to them is strongly restricted and it is allowed under the supervision of educated staff. • Chemical danger in case of contact with pesticides – a training is conducted for work with pesticides; following the hygiene and safety practices. • Fire and explosions risks – precautions are taken about minimizing the risk of fire in the warehouses for grain storage by using modern and quality production capacity and qualified and experienced staff. • Risk of spread of viruses and infections – the corporate management take precautions and solutions to safeguard the health of the employees and to prevent and limit the spread of viruses and infections. 8. REQUIREMENTS OF THE ACCOUNTANCY ACT FOR DRAWING UP AND PUBLISHING NON- FINANCIAL DECLARATION Requirements of the Accountancy Act for drawing up and publishing non-financial declaration and consolidated non-financial declaration by large enterprises which are public-interest entities in which the average number of employees exceeds 500 for the reporting period. According to the provisions of the Accountancy Act, when enterprises and parent companies of enterprise groups meet certain requirements and criteria, they should draw up and present a non-financial declaration as part of the annual report for the financial year. In particular, the requirements of the law in relation to non- financial declaration are as follows: “ Art. 41. Large enterprises which are public interest enterprises and which, at 31 December of the reporting period, exceed the criterion of the average number of employees during the financial year of 500 people, shall include a non-financial declaration under Article 48 in their report on the operations. ” The Accountancy Act defines criteria for categorization of the enterprises (art. 19) and group of enterprises (art. 21). In addition, according to provision § 4 of the additional provisions of the act, “ Public interest enterprises for the purposes of this Act shall be treated as large enterprises, with the exception of the applicable accounting basis, regardless of the book value of the assets, the net sales revenue and the average number of employees. ” Agria Group Holding AD is a public company which transferable securities – shares are admitted to trading and are traded on a regulated security market. In this capacity, according to the text of § 1 , item 22 of the Additional provisions of the Accountancy Act (the act), for the purpose of the applicable basis of the act, the company is deemed an enterprise of public interest (Public Interest Enterprise). ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 60 In 2023, on a non-consolidated basis, the company has the following indicators: - Book value of the assets: BGN 194,769,000; - Net sales revenue: BGN 561,000, and - Average number of employees (for the reporting year): 8 people. Although the company does not cover the requirements based on quantitative criteria according to the Accountancy Act, for the purpose of application scope of the law and in relation to the requirements for annual closure of accounts for 2023, Agria Group Holding should be considered a large enterprise . In 2023, on a consolidated basis, the group has the following preliminary indicators: - Book value of the assets: BGN 508,773,000; - Net sales revenue: BGN 725,813,000, and - Average number of employees (for the reporting year): 657 people. For the purposes of the application scope of the Act and in relation to the requirements of annual reporting for 2023, at a group level Agria Group Holding should be deemed a large group . Applicability of the requirements of the Accountancy Act for preparing and publishing non-financial declaration and consolidated non-financial declaration by Agria Group Holding AD as part of the annual reporting for 2023 on a non-consolidated and consolidated basis. The requirements, which the Accounting Act prescribes in order to assess whether the requirement for preparation and publishing a non-financial declaration is applicable, are cumulative, namely: • The enterprise/Parent company in a large group/ to be a Public Interest Enterprise and to be a large enterprise/accordingly large group; • As at 31 December (of the corresponding year for which is assessed the presence or absence of a legal obligation) to exceed on an individual, respectively on a consolidated basis, the criteria for average number of employees 500 people. In 2023 on a non-consolidated basis, the company has a number of employees – 8 people, on a consolidated basis – 657 people. Therefore, there is no legal cumulative requirement, respectively as long as the requirements of the law are not covered at an individual level (Art. 41), Agria Group Holding AD is not obliged to prepare and publish as part of the individual activity report for 2023, a non-financial declaration. There is a legal cumulative requirement, respectively as long as the requirements of the law are covered at a consolidated level (Art. 41, Art. 51), Agria Group Holding AD is obliged to prepare and publish as part of the consolidated activity report for 2023, a non-financial declaration. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 61 9. IMPORTANT EVENTS FOR AGRIA GROUP HOLDING AD THAT TOOK PLACE IN THE 2023 FINANCIAL YEAR DATE EVENT 31.12.2023 1. Agria Group Holding AD has generated non-consolidated income for 2023 in the amount of BGN 16 796 thousand. 2. The company generated revenues on a non-consolidated basis for 2023 amounting to BGN 8,839 thousand. 3. The company’s equity on non -consolidated basis as at 31.12.2023 is BGN 100,489 thousand. 22.12.2023 A loan agreement is signed for a loan granting for financing the investment in construction of a new Production plant for oilseed crops processing and production of crude sunflower oil, along with storage silos and oil storage tanks between Agria Group Holding AD’s subsidiary Kristera AD and the European Investment Bank. The new processing plant for crude sunflower oil will be built in the town of Popovo in Northern Bulgaria. It will use waste-free, green technology, generating climate benefits by producing renewable energy based on discarded sunflower seed hulls. The project is expected to become operational in the second half of 2027. It also includes the purchase of railcars to transport the product to Bulgaria’s Black Sea port of Varna, thus cutting greenhouse gas emissions from road freight transport. The project has great regional and economic importance, as it will create a significant number of new jobs, improve and optimise the logistics of raw materials by replacing them with manufactured end products, and lead to substantial economies of scale from a financial and operational management point of view. Waste-free and powered by green technology, the facility will help protect the environment. The loan agreement affirms the EIB’s commitment to supporting food security and sustainable regional development. 20.12.2023 Agria Group Holding AD has reported dividend income from Agria Group Holding AD's subsidiary Agro Oil Konsult OOD in the total amount of BGN 80 000. 14.12.2023 By a resolution of 14.12.2023 the Commission for protection of competition has adopted the following decisions: 1. APPROVES concentration between undertakings to be implented by acquisition by „Agria Group Holding“ AD (UIC 148135254) of sole control over „Komers“ EOOD (UIC 125044589). 2. Gives effect to immediate implementation of the decision under item 1. 29.11.2023 The company presented a quarterly consolidated report for the third quarter of 2023 to the FSC, BSE-Sofia AD and the public. 26.10.2023 The company presented a quarterly non-consolidated report for the third quarter of 2023 to the FSC, BSE-Sofia AD and the public. 09.10.2023 As a result of researches made and preliminary negotiations between "Agria Group Holding" AD and the owner of the capital of the company "Komers" EOOD with UIC 125044589, "Agria Group Holding" AD has made an indicative offer to acquire the ownership of 100% of the shares of the capital of “Komers” EOOD, which has been confirmed by the owner of the shares. "Komers" EOOD is a company developing agribusiness activity through the production of grains (grain and oilseed crops) and trades directly with end consumers (grain traders), representing potential buyers of grain crops. The production and trade of grain and oilseed crops are within the scope of the activities of "Agria Group Holding" AD, as part of the holding’s business model. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 62 An investment in the acquisition of shares from the capital of "Komers" EOOD provides a potential for strengthening the market presence of "Agria Group Holding" AD within the main areas of the holding's activities, namely: the company's commercial and export activities, by securing grain crops as a raw material for domestic and foreign trade. The expansion of the grain trading bussiness is also beneficial for the supply of the main raw material for the processing part of the holding's activity (processing of oilseeds and other grain crops) for the production of crude and refined sunflower oil and ethanol. The expected positive effects of acquiring the shares of “Komers” EOOD’s capital are in direction of increasing the holding's market presence in grain trade and grain processing, which would lead to a long-term security and sustainability of the company's business model, to better balance of cash flows and added value on a group level. After the successful completion of negotiations, after receiving a resolution from the Commission for Protection of Competition, which allows the sale of shares from the seller to the buyer and after a future authorizing decision from the corporate management of "Agria Group Holding" AD, а possible transaction for acquisition of ownership of 100% of the capital shares of “Komers” EOOD is to be concluded. On 13.10.2023, a notification was submitted to the Commission for Protection of Competition to approve a concentration regarding the acquisition of shares of the capital of “Komers” EOOD. 05.10.2023 In the Commercial Register and Register of Non-Profit Legal Entities at the Registry Agency, the conversion of the single-member joint-stock company "ALMAGEST" EAD with IUC 175340142 (converting company) has entered by change of the legal form in accordance with Article 264 and the following Articles from The Commercial Law, as it has become a commercial company of a different type - from a single-member joint- stock company to a single-member limited liability company (newly established company) "ALMAGEST" EOOD with UIC 207546986, which became the legal successor of the transforming company, which was terminated without liquidation. With the registration of the change of legal form, the rights and obligations of the converting company have passed entirely to the newly established company. 01.10.2023 - 31.12.2023 Pursuant to the Investment Program of the companies in the holding group, during the fourth quarter of 2023, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. 28.09.2023 г. Agria Group Holding AD has presented to the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with Paragraph 6, Article 19 of Regulation (EU) №596/2014 of the European Parliament and of the Council dated 16th April 2014. 28.09.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with Art. 148b of POSA, presented to the company with a notice in accordance with Art.145 of POSA regarding circumstances related to disclosure of shareholding. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 63 28.08.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with Art. 148b of POSA, presented to the company with a notice in accordance with Art.145 of POSA regarding circumstances related to disclosure of shareholding. 17.08.2023 г. The company presented a half-yearly consolidated report for the first half of 2023 to the FSC, BSE-Sofia AD and the public. 24.07.2023 г. The company presented a half-yearly non-consolidated report for the first half of 2023 to the FSC, BSE-Sofia AD and the public. 13.07.2023 г. On 13th July 2023 a Construction Permit was issued to Agria Group Holding AD’s subsidiary Kristera AD, for building of the first stage (Oil plant) of the Production plant for processing and storage of oilseed crops and crude oil, within the area of the warehouse facility of Kristera AD in Popovo. The Contruction Permit came into effect on 1st August 2023. 11.07.2023 г. On 11th July 2023, Agria Group Holding AD declared dividend income from Agria Group Holding AD's subsidiaries Aris Agro EOOD, Kehlibar EOOD, Diasvet EOOD and BD Farm EOOD in the total amount of BGN 7 007 658.11. 01.07.2023 г. - 30.09.2023 г. Pursuant to the Investment Program of the companies in the holding group, during the third quarter of 2023, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. 28.06.2023 “Agria Group Holding” AD has disclosed a dividend notice containing the terms and conditions for payment of dividend as follows: The General Meeting of Shareholders of Agria Group holding AD, held on 26 June 2023, adopts a resolution to distribute part of the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a cash dividend to the shareholders, as the total amount of the dividend amounts to BGN 6 800 000.00. The persons entitled to receive dividend should be entered in the registers of the Central Depository as holders of dividend rights as of the 14th day following the General Meeting – namely 10 July 2023. Gross amount of dividend per share - BGN 1. Net dividend per share for individual shareholders after deduction of 5% tax - BGN 0.95. Selected commercial bank for dividend payment - UniCredit Bulbank AD. Start date for dividend payment - 21 August 2023. End date for dividend payment - 29 December 2023. The dividend will be paid as follows: for shareholders with customer accounts with investment intermediaries - through the respective investment intermediary; for shareholders without accounts with investment intermediaries - through the branches of UniCredit Bulbank AD in the country until 29 December 2023. 28.06.2023 The Company has presented the minutes of the Ordinary General Meeting of Shareholders of Agria Group Holding AD Varna held on 26 June 2023 to the FSC, BSE- Sofia and the public. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 64 26.06.2023 Ordinary General Meeting of shareholders of Agria Group Holding AD, Varna was held and the following resolutions were passed: 1. The General Meeting approves the audited annual financial statement of the Company for 2022, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public; 2. The General Meeting approves the Audited annual consolidated activity report of the Company for 2021, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public; 3. The General Meeting of Shareholders adopts a resolution to distribute the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a cash dividend to the shareholders, as the total amount of the dividend amounts to BGN 6 800 000.00. The persons entitled to receive dividend should be entered in the registers of the Central Depository as holders of dividend rights as of the 14th day following the General Meeting at which the Annual Financial Statements and the resolution on the distribution of profits are adopted. The General Meeting of Shareholders authorizes the Board of Directors of the Company to take all necessary factual and legal actions regarding the dividend pay-off, including selection of servicing bank, the initial and final date for the payment of the dividend; 4. The General Meeting discharges from liability the members of the Board of Directors of the Company with regard to their activity in 2022; 5. The General Meeting approves the report of the Investor Relations Director of the Company for 2022; 6. The General Meeting approves the report on the activity of the Auditing Committee of the Company for 2022; 7. The General Meeting passes a resolution for election of the Audit Committee of Agria Group Holding AD in the following composition: Simeon Parvanov Milev, Svetla Valentinova Gancheva and Milena Ivanova Gigova; 8. The General Meeting determines a mandate of 1 year for the Audit Committee of Agria Group Holding AD and remuneration of its members as follows: monthly remuneration for The Chairman of the Audit Committee amounting to BGN 1300 and monthly remuneration for all the members of Audit committee amounting to BGN 500; 9. The General Meeting passes a resolution for election of a registered auditor of the Company for 2023 in accordance with the proposal presented by the Auditing Committee; 10.The General Meeting approves the report on the implementation of the Policy for remuneration of the members of the Board of Directors of Agria Group Holding AD for 2022; 11. The General Meeting of Shareholders passes a resolution for buy- back of Company’s own shares under the following conditions: – Number of shares subject to buy-back – up to 3% of the total voting shares, issued by the company or up to 204 000 shares. – Minimum buy-back price – BGN 28.00 – Maximum buy-back price – BGN 30.00 – Initial date of buy-back – 30th June 2023 – Final date of buy-back – not later than 30th June 2024 – Payment term of buy-back shares – according to the legislation in force. The General Meeting of Shareholders authorizes the Board of Directors to conduct unlimited procedures for buy-back during the buy-back period; in the term of each procedure, depending on the market conditions, to change under their discretion the buy-back price within the price limits set by the General Meeting of shareholders; to determine an investment broker who shall be assigned to proceed the buy-back order; ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 65 to determine all remaining parameters of the buy-back and take all necessary factual and legal actions pursuant to the resolution of the General Meeting. Buy-back goal – increase in the liquidity of the Company’s shares; 12. The General Meeting of Shareholders passes a resolution to determine the amount of fixed monthly remuneration of the members of the Board of Directors and the Executive Director as it follows: fixed monthly remuneration of the members of the Board of Directors at the amount of BGN 7 000; fixed monthly remuneration of the Executive Director at the amount of BGN 20 000; 13. The General Meeting of Shareholders passes a resolution on amendments to the Remuneration Policy for the Members of the Board of Directors of Agria Group Holding AD; 14. The General Meeting of Shareholders determines an additional remuneration for 2022 for the members of the Board of Directors in the total amount of up to BGN 1 000 000.00, distributed among the members of the Board of Directors, in accordance with the adopted Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD, together with any adopted amendments thereto, as follows: an additional remuneration for the Chairman of the Board of Directors and CEO Emil Veselinov Raykov, amounting to a maximum amount of BGN 600 000. Additional remuneration to the member of the Board of Directors Stanimir Rusev Buzhev, amounting to a maximum amount of BGN 200 000.00; Additional remuneration to the member of the Board of Directors Anna Dimitrova Belchinska, amounting to a maximum amount of BGN 200 000.00. 12.06.2023 The Company determined the circle of members with voting rights in The Ordinary General Meeting of Shareholders, scheduled for 26 June 2023 based on a list / book of shareholders of the Company, presented by the Central Depository. 23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders of Agria Group Holding AD on 26 June 2023 to the FSC, BSE-Sofia AD and the public. 23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders of Agria Group Holding AD on 26 June 2023 and the General Meeting materials to the FSC, BSE-Sofia AD and the public. 22.05.2023 The company presented a quarterly consolidated report on the first quarter of 2023 to the FSC, BSE-Sofia AD and the public. 02.05.2023 The Company presented an annual consolidated report for 2022 prepared in accordance with Delegated Regulation (EU) 2019/815 of the Financial Supervision Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public. 24.04.2023 The company presented a quarterly non-consolidated report for the first quarter of 2023 to the FSC, BSE-Sofia AD and the public. 11.04.2023 The Company presented an annual non-consolidated activity report for 2022 prepared in accordance in ESEF form prepared in accordance with Delegated Regulation (EU) 2019/815 to the Bulgarian Stock Exchange AD (BSE) and the public. 27.03.2023 The Company presented an annual non-consolidated report for 2022 in format ESEF to the FSC, BSE-Sofia AD and the public. 27.02.2023 The company presented quarterly consolidated report for the fourth quarter of 2022 to the FSC, BSE-Sofia AD and the public. 08.02.2023 On 8th of February 2023 Agria Group Holding AD concluded final sale-purchase contract of 441,866 ordinary registered dematerialised shares with voting rights from Almagest AD trading company capital, entered in the Commercial Register and in the Register of Legal Entities at the Registry Agency with UIC 175340142, with a nominal value of 80 each, representing 100% of the capital of Almagest AD. On that date, the ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 66 Events occurring after the end of the financial 2023 On 23 February 2024 Agria Group Holding AD was entered In the Commercial Register and Register of Non- Profit Legal Entities at the Registry Agency as a sole owner of the capital of Komers EOOD. On 31th of January 2024 Agria Group Holding AD has concluded a contract for the acquisition in the procedure provided for by the legislation (through a contract for the transfer of company shares with notarized signatures shares were transferred from the sellers to the buyer by registering the transfer transaction with the Central Depository AD, in accordance with the requirements of the current legislation, and Agria Group Holding AD acquired the ownership of 100% of the shares of the capital of Almagest AD. The shares have been transferred to the buyer, Agria Group Holding AD, free of any third-party liabilities, encumbrances, rights and claims, together with all rights arising from or related to them. The transaction supports the implementation of part of the investment program of the holding in the direction of strengthening Agria Group Holding's presence in the renewable energy market, which is within the scope of the holding's business lines, in accordance with the long-term development strategy. Combining the business potential of Agria Group Holding AD and Almagest AD, would be representing a sustainable foundation for future successful growth and diversification of the business lines developed by the company. There are no related and/or interested parties involved in the future transaction. The transaction does not fall within the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the ordinary commercial activity, representing the sum of actions and transactions performed by the company within the scope of its business activity and in accordance with the ordinary commercial practice. 25.01.2023 The company presented quarterly non-consolidated report for the fourth quarter of 2022 to the FSC, BSE-Sofia AD and the public. 12.01.2023 With resolution of 12.01.2023 the Commission for Protection of Competition adopted the following decisions: 1. APPROVES the concentration between companies to be implemented by acquisition by Agria Group Holding AD (UIC 148135254) of sole control over Almagest AD (UIC 175340142). 2. Immediate implementation of the decision under item 1. 01.01.2023 – 30.06.2023 For the period covering the first half of 2023, Agria Group Holding AD has reported dividend income from its subsidiary Kehlibar EOOD in the amount of BGN 7 800 000. 01.01.2023 – 30.06.2023 Pursuant to the Investment Program of the companies in the holding group, during the first half of 2023, the subsidiaries of Agria Group Holding AD continued the process of expanding their own agricultural land through purchase agreements. The lands purchased are located in the regions where the companies are already cultivating agricultural lands. Due to the usual trading activity of the companies in the holding group, specializing in agricultural production, the fulfilment of the Investment Program of the holding for expanding its agricultural lands leads to consolidation of the total agricultural lands cultivated by the companies in the Group. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 67 and content under Article 129 of the Commercial Law) of the ownership of 100% of the shares of the capital of the trading company Komers EOOD, developing activity in the field of agribusiness, through the production of and trade in grain and oilseed crops in the area of Northeast Bulgaria, coincident with the scope of territory in which the holding companies develop their commercial activity. The expected positive effects from the acquisition of Komers EOOD’s capital shares are directed in strengthening the market presence of Agria Group Holding AD in regard with the main areas of the holding’s activity, namely: trade and export, by securing of grains as raw material for the internal and foreign trade activity. The expansion of the grains trade activity favors as well the supply of the main raw material for the processing line in the holding’s activity (processing of oilseeds and other grain crops) for the production of crude and refined sunflower seed oil and of ethanol. The transaction supports the implementation of part of the holding’s investment program in the direction of increase of the own and leased agricultural land in the areas, where the holding’s agribusiness subsidiaries cultivate agricultural lands, in line with the long-term development strategy. Combining the business potential of Agria Group Holding AD and Komers EOOD, would represent a sustainable foundation for future successful growth of the business lines developed by the company, would lead to a long- term security and sustainability of the company business model, improving regularity of the cash flow and adding value at a group level. There are no related and/or interested parties involved in the transaction. The transaction does not fall within the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the ordinary commercial activity, representing the sum of actions and transactions performed by the company within the scope of its business activity and in accordance with the ordinary commercial practice. The ownership transfer of the capital shares of Komers EOOD is about to be entered in the Commercial register at the Registry agency. The shares are transferred to Agria Group Holding AD free of any third-party liabilities, encumbrances, rights and claims, together with all rights arising from or related to them. On 22 January 2024 Agria Group Holding AD has reported dividend income from the subsidiaries Korn Trade EOOD, Kehlibar EOOD, Bora Energy EOOD, Gruvar EOOD, BD Farm EOOD, Diasvet EOOD, Kristera Agro EOOD and Korn Star OOD in the total amount of BGN 16 603 060.46. 10. INFORMATION ON LARGE TRANSACTIONS ENTERED INTO BETWEEN RELATED PARTIES IN 2023 During the past 2023 financial year Agria Group Holding AD entered into no large transactions with related parties, with the exception of ordinary economic activity transactions. 11. INFORMATION UNDER ART. 187E AND ART. 247 OF THE COMMERCIAL ACT The Company owns 50 000 (fifty thousand) of its own shares representing 0.74% of its capital. No own shares were acquired during the past 2023. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 68 Names, functions, remuneration and equity held in other companies of the members of the management and supervisory body Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the members of the Board of Directors are determined in accordance with the Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. The Remuneration policy is endorsed by a resolution adopted on the extraordinary General meeting of shareholders held on 29 September 2020 and was amended by a resolution of the Company's Ordinary General Meeting of Shareholders held on 29 June 2021 and by a resolution of the Company's Ordinary General Meeting of Shareholders held on 26 June 2023. Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is approved by the General Meeting of Shareholders of the company, taking into account the obligations and the contribution of each members of the Board of Directors to the activity and the results of the company , as well as the opportunity to recruit and retain qualified and loyal members of the Board of Directors and compliance of the interests of the members of the Board of Directors with the longterm interests of the Company to coincide. Fixed remuneration is not based on the accomplished results. The amount of the fixed remuneration of the members of the BoD is in line with main activity of AGRIA GROUP HOLDING AD and the income from it, taking into account that as a holding under the meaning of art. 277 and art. 278 of the Commercial Act, the company does not carry out directly a production or trading activity of its own, but depends mainly on the results of the controlled subsidiaries and generates income mainly from dividends from subsidiaries controlled by the company. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board of Directors received fixed remunerations, which certain amount was approved by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, until the date of the resolution from Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD,held on 26 th June 2023 is determined as follows: permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive Director in the amount of BGN 20,000. Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 26th June 2023: Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 20 000 Member of BOD Deyan Ovcharov BGN 7 000 Member of BOD Stanimir Buzhev BGN 7 000 Member of BOD Daniela Taneva BGN 7 000 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 69 Member of BOD Anna Belchinska BGN 7 000 For the reporting financial 2023 the following remunerations have been paid from Agria Group Holding AD to the members of the company's Board of Directors. Gross remunerations, received by members of the Board of Directors of Agria Group Holding AD for 2023 from subsidiaries in BGN: 1. ANNA DIMITROVA BELCHINSKA 320 323,82 from Korn Trade EOOD 2. STANIMIR RUSEV BUZHEV 243 655.00 from Kristera AD and Silk Gaz BG TOTAL: 529 648,82 Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2023 in BGN: Permanent remuneration Additional remuneration Total remuneration for 2023: 1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00 2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00 3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00 4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00 5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00 TOTAL: 444 000,00 1 000 000,00 1 444 000,00 The percentage ratio of the total amount of the permanent remunerations compared to the total amount of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 22.50%. The percentage ratio of the total amount of variable remuneration compared to the total amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 77.50%. Fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable). Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. Emil Veselinov Raykov holds interests in the following companies as well: - Manager of Bora Invest EOOD, Varna; - Manager of Bora Energy EOOD, Varna; - Manager of AG Property Invest EOOD; ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 70 - Sole owner and manager of Emra EOOD, Varna; - Executive Director of RR Invest AD; - Member of the Board of Directors of Agra EAD - Member of the Board of Directors and Executive Director of Agri Grain AD - Holder of 223 shares in the capital of Kristera AD, Popovo. Anna Dimitrova Belchinska holds interests in the following companies as well: - Manager of Korn Trade EOOD, Varna. Stanimir Rusev Buzhev holds interests in the following companies as well: - Executive Director of Kristera AD, Popovo. - Executive Director of Kehlibar Pro EAD. Daniela Dimitrova Taneva and Deyan Rosenov Ovcharov are independent members of the BoD within the meaning of POSA. They hold no interests in any form whatsoever neither in companies that are part of the group, nor in any other companies. The members of the BoD may freely acquire shares of the Company, as well as bonds of the Company. No contracts have been entered into with the Company by members of the BoD or related parties that are outside the ordinary operations of the Company or are materially diverging from market conditions. Business policy of the Company planned for the next year, including expected investments and personnel development, expected income from investments and development of the Company, as well as forthcoming transactions of material importance for the Company The main objective of the Company is to participate in any form in other commercial companies or in their management. As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The business policy of the Company, including investments, should be considered mainly in terms of the operations of its subsidiaries. 12. SUMMARY INFORMATION ABOUT IMPLEMENTED AND PLANNED INVESTMENTS AND BASIC TRENDS IN THEIR SPENDING Pursuant to the Investment program for 2023, Agria Group Holding AD has made the following investments: 1. Investments in purchase of agricultural land and acquisition of company equity shares – EUR 26,800,000; 2. Investments in the purchase of agricultural machinery and inventory, transport and logistics – EUR 5,410,000; 3. Investments in storage facilities – EUR 6,010,000; 4. Investments in manufacting industry – EUR 1,960,000. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 71 13. DECLARATION ON CORPORATE GOVERNANCE The Declaration on Corporate Governance aims to present information to the investors and interested parties referring to specific actions and measures undertaken by the management of Agria Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and good practices in the field of corporate management. The declaration contains information and is based on the principles and norms for good corporate governance regulated by the Bulgarian legislation, laid down in the provisions of the National Code for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and other laws and regulations and internationally accepted standards in the field of corporate management. In this relation, the requirement under Art. 100n (7) from POSA for the preparation and presentation of a Declaration for corporate governance as part of the Annual report on the operations of the Company for 2023 should be considered fulfilled. In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains: 1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with the National Code for Corporate Governance. 2. Information regarding practices of corporate governance which are applied by the issuer Agria Group Holding AD in accordance with the National Code for Corporate Governance. 0 5000 10000 15000 20000 25000 30000 Agricultural land and acquistion of equity shares Agricultural machinery, transport and logistics Storage facilities Manufacting industry Investments in 2023 in BGN thousand ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 72 3. Description of the main features of the measures for inside control and risk management of the issuer Agria Group Holding AD in relation to the financial reporting process. 4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004 referring to take over propositions. 5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group Holding AD and their Committees. 6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative and managerial bodies in view of age, gender or education and professional experience, the targets of the diversity policy, manner of application and results during the reporting period and in case of non- application of such policy – explanation of the reasons why it is not applied. At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on the Parallel market of the Bulgarian Stock Exchange AD, Segment «А», with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the National Code for Corporate Governance, the Company expresses its engagement in keeping the principles of corporate governance which are part of the document. The Code’s application is based on the principle “observe and explain” which means that the Company observes the Code and in the event of deviation the corporate management of the Company shall clarify the reasons for that. The Company has announced its decision to adopt and comply with the National Corporate Governance Code in FSC’s E-REGISTER system for disclosure of regulated information to the commission by the public companies and other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents to BSE, as well as in the X3News system for disclosure and provision of information to the public. From the date of joining the National Code for Corporate Governance, the Company carries out its activity in accordance with the Code’s principles and decrees by conforming, applying and observing the corporate practices and internationally accepted standards for good corporate management in its activity. This is achieved by applying the principles for timely information disclosure; responsibility, independence and transparency of the activities of the corporate management; protecting shareholders’ rights and equality; respecting the interested parties. The Company has not deviated from the rules and norms in the Code and has observed and applied the good practices and principles of the corporate governance. In accordance with the principle for timely information disclosure, in 2023 the Company disclosed all regulated information in the time and manner provided for in the POSA and its regulations. The corporate management created preconditions for transparency in its relationships with investors, financial media and market analysts. There are rules for inside information and inside persons which regulate the obligations, manner and responsibility for public disclosure of inside information. In the website of the Company a section “For investors” can be found which facilitates the access to timely and up-to- date information for the Company’s investors (shareholders and potential investors), for the financial media and analysts and it also aims to create maximum ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 73 transparency in their relationship with the management of Agria Group Holding AD. The management of the Company discloses its investment program for each financial year to its investors. Investors receive the information in a timely manner through the website of the company, email and via X3NEWS. The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate management encourages the partnership between the Company and the interested parties aiming to achieve higher welfare for all parties and in view of the stable development of the Company while balancing the interests of all parties involved. The interested parties are presented with the necessary information regarding the Company’s activities, up -to-date data for its economic and financial condition and any other activity information that contributes for the right orientation and decision-making. In its policy with regard to the interested parties, the Company complies with the legal requirements based on the principles of transparence, accountancy and business ethics. In 2023 the corporate management activity is carried out in compliance with the legal requirements of POSA and its regulations, the Article of Association of the Company, as well as the National Code for Corporate Governance. Agria Group Holding AD is a public company with a single-tier management system. All members of the Board of Directors meet the legal requirements to hold such position, and have the required qualifications, knowledge and experience necessary to fulfil it. The functions and obligations of the corporate management, as well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of Association of the Company, and the Code. The Board of Directors of the Company manages the Company in accordance with the goals and vision established by the Company and the interests of the shareholders. In performing their duties the members of the Board of Directors are guided by the generally accepted principles of integrity, managerial and professional competence, avoid and do not allow a real or potential conflict of interests. The annual report discloses the remuneration of the members of the Board of Directors as determined by the General Meeting, and this information is easily available to shareholders. The structure of the Board of Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors consists of five members, two of whom are independent within the meaning of POSA. The senior management of Agria Group Holding AD, represented by the corporate management, performs a key role and is responsible for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the Company in view of age, gender or education and professional experience. The persons in the administrative and managerial bodies of the issuer possess the required education, professional qualification, competency and experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and other legal norms and regulations referring to such position and they are selected/respectively hired with no restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement with the aim for sustainable development while observing the legal requirements. The diversity policy is instrumental in the effective distribution of the functions and obligations of the corporate management while its structure and competency follow the principles of diversification and diversity within the obligatory professional and ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 74 managerial competence and contributes to the effective operation of the holding structure in the different type of operations of Agria Group Holding AD. As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS) an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act. Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their rights by facilitating their effective participation in the work of the General Meetings by means of timely announcement of the materials for the GMS; implementation of clear procedures with regard to the convening and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting shareholders in the exercise of all their rights. Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of corporate governance, the corporate management follows a policy of balanced interaction between shareholders, management and interested parties. Agria Group Holding AD has a working system for inside control and risk management in place, which guarantees correct identification of risks related to the Company’s activity and supports their effective management, ensures the adequate functioning of the accountancy and information disclosure systems. Inside control components Control environment Control environment covers the following elements: a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values includes actions on behalf of the management to eliminate or diminish the incentives or temptations, which could suborn the personnel toward dishonest, unlawful or unethical actions. b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the job description of an employee. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 75 c) Participation of the persons occupying operative management positions. The persons occupying operative management positions significantly influence control awareness in the company. The responsibilities of the persons working in management include supervision over the design of the model and the effective functioning of the warning procedures and processes for reviewing the efficiency of the Company’s inside control. d) Structure. The establishment of an adequate structure includes taking into consideration the main fields of competence and responsibilities and adequate hierarchy levels of accountancy and reporting. e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy related to the relevant business practices, knowledge and experience of the main personnel and resources provided for performing their duties. It also includes the policies and communications guaranteeing that the personnel understands the goals of the company, understands how each individual’s actions are connected and contribute to these goals as well as who and in what manner is held accountable and responsible. f) Policy and practice related to human resources. The policy and practice related to human resources reveal important questions in view of Company control awareness. The standards for selecting the most qualified individuals – focusing on education, former professional experience, achievements and proof for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and promising employees. Promotions based on periodic assessments of results show Company’s engagement to promote qualified personnel to more responsible positions. Company’s risk assessment process 2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of business risk identification by the management, which risks are essential for the preparation of a financial statement in accordance with the applicable for the company financial reporting framework; assesses their meaning and the likelihood of their occurrence and makes decisions how to meet and manage them and how to evaluate the results. 3. Risk related to dependable financial reporting including outside and inside events, transactions and circumstances, which can occur or have negative effect on the ability of the company to initiate, register, process and report financial data corresponding to the management statements for genuineness in the financial report. Risk can occur or change due to circumstances listed below: • Changes in the operational environment. Changes in legislation or in the operational environment can lead to change in pressure from the competition and different risks. • New personnel. New personnel can have different focus on inside control or different understanding on it. • New or renovated information systems. Substantial or fast changes in the information systems can change internal control related risks. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 76 • Fast growth. Substantial and fast expansions of business can limit control and increase the risk for defect in its operation. • New technologies. Introducing new technologies in the production processes or information systems can change internal control risks. • New business models, products and activities. Introducing new business fields or transactions and operations with which the company has little experience, can lead to new risks related to internal control • Corporate reorganization. Reorganization can be followed by cuts in employments and changes in supervision and obligations distribution, which can change internal control risks. • Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often unique risks which can affect internal control, e.g. additional or changed risks in result of exchange operations. • New accountancy standards and clarifications. Introducing new accountancy principles or changes in the accountancy principles can affect risks related to preparation of the financial statements. The Company has developed information system including related business processes referring to financial reporting and communication. The information system includes infrastructure (physical and hardware components), software, people, procedures and data and actively uses IT. The information system related to financial reporting includes financial reporting system and consists of methods and documentation which: • Identify and reflect all valid transactions and operations; • Describe in a timely manner the transactions and operation and detailed enough to allow appropriate classification for the purposes of financial reporting; • Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the financial report; • Determine the timeframe during which the transactions and operation have arisen so that their reflection in the relevant financial report can be allowed; • Present in a fitting manner the transactions and operation and related disclosure in the financial report. Control measures 5. Control measures related to audit are categorized as policies and procedures and refer to the following: • Reviews on the execution and results. These control measures include reviews and analyses of the actual results in view of budgets, prognoses and results from previous periods; binding ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 77 different data groups – operational or financial, together with analyses for interconnections and research and corrective measures; comparison of internal data with external sources of information; review on performance results grouped by functions and operations. • Information processing • Physical controls. They include: o Physical security of assets, including measures for safekeeping, e.g. secure facilities and conditions for access to assets and documentation; o Restricted access to computer programs and files; o Periodic amount counting and comparing with the amounts reflected in the control documentation (e.g. comparing the cash counting results and the results from inventories with the accounting documents) Separation of duties. Allocating the responsibilities for transactions and operations approval, registry and responsibility for the assets to different persons. The separation of duties aims to decrease the possibilities for a certain person to be in position to conduct or cover mistakes or fraud in their usual line of duties. Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European Parliament and of the Council dated 21 April 2004 regarding takeover Para. 1, l. ‘c’ “Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC ” Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of Directive 2001/34/EC Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ” Agria group Holding AD does not have holders of securities with special control rights. Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities ” There are no restriction on voting rights in Agria Group Holding AD Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of the articles of association” The rules governing the appointment and replacement of board members and the amendment of the articles of association are described in the Charter of Agria Group Holding AD Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ” The powers of board members are settled in the Constitution documents of Agria Group Holding AD.. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 78 14. ADDITIONAL INFORMATION UNDER APPENDIX NO. 2 TO ARTICLE 10, ITEM 1 OF ORDINANCE NO. 2 OF FSC ON THE PROSPECTUSES FOR PUBLIC OFFERING AND ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET The information, in terms of quantity and quality, regarding the main categories of goods, products and/or services provided, as well as in connection with revenue by main types of activities, markets, sources of supply of raw materials, is to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group Holding AD as a holding company whose main purpose is to participate in or manage other commercial companies, depends on the activities and results of the subsidiaries. Information about the income dispersed by separate activity categories, inside and outside markets • Agribusiness – BGN 63 200 thousand; • Processing industry (storage and grain processing) – BGN 381 400 thousand; • Trading/export operations and services – BGN 682 400 thousand. Information on the average production in 2023 of the grain crops harvested by the holding companies - wheat, barley, sunflower and corn. Barley – 8 229 t. Wheat – 50 698 t. Sunflower – 14 503 t. Corn – 15 599 t. Information on the harvested yields per hectare of the crops concerned. Barley - 694 kg/ha Wheat - 699 kg/ha Sunflower - 216 kg/ha 6% 34% 60% Agribusiness Processing industry Trading/export operations and services ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 79 Corn/Irrigated corn - 509 kg/ha For the financial year 2023, AGRIA GROUP HOLDING AD has direct investments in the process of execution as follows: Agria Group HoldingAD has acquired in the procedure provided for by the legislation the ownership of 100% (one hundred percent) of the capital of the commercial company "Almagest" AD entered in the Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142. During the reporting period there were no large transactions and transactions of material importance to the issuer’s operations. Information on the loan agreements indicating conditions under them, concluded by the issuer and its subsidiaries, in their capacity as borrowers, including the deadlines for repayment, as well information provided on guarantees and commitments. Information on loans granted by the issuer and its subsidiaries, providing guarantees or commitments in total to one person or its subsidiary, including related parties, indicating the name and title and UIC of the person, nature of the relationship between the issuer or its subsidiaries and the borrower, the amount of unpaid principal, interest rate, date of conclusion of the contract, deadline for repayment, amount of commitment, specific conditions and the purpose for which they are granted, if concluded as a target. ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 80 Loans received 31.12.2023 Company Loan granted from UIC Relationship subsidiary related/UNRELAT ED PARTY Obligation Amount Unpaid Principal Interest Rate Conclusion of contract incl. additional agreements Repayment date Guarantees Earmarked loans (if applicable, specify the purpose for which the loan was granted) specific conditions other than the listed in par. 9 of Appendix 2 to the Ordinance AGRIA GROUP HOLDING AD KRISTERA AD 103273795 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026 TERRA PROTECT EOOD 202946357 RELATED PARTY 400 0 5,00% 10.8.2020/03.01.2023 10.8.2025 ALMAGEST EOOD 207546986 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024 ALMAGEST EOOD 207546986 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024 AGRA EAD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 200 5,50% 30.6.2023 30.6.2024 SUBSIDIES AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 233 6,00% 22.12.2023 31.12.2028 BD AGRI EOOD 103960661 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024 AGRIVIA OIL EOOD АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 300 159 5,50% 30.6.2023 30.6.2024 SUBSIDIES AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 369 6,00% 22.12.2023 31.12.2028 ARIS АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 38 5,50% 30.6.2023 30.6.2024 SUBSIDIES BD AGRI EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 804 5,50% 30.6.2023 30.6.2024 SUBSIDIES BD FARM EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 82 5,50% 30.6.2023 30.6.2024 SUBSIDIES BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 5000 5,00% 07.03.2022/01.01.2023 31.3.2027 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 3000 836 5,00% 07.03.2023/03.01.2023 31.3.2028 KRISTERA AD 103273795 RELATED PARTY 200 200 5,00% 31.08.2022/03.01.2023 1.9.2024 KRISTERA AD 103273795 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024 KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025 KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025 KRISTERA AD 103273795 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028 BORA INVEST EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026 KRISTERA AD 103273795 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026 KRISTERA AD 103273795 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024 GRUVAR EOOD ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,20% 04.08.2016/04.08.2021 4.8.2024 0,00% DIASVET EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 150 13 5,50% 30.6.2023 30.6.2024 SUBSIDIES ELIT 86 EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 19 5,50% 30.6.2023 30.6.2024 SUBSIDIES KEHLIBAR EOOD AG PROPERTY INVEST EOOD KORN TRADE EOOD 103746472 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024 KRISTERA AD 103273795 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2028 CORN STAR OOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 SUBSIDIES AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 164 164 5,00% 13.6.2023 31.12.2024 KORN TRADE EOOD N/A 3,00% KRISTERA-AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 2240 2044 5,50% 30.6.2023 30.6.2024 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 4980 5,00% 4.1.2022 31.12.2027 AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 4000 0 31.12.2028 АGRO EOOD 103765583 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024 АGRO EOOD 103765583 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024 АGRO EOOD 103765583 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024 ELIT - 86 EOOD 124718585 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024 ELIT - 86 EOOD 124718585 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024 GRUVAR EOOD 200673632 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.2023 31.12.2024 GRUVAR EOOD 200673632 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024 BD FARM EOOD 175429573 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024 DIASVET EOOD 117595265 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024 AGRA EAD 124690525 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024 AGRA EAD 124690525 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024 ARIS-АGRO EOOD 124608460 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024 ARIS-АGRO EOOD 124608460 RELATED PARTY 100 40 5,00% 3.1.2023 31.12.2024 TONI - M EOOD 124620498 RELATED PARTY 2000 1118 5,00% 16.12.2019/03.01.2023 31.12.2024 TONI - M EOOD 124620498 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024 TONI - M EOOD 124620499 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023 BD AGRI EOOD 103960661 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024 BD AGRI EOOD 103960662 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024 BD AGRI EOOD 103960663 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024 BD AGRI EOOD 103960663 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2028 KRISTERA AD BD FARM EOOD 175429573 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024 SILK GAZ BG EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027 AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027 AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 632 5,00% 26.7.2022/03.01.2023 31.7.2027 KORN TRADE EOOD 103746472 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023 TERRA PROTECT EOOD KRISTERA AD 103273795 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024 TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 200 57 5,50% 30.6.2023 30.6.2024 SUBSIDIES TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 303 303 6% 22.12.2023 31.12.2028 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 81 Loans granted 31.12.2023 Company Loan granted to UIC Relationship subsidiary/related /unrelated parties Obligation amount Outstanding principal Interest rate Conclusion of contract incl. additional agreements Repayment date Guarantees Earmarked loans (if applicable, specify the purpose for which the loan was granted) specific conditions other than the listed in par. 9 of Appendix 2 to the Ordinance Agria Group Holding AD AGRA EAD 124690525 SUBSIDIARY 200 200 5,50% 30.6.2023 30.6.2024 subsidies AGRA EAD 124690525 SUBSIDIARY 1000 233 6,00% 22.12.2023 31.12.2028 AGRICORN STAR EAD 204462180 UNRELATED PARTY 460 264 5,50% 30.6.2023 30.6.2024 subsidies AGRO EOOD 103765583 SUBSIDIARY 300 159 5,50% 30.6.2023 30.6.2024 subsidies AGRO EOOD 103765583 SUBSIDIARY 1000 369 6,00% 22.12.2023 31.12.2028 ARIS AGRO EOOD 124608460 SUBSIDIARY 100 38 5,50% 30.6.2023 30.6.2024 subsidies BD AGRI EOOD 103960661 SUBSIDIARY 1000 804 5,50% 30.6.2023 30.6.2024 subsidies BD FARM EOOD 175429573 SUBSIDIARY 200 82 5,50% 30.6.2023 30.6.2024 subsidies BORA ENERGY EOOD 202309677 SUBSIDIARY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026 BORA ENERGY EOOD 202309677 SUBSIDIARY 5000 5000 5,00% 7.3.2022/01.01.2023 31.3.2027 BORA ENERGY EOOD 202309677 SUBSIDIARY 3000 836 5,00% 7.3.2023 31.3.2028 BORA INVEST EOOD 103794531 SUBSIDIARY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026 GRUVAR EOOD 200673632 SUBSIDIARY 100 0 5,50% 30.6.2023 30.6.2024 subsidies DIASVET EOOD 117595265 SUBSIDIARY 150 13 5,50% 30.6.2023 30.6.2024 subsidies ECO HERBS EAD 204522624 UNRELATED PARTY 50 36 5,50% 30.6.2023 30.6.2024 subsidies ELIT - 86 EOOD 124718585 SUBSIDIARY 100 19 5,50% 30.6.2023 30.6.2024 subsidies KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 2240 2044 5,50% 30.6.2023 30.6.2024 subsidies KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 5000 4980 5,00% 4.1.2022/03.01.2023 31.12.2027 KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 4000 0 5,00% 20.12.2023 31.12.2028 TONI-M EOOD 124620498 SUBSIDIARY 200 57 5,50% 30.6.2023 30.6.2024 subsidies TONI-M EOOD 124620498 SUBSIDIARY 1000 303 6,00% 22.12.2023 31.12.2028 SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027 SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027 SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 632000 5,00% 26.7.2022/03.01.2023 31.7.2027 CORN STAR OOD 206566256 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 subsidies CORN STAR OOD 206566256 RELATED PARTY 500 164 5,00% 13.6.2023 31.12.2024 Agra EAD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024 Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024 ALMAGEST EOOD Agria Group Holding AD 148135254 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024 Agria Group Holding AD 148135254 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024 Aris Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 100 40 5,00% 8.2.2023 31.12.2024 BD Agri EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2024 Agra EAD 124690525 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024 BD Farm EOOD KRISTERA AD 103273795 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024 BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6000 0 5,00% 02.07.2018/03.01.2023 31.12.2023 ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 11.04.2022/03.01.2023/30.01.2023 1.2.2024 ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 01.09.2022/03.01.2023 1.9.2024 ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 2500 2500 5,10% 18.11.2022/03.01.2023 31.12.2024 ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 250 70 5,10% 1.3.2023 31.12.2024 Bora Invest EOOD 0,00% Gruver EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.23 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024 Diasvet EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024 Elit 86 EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024 Kehlibar EOOD 0,00% AG PROPERTY IVEST EOOD AB INVESTMENTS JSG 206405947 UNRELATED PARTY 1476 1476 5,00% 29.3.2022/03.01.2023 31.12.2023 AB INVESTMENTS JSG 206405947 UNRELATED PARTY 978 978 5,00% 12.7.2022/03.01.2023 12.7.2024 AB INVESTMENTS JSG 206405947 UNRELATED PARTY 2738 2738 5,50% 23.05.2023/30.6.2023 16.7.2025 Korn Star OOD Korn Trade EOOD ECO HERBS EAD 204522624 UNRELATED PARTY 1000 0 2,00% 21.2.2022 31.8.2026 ECO HERBS EAD 204522624 UNRELATED PARTY 2000 0 2,00% 30.3.2022 31.8.2026 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 5400 0 3,00% 28.3.2022 31.12.2023 SILK GAS BG EOOD 200491658 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023 AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024 Kristera Agro KOMERCE EOOD 125044589 UNRELATED PARTY 5000 5000 5,00% 24.09.2021/03.01.2023 31.12.2026 KOMERCE EOOD 125044589 UNRELATED PARTY 5000 1843 5,00% 01.08.2022/03.01.2023 31.12.2026 ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,00% 04.08.2016/04.08.2021 4.8.2024 AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 01.11.2018/10.06.2020/03.01.2023 31.12.2024 AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 02.08.2021/03.01.2023 31.12.2024 AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 1568 5,50% 25.7.2023 31.12.2025 EKO HERBS EAD 204522624 UNRELATED PARTY 4000 1787 5,00% 15.09.2021/03.01.2023 31.8.2026 Kristera AD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 0 5,00% 3.2.2020/03.01.2023 3.2.2025 BORA INVEST EOOD 103794531 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026 BORA INVEST EOOD 103794531 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024 ECO HERBS EAD 204522624 UNRELATED PARTY 6000 3680 5,00% 2.8.2021/03.01.2023 31.8.2026 AGRICORN STAR EAD 204462180 UNRELATED PARTY 1000 1000 5,00% 12.8.2022/03.01.2023 31.8.2027 AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 12.1.2023 31.1.2028 AGRICORN STAR EAD 204462180 UNRELATED PARTY 10000 7250 5,00% 20.2.2023 28.2.2033 AGRICORN STAR EAD 204462180 UNRELATED PARTY 7000 0 5,00% 24.7.2023 31.7.2028 BORA ENERGY EOOD 202309677 RELATED PARTY 200 200 5,00% 31.8.2022/03.01.2023 1.9.2024 BORA ENERGY EOOD 202309677 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024 BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025 BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025 BORA ENERGY EOOD 202309677 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028 TERRA PROTECT EOOD 202946357 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024 KOMERCE EOOD 125044589 UNRELATED PARTY 2000 1942 5,00% 27.6.2023 30.6.2028 AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2023 SILK GAS BG EOOD NO 0,00% TERA PROTECT EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 400 0 5,00% 10.08.2020/03.01.2023 10.8.2025 Toni M EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 1118 5,00% 16.12.2019/19.12.2022/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024 KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 82 Transactions with related parties During the past year of 2023 Agria Group Holding AD entered into no large transactions with related parties, with the exception of ordinary economic activity transactions. No related party transactions that are outside the usual scope of activity of the issuer or are materially diverging from market conditions have been entered into. No events or indicators of unusual nature with regard to the issuer exist. There is no off-balance-sheet reporting of transactions of Agria Group Holding AD. Information on the equity stakes held by Agria Group Holding AD in other companies is provided above in the present Activity report. As at 31.12.2023 Agria Group Holding AD has the following liabilities to bank loans in: Company Financing institution Type of loan Currency Authorized amount in KEUR Drawn amount in KEUR - 31.12.2023 Maturity Agria Group Holding DSK Bank Working Capital EUR 22 000 15 625 Nov 2024 Agria Group Holding DSK Bank Working Capital EUR 3 068 2 255 Jun 2024 Agria Group Holding DSK Bank Investment EUR 2 000 48 Jan 2024 Agria Group Holding DSK Bank Investment EUR 2 000 24 Feb 2024 Agria Group Holding DSK Bank Investment EUR 3 068 1 250 Aug 2027 Agria Group Holding Unicredit Investment EUR 3 000 167 Mar 2024 Agria Group Holding Unicredit Investment EUR 3 000 453 Feb 2025 Agria Group Holding Unicredit Investment EUR 2 000 582 Sep 2026 Agria Group Holding Unicredit Investment EUR 8 200 4 110 Oct 2028 Agria Group Holding DSK Bank Investment / Working capital EUR 3 068 2 013 Dec 2026 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 83 The management of the company’s financial resources is subject to the requirement for achieving maximum effectiveness, while at the same time meeting the terms of payment agreed with suppliers and clients. This includes a balanced approach with regard to own and attracted financial resources, which leads to lower financial costs. The result of such financial resources management policy is the faster reduction of the debt recovery period versus the debt payment period, which maintains a high liquidity of payments. This leads to the effective increase of the cash funds of the company and to the possibility of financing investment costs, without this always being at the expense of a financial resource extended by a bank, which optimises the payment of interest costs. The senior management of Agria Group Holding AD, represented by corporate governance, performs a key role and carries responsibility for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. The company elaborated a risk management and internal audit system. The elected Audit Committee applies the principle of rotation in the election of auditor. In view of the dynamics of the market environment, the risk management system cannot be fully guaranteed, due to which all of the risks, facing any operating company, cannot be completely eliminated. Information about used by the company financial instruments as well as related to them risk management policy is presented in the attachment to the annual financial report of the company. In 2023 the Company has not issued any securities. No change has occurred in the basic management principles of the issuer during the reporting period. There are no arrangements known to the Company, as a result of which future changes may occur in the relative proportion of shares or bonds held by present shareholders or bondholders. As at 31.12.2023 the member of the Board of Directors Anna Dimitrova Belchinska owns 1600 shares from the capital of Agria Group Holding AD. In 2023 there were no changes in the members of the Board of Directors of Agria Group Holding AD. There are no pending judicial, administrative or arbitration proceedings, pertaining to liabilities or receivables of the issuer amounting to at least 10 per cent of its equity. Agria Group Holding Interlease Investment EUR 118 59 Jul 2026 Agria Group Holding Interlease Investment EUR 14 621 13 711 Feb 2030 ANNUAL INDIVIDUAL ACTIVITY REPORT FOR 2023 AGRIA GROUP HOLDING JSC 84 INFORMATION IN ACCORDANCE TO ARTICLE 10, ITEM 4 OF ORDINANCE NO. 2 OF FSC Link to the place on the website of the public company where the internal information under Art. 7 of Regulation (EU) № 596/2014 on the circumstances that occurred during the respective six months, or link to the news agency or other media selected by the issuer, through which the company publicly discloses inside information on market abuse (Regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and the Council and Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC of the Commission (OJ, L) 173/1 of 12 June 2014) (Regulation (EU) № 596/2014) on the circumstances that occurred during the past year, or an electronic reference to the news agency or other media selected by the issuer through which the company discloses public inside information. The internal information under Art. 7 of Regulation (EU) № 596/2014 on the circumstances that occurred during the past year are available on the website of Extras (www.x3news.com), on the website of the Company (www.agriabg.com), "For investors” section, in the" Financial Statements " submenu and in the "News" section. Investor Relations Director: Teodora Ivanova Ivanova Tel.052/554000; 554014 E-mail t.ivanova@agriabg.com Address: 111 Knyaz Boris I Blvd., fl.9, Varna Emil Raykov – Executive member of the Board of Directors of Agria Group Holding AD 85 INFORMATION REGARDING AGRIA GROUP HOLDING AD, VARNA, UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 OF FSC FOR INITIAL AND FOLLOWING DISCLOSURE OF INFORMATION FOR PUBLIC OFFERING OF SECURITIES AND ADMITTING SECURITIES TO TRADING ON A REGULATED MARKET 1. Information regarding securities which were not admitted to trading on a regulated market in the Republic of Bulgaria or another member state The capital of Agria Group Holding AD as at 31 December 2023 is BGN 6,800,000 (six million and eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one) each. The subscribed capital of the Company has been fully paid in and has been entered into the Commercial Register of the Registry Agency. The shares in the Company are ordinary, registered, dematerialized, freely transferable conferring the right to 1 (one) vote in the General Meeting of Shareholders, they confer the same rights to their holders and are of one class. Every share confers the right to one vote in the General Meeting of Shareholders in the Company, right to dividend in the distribution of the profit and right to a liquidation share in the event of winding up the Company and liquidation of its property in proportion to its nominal value and the ratio of the share to the overall capital. The shares of the Company are listed on the Main Market Premium Equities Segment of the Bulgarian Stock Exchange AD. The stock exchange ticker symbol attached is AGH. There is no information on securities which are not admitted to trading on a regulated market in the Republic of Bulgaria or another member state. 2. Information concerning the direct and indirect holding of 5 per cent or more of the voting rights in the General Meeting of the company, including details about the shareholders, the extent of their shareholding and the way the shares are held. As at 31 December 2023 the following shareholders hold shares in the capital of Agria Group Holding AD, representing 5 per cent or more of the votes in the General Meeting of Shareholders: Shareholder structure of Agria Group Holding AD as at 31 December 2023 Name/Shareholder’s name Number of shares/votes in GM Percent of capital Emra EOOD Varna 2 955 500 43.46 % of capital Equity Investment EOOD Targovishte 1 695 639 24.94 % of capital Svetlomir Iliev Todorov 697 355 10.26 % of capital Other legal entities and natural persons 1 451 506 21.34 % of capital 86 3 Details about the shareholders enjoying special control rights and description of those rights. The Company has no shareholders enjoying special control rights. 4. Agreements between the shareholders which are known to the Company and which can lead to restrictions regarding transfer of shares or the right to vote. The Company is not aware of agreements between shareholders which can lead to restrictions regarding transfer of shares or the right to vote. 5. Substantial contracts entered into by the Company which give rise to action, undergo changes or are terminated due to a change in control of the Company when having a mandatory tender offering, and the consequences of those, except in the cases when disclosure of such information may cause serious damage to the Company; the exception provided for in the preceding sentence does not apply when the company is obligated to disclose the information by virtue of the law. The Company has not entered into substantial contracts which give rise to action, undergo changes or are terminated due to a change in control of the Company when having a mandatory tender offering. ………………………………………….. For Agria Group Holding AD Emil Raykov – BoD Chairman and Executive Director DECLARATION ON CORPORATE GOVERNANCE AGRIA GROUP HOLDING JSC 87 DECLARATION ON CORPORATE GOVERNANCE The Declaration on Corporate Governance aims to present information to the investors and interested parties referring to specific actions and measures undertaken by the management of Agria Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and good practices in the field of corporate management. The declaration contains information and is based on the principles and norms for good corporate governance regulated by the Bulgarian legislation as laid down in the provisions of the National Code for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and other laws and regulations and internationally accepted standards in the field of corporate management. In this relation the requirement under Art. 100n (7) from POSA for the preparation and presentation of a Declaration for corporate governance as part of the Annual report on the operations of the Company for 2023 should be considered fulfilled. In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains: 1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with the National Code for Corporate Governance. 2. Information regarding practices of corporate governance which are applied by the issuer Agria Group Holding AD in accordance with the National Code for Corporate Governance. 3. Description of the main features of the measures for inside control and risk management of the issuer Agria Group Holding AD in relation to the financial reporting process. 4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004 referring to take over propositions. 5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group Holding AD and their Committees. 6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative and managerial bodies in view of age, gender or education and professional experience, the targets of the diversity policy, manner of application and results during the reporting period and in case of non-application of such policy – explanation of the reasons why not applied. At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on the Parallel market of Segment «А» shares on the Bulgarian Stock Exchange AD with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the National Code for Corporate Governance the Company expresses its engagement in keeping the principles of corporate governance which are part of the document. The Code’s application is based on the principle “observe and explain” which means that the Company observes the Code and in case of lapse the corporate management of the Company is expected to clarify the reasons for that. 88 DECLARATION ON CORPORATE GOVERNANCE The Company has announced its decision to adopt and comply with the National Corporate Governance Code in FSC’s E -REGISTER system for disclosure of regulated information to the commission by the public companies and other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents to BSE, as well as in the X3News system for disclosure and provision of information to the public. From the date of joining the National Code for Corporate Governance, the Company carries out its activity in accordance with the Code’s principles and decrees by conforming, applying and observing the corporate practices and internationally accepted standards for good corporate management in its activity. This is achieved by applying the principles for timely information disclosure; responsibility, independence and transparency of the activities of the corporate management; protecting shareholders’ rights and equality; respecting the interested parties. The Company has not deviated from the rules and norms in the Code and has observed and applied the good practices and principles of the corporate governance. In accordance with the principle for timely information disclosure, in 2023 the Company disclosed all regulated information in the time and manner provided for in the POSA and its regulations. The corporate management created preconditions for transparency in its relationship with investors, financial media and market analysts. There are rules for inside information and inside persons which regulate the obligations, manner and responsibility for public disclosure of inside information. In the website of the Company a section “For investors” can be found which facilitates the access to timely and up-to- date information for the Company’s investors (shareholders and potential investors), for the financial media and analysts and also aims to create maximum transparency in their relationship with the management of Agria Group Holding AD. The management of the Company discloses its investment program for each financial year to its investors. Investors receive the information in a timely manner through the website of the company, email and via X3NEWS. The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate management encourages the partnership between the Company and the interested parties aiming to achieve higher welfare for all parties and in view of the stable development of the Company while balancing the interests of all parties involved. The interested parties are presented with the necessary information regarding the Company’s activities, up -to-date data for its economic and financial condition and any other activity information which contributes for the right orientation and decision making. In its interested parties policy the Company complies with the legal requirements based on the principles of transparence, accountancy and business ethics. In 2023 the corporate management activity is carried out in compliance with the legal requirements of POSA and its regulations, the Article of Association of the Company, as well as the National Code for Corporate Governance. Agria Group Holding AD is a public company with a single- tier management system. All members of the Board of Directors meet the legal requirements to hold such a position, and have the required qualifications, knowledge and experience necessary to fulfil it. 89 DECLARATION ON CORPORATE GOVERNANCE The functions and obligations of the corporate management, as well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of Association of the Company, and the Code. The Board of Directors of the Company manages the Company in accordance with the goals and vision established by the Company and the interests of the shareholders. In their activities the members of the Board of Directors are guided by the generally accepted principles of integrity and managerial and professional competence and avoid and do not allow a real or potential conflict of interests. The annual report discloses the remuneration of the members of the Board of Directors as determined by the General Meeting, and this information is easily available to shareholders. The membership of the Board of Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors consists of five members, two of whom are independent within the meaning of POSA. Management The Company has a single-tier management system - a Board of Directors. Names, functions and remuneration of the members of the corporate management Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the members of the Board of Directors are determined in accordance with the Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. The Remuneration Policy was adopted by the Extraordinary General Meeting of Shareholders of the company held on 29th September 2020 and was amended by a resolution of an Ordinary General Meeting of Shareholders of the company held on 29th June 2021 and by a resolution of an Ordinary General Meeting of the company held on 26th June 2023. Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is approved by the General Meeting of Shareholders of the company, taking into account the obligations and the contribution of each members of the Board of Directors to the activity and the results of the company, as well as the opportunity recruit and retain qualified and loyal members of the Board of Directors and compliance of the interests of the members of the Board of Directors with the long-term interests of the Company to coincide. 90 DECLARATION ON CORPORATE GOVERNANCE The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD is not based on the accomplished results. The amount of the fixed remuneration is in line with main activity of AGRIA GROUP HOLDING AD and the income from it, and taking into account that as a holding under the meaning of art. 277 and art. 278 of the Commercial Act, the company does not directly carry out its own production or commercial activity, but the latter depends mainly on the activity and the results of the subsidiary companies it controls, and the income of the company mainly comprise dividends from subsidiaries controlled by the latter. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board of Directors received fixed remunerations, which certain amount was approved by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, was determined by a resolution of the Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 26th June 2023, is as follows: permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive Director in the amount of BGN 20,000. The fixed monthly Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 26 th June 2023: Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 20 000 Member of BOD Deyan Ovcharov BGN 7 000 Member of BOD Stanimir Buzhev BGN 7 000 Member of BOD Daniela Taneva BGN 7 000 Member of BOD Anna Belchinska BGN 7 000 During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the members of the Board of Directors of AGRIA GROUP HOLDING AD the following gross remuneration. Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by subsidiaries for 2023 in BGN: 1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD 2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK GAS BG OOD TOTAL: 529 648,82 Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by Agria Group Holding AD for 2023 in BGN: 91 DECLARATION ON CORPORATE GOVERNANCE Permanent remuneration Additional remuneration Total remuneration for 2023.: 1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00 2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00 3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00 4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00 5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00 TOTAL: 444 000,00 1 000 000,00 1 444 000,00 The percentage ratio of the total amount of the permanent remunerations compared to the total amount of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 22.50%. The percentage ratio of the total amount of variable remuneration compared to the total amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 77.50%. Therefore, fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable). Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. The senior management of Agria Group Holding AD, represented by the corporate management, performs a key role and is responsible for the establishment of an internal control system and risk management and carries out routine monitoring in this direction. Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the Company in view of age, gender or education and professional experience. The persons in the administrative and managerial bodies of the issuer possess the required education, professional qualification, competency and experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and other legal norms and regulations referring to such position and they are selected/respectively hired with no restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement with the aim for sustainable development while observing the legal requirements. The diversity policy is instrumental in the effective distribution of the functions and obligations of the corporate management while its structure and competency follow the principles of diversification and diversity within the obligatory professional and managerial competence and contributes to the effective operation of the holding structure in the different type of operations of Agria Group Holding AD. Type of Operations of Agria Group Holding AD Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business: ● Agribusiness in North-Eastern Bulgaria. 92 DECLARATION ON CORPORATE GOVERNANCE ● Processing industry (storage and processing of grain and oil-bearing cultures) centred in the towns of Lyaskovets and Ihtiman. ● Trade/export operations - main administrative and logistic centres – towns of Sofia, Popovo, Devnya, Varna, Dobrich and Ihtiman. As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS) an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act. Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their rights by facilitating their effective participation in the work of the General Meetings by means of timely announcement of the materials for the GMS; implementation of clear procedures with regard to the convening and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting shareholders in the exercise of all their rights. Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of corporate governance, the corporate management follows a policy of balanced interaction between shareholders, management and interested parties. 93 DECLARATION ON CORPORATE GOVERNANCE Agria Group Holding AD has a working system for inside control and risk management in place, which guarantees correct identification of risks related to the Company’s activity and supports their effective management, ensures the adequate functioning of the accountancy and information disclosure systems. Inside control components Control environment 1. Control environment covers the following elements: a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values includes actions on behalf of the management to eliminate or diminish the incentives or temptations, which could suborn the personnel toward dishonest, unlawful or unethical actions. b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the job description of an employee. c) Participation of the persons occupying operative management positions. The persons occupying operative management positions significantly influence control awareness in the company. The responsibilities of the persons working in management include supervision over the design of the model and the effective functioning of the warning procedures and processes for reviewing the efficiency of the Company’s inside control. d) Structure. The establishment of an adequate structure includes taking into consideration the main fields of competence and responsibilities and adequate hierarchy levels of accountancy and reporting. e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy related to the relevant business practices, knowledge and experience of the main personnel and resources provided for performing their duties. It also includes the policies and communications guaranteeing that the personnel understands the goals of the company, understands how each individual’s actions are connected and contribute to these goals as well as who and in what manner is held accountable and responsible. f) Policy and practice related to human resources. The policy and practice related to human resources reveal important questions in view of Company control awareness. The standards for selecting the most qualified individuals – focusing on education, former professional experience, achievements and proof for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and promising employees. Promotions based on periodic assessments of results show Company’s engagement to promote qualified personnel to more responsible positions. Company’s risk assessment process 2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of business risk identification by the management, which risks are essential for the preparation of a financial statement in accordance with the applicable for the company financial reporting 94 DECLARATION ON CORPORATE GOVERNANCE framework; assesses their meaning and the likelihood of their occurrence and makes decisions how to meet and manage them and how to evaluate the results. 3. Risk related to dependable financial reporting including outside and inside events, transactions and circumstances, which can occur or have negative effect on the ability of the company to initiate, register, process and report financial data corresponding to the management statements for genuineness in the financial report. Risk can occur or change due to circumstances listed below: • Changes in the operational environment. Changes in legislation or in the operational environment can lead to change in pressure from the competition and different risks. • New personnel. New personnel can have different focus on inside control or different understanding on it. • New or renovated information systems. Substantial or fast changes in the information systems can change internal control related risks. • Fast growth. Substantial and fast expansions of business can limit control and increase the risk for defect in its operation. • New technologies. Introducing new technologies in the production processes or information systems can change internal control risks. • New business models, products and activities. Introducing new business fields or transactions and operations with which the company has little experience, can lead to new risks related to internal control • Corporate reorganization. Reorganization can be followed by cuts in employments and changes in supervision and obligations distribution, which can change internal control risks. • Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often unique risks which can affect internal control, e.g. additional or changed risks in result of exchange operations. • New accountancy standards and clarifications. Introducing new accountancy principles or changes in the accountancy principles can affect risks related to preparation of the financial statements. The Company has developed information system including related business processes referring to financial reporting and communication. The information system includes infrastructure (physical and hardware components), software, people, procedures and data and actively uses IT. 95 DECLARATION ON CORPORATE GOVERNANCE The information system related to financial reporting includes financial reporting system and consists of methods and documentation which: • Identify and reflect all valid transactions and operations; • Describe in a timely manner the transactions and operation and detailed enough to allow appropriate classification for the purposes of financial reporting; • Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the financial report; • Determine the timeframe during which the transactions and operation have arisen so that their reflection in the relevant financial report can be allowed; • Present in a fitting manner the transactions and operation and related disclosure in the financial report. Control measures 4. Control measures related to audit are categorized as policies and procedures and refer to the following: • Reviews on the execution and results. These control measures include reviews and analyses of the actual results in view of budgets, prognoses and results from previous periods; binding different data groups – operational or financial, together with analyses for interconnections and research and corrective measures; comparison of internal data with external sources of information; review on performance results grouped by functions and operations. • Information processing • Physical controls. They include: • Physical security of assets, including measures for safekeeping, e.g. secure facilities and conditions for access to assets and documentation; • Restricted access to computer programs and files; • Periodic amount counting and comparing with the amounts reflected in the control documentation (e.g. comparing the cash counting results and the results from inventories with the accounting documents) • Separation of duties. Allocating the responsibilities for transactions and operations approval, registry and responsibility for the assets to different persons. The separation of duties aims to decrease the possibilities for a certain person to be in position to conduct or cover mistakes or fraud in their usual line of duties. 96 DECLARATION ON CORPORATE GOVERNANCE Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European Parliament and of the Council dated 21 April 2004 regarding takeover Para. 1, l. ‘c’ “Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC ” Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of Directive 2001/34/EC Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ” Agria group Holding AD does not have holders of securities with special control rights. Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities” There are no restriction on voting rights in Agria Group Holding AD Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of the articles of association” The rules governing the appointment and replacement of board members and the amendment of the articles of association are described in the Charter of Agria Group Holding AD Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ” The powers of board members are settled in the Constitution documents of Agria Group Holding AD. Agria Group Holding AD: Emil Raykov Executive Director 97 REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE APPLICATION OF THE REMUNERATION POLICY FOR THE COMPANY'S MEMBERS OF THE BOARD OF DIRECTORS, DRAWN UP IN COMPLIANCE WITH THE REQUIREMENTS OF ORDINANCE NO 48 OF THE FINANCIAL SUPERVISION COMMISSION AS OF 20 TH MARCH 2013 ON THE REQUIREMENTS FOR THE REMUNERATIONS, ADOPTED BY A RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS, HELD ON 29 TH SEPTEMBER 2020, AS AMENDED BY A RESOLUTION OF AN ORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 29 TH JUNE 2021 AND BY A RESOLUTION OF AN ORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 26 TH JUNE 2023. The present report was prepared by the Board of Directors of AGRIA GROUP HOLDING AD in accordance with the provision of Art. 12 (1) and Art.13 of ORDINANCE № 48 of the Financial Supervision Commission of 20 March 2013 on the Requirements for the Remunerations and constitutes a separate document to the company's annual financial statements as at 31.12.2023. The report contains a review of the way in which the Remuneration Policy was enacted during 2023 and herewith is also attached information on the application of the Remuneration Policy for the next financial year. 1. Information about the decision-making process in elaborating the Remuneration policy, including, if applicable, information about the term and members of the Remuneration Committee, the name of the external consultants, whose services have been used in elaborating the Remuneration policy. The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, as well as any amendments and supplements thereto, is elaborated by the Board of Directors and approved by the General Meeting of Shareholders. Proposals for the adoption of a remuneration policy, respectively for amendments and / or supplements therein or for its revision are included and voted as a separate item on the agenda of the General Meeting of the shareholders of the company. A description and explanation of the significant changes and the way in which the vote results of the General Meeting have been taken into account, the opinions of the shareholders and the minutes of the General Meetings at which the remuneration policy was considered and voted are presented in an Appendix, which is an integral part of the policy, containing a Protocol for amendments or supplements to the remuneration policy. The present Policy was developed by the Company's Board of Directors in accordance with the procedure for adoption of decisions by the corporate board set out in the Company's Articles of Association. Pursuant to the regulatory requirements, the Policy was adopted by the Extraordinary General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 29 th September 2020 and was amended by a resolution of an Ordinary General Meeting of Shareholders of Agria Group Holding AD held on 29 th June 2021 and by a resolution of an Ordinary General Meeting of Shareholders of Agria Group Holding AD held on 26 th June 2023. All legal requirements and recommendation of the National Corporate Governance Code were taken into account in the development of the Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD. Under the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD, the company has not set up a remuneration committee. When developing the Remuneration policy, the Board of Directors of AGRIA GROUP HOLDING AD have not used external consultants. The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD aims to provide objective criteria for determining the corporate board's remuneration of the company with a view to attracting and retaining qualified and loyal members of the board and motivating them to work for the benefit of the company and its shareholders, as to avoid potential and actual conflicts of interest. 98 During the reporting financial year AGRIA GROUP HOLDING AD has implemented the Remuneration policy for the members of the Board of Directors pursuant to the regulatory requirements for public companies, the objectives, long-term interests and development strategy of the company, as well as its financial and economic standing in the context of the national and European economic environment, as taking into account the recommendations of the National Corporate Governance Code. AGRIA GROUP HOLDING AD has disclosed the Remuneration policy for the members of the Board of Directors through publishing it on the corporate website of the company. 2. Information about the relative weight of the variable and fixed remuneration of the members of management and controlling bodies Pursuant to the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting financial year the Company paid to the members of the Board of Directors fixed remuneration, which certain amount has been approved by the General Meeting of Shareholders of the Company and considered: 1.1. The obligations and contribution of each member of the Board of Directors in the operations and results of the company; 1.2. The opportunity of recruiting and retaining qualified and loyal members of the Board of Directors; 1.3. Compliance of the interests of the Board members with the long-term interests of the company. The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD is not based on the accomplished results. The volume of the fixed remuneration is in line with main activity of AGRIA GROUP HOLDING AD and the income from it, and taking into account that as a holding under the meaning of art. 277 and art. 278 of the Commercial Act, the income of the company mainly comprise dividents from subsidiaries controlled by the latter. In view of the financial and economic standing of the Company and the certain input of the members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board of Directors received fixed remunerations, which certain amount was approved by the General Meeting of Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board of Directors, was determined by a resolution of the Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 26 th June 2023, is as follows: permanent monthly remuneration of the non-executive members of the Board of Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive Director in the amount of BGN 20,000. Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General Meeting of Shareholders, held on 26th June 2023: Position Full monthly remuneration in BGN Executive member of BoD and Executive Director Emil Raykov BGN 20 000 Member of BOD Deyan Ovcharov BGN 7 000 Member of BOD Stanimir Buzhev BGN 7 000 Member of BOD Daniela Taneva BGN 7 000 Member of BOD Anna Belchinska BGN 7 000 99 During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the members of the Board of Directors of AGRIA GROUP HOLDING AD the following gross remuneration. Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by subsidiaries for 2023 in BGN: 1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD 2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK GAS BG OOD TOTAL: 529 648,82 Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by Agria Group Holding AD for 2023 in BGN: Permanent remuneration Additional remuneration Total remuneration for 2023.: 1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00 2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00 3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00 4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00 5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00 TOTAL: 444 000,00 1 000 000,00 1 444 000,00 The percentage ratio of the total amount of the permanent remunerations compared to the total amount of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 22.50%. The percentage ratio of the total amount of variable remuneration compared to the total amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus variables) is 77.50%. Therefore, fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable). Note: The total amount of the additional remuneration of the members of the Board of Directors of the company does not include the payment of the independent directors, whose remuneration is a basic one without additional incentives. 3. Information about the criteria for accomplished results, based on which, stock options, stocks of the Company or other types of variable remuneration are provided and an explanation how the criteria under Art. 14, Para 2 and 3 from Ordinance № 48 contribute to the long-term interests of the Company The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide an option for granting company stocks, stock options and other appropriate financial instruments. The Remuneration policy of AGRIA GROUP HOLDING AD provide an option for additional variable remuneration to the members of the Board of Directors of Agria Group Holding AD. The total amount of the additional variable remuneration to the members of the Board of Directors (except for the independent directors who receive only base remuneration without additional incentives) is determed with a view to the financial- econonomic standing of the company, the input of the members of the Board of Directors and the accomplished results. 100 The criteria for achieved results are subject to encourage the stability of the Company in the long term and to also include non-financial indicators, which are essential for the long-term activity of the Company, for example compliance with the applicable rules and procedures. 4. Clarifications regarding the applied methods for assessment whether the criteria for accomplished results have been achieved According to the Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, the members of the Board of Directors of Agria Group Holding AD can receive additional variable remunerations, which total amount depends on the financial-economic standing ot the company, the input of the members of BoD and the accomplished results of the activity. The variable remuneration is determined by the accomplished results of the activity on a consolidated basis. The total amount of the additional remuneration of the members of the Company’s Board of Directors (with the exception of th e independent directors, whose remuneration is only fixed without additional incentives) is no more than 3% (three percent) of the net consolidated profit of Agria Group Holding AD for the corresponding financial year. The amount of the additional remuneration proposed as a maximum is based on the consolidated financial results, as the holding company does not directly engage in commercial activities but depends on the activity and results of its subsidiaries. The variable remuneration of the members of the Board of Directors is accrued and paid in compliance with financial and non-financial criteria for achieved results. The criteria for achieved results should promote the long-term stability of the company and include non-financial indicators that are relevant for the long-term activity of the company, such as compliance with applicable rules and procedures. The criteria related to financial indicators are selected in accordance with how they reflect the creation of value by the Company and how this relates to the market capitalization. Financial indicators may include criteria related to consolidated profit before taxes, interest and depreciation, growth in consolidated income, consolidated profit, efficiency and value of new business. The non-financial criteria are related to the clients egagements and employees of the company, operational efficiency and corporate social responsibility, contributing to the stable and sustainable development of the Company and the holding group in economic, social and environmental aspects. The regular remuneration must represent a sufficiently large proportion of the total remuneration so as to allow the company to apply a flexible policy on variable remuneration, including the option not to pay when the criteria for achieved results are not met and where there is a significant deterioration in the company's financial situation. 5. Clarification regarding the correlation between the remuneration and the accomplished results During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration to the Executive director in the amount of BGN 600 000.00 which amount of additional remuneration was determined by the General Meeting of Shareholders held on 26 th June 2023. The variable remuneration is formed on the basis of achieved consolidated financial results, as the holding company does not perform direct commercial activity as it depends on the activity and results of its subsidiaries, subject to the upper limit of not more than 3% (three percent) of net consolidated profit for the financial year 2022 of Agria Group Holding AD. 101 6. Base remunerations and justification of the annual scheme for bonus payments and/or all other non- monetary additional remunerations The General Meeting of Shareholders convened on 16 July 2014, the General Meeting of Shareholders convened on 16 July 2015, the General Meeting of Shareholders convened on 22 June 2016, the General Meeting of Shareholders convened on 27 June 2017, the General Meeting of Shareholders convened on 25 June 2018, the General Meeting of Shareholders convened on 19 June 2019 and the General Meeting of Shareholders convened on 29 July 2020, the General Meeting of Shareholders convened on 29 June 2021, the General Meeting of Shareholders convened on 28 th June 2022 and the General Meeting of Shareholders convened on 26 th Juny 2023 did not determine additional remuneration to the members of the Board of Directors of AGRIA GROUP HOLDING AD through payment of bonuses and/or other non-monetary additional remunerations to the members of the company's corporate board. 7. Description of the main characteristics of the scheme for additional voluntary retirement insurance and information about the paid and/or due contributions by the Company in favor of the Director for the respective financial year, when applicable In terms of members of the Board of Directors of AGRIA GROUP HOLDING AD, there is no commitment on the part of the company in respect of additional voluntary pension insurance for board members and the company does not have liabilities for payment of contributions in favour of the directors for the reporting financial year. 8. Information regarding the deferment period for payment of variable remunerations The option for deferred payment of variable remunerations is in accordance with the mandatory provisions of the regulatory framework in force. 9. Information about the compensation policy upon contract termination Under the Remuneration policy of Agria Group Holding AD, the maximum amount of compensation payable by the company, other than the compensation payable by law (where applicable) in event of early termination of the contract with a member of the Board of Directors of Agria Group Holding AD, representing the company according to an entry in the Commercial Register at the Registry Agency, may not exceed the total amount of gross monthly remuneration payabe to them for the remainder of the period, but not more than 12 months. The amount of the compensation shall be fixed in the contract or an agreement between the parties and shall not exceed the amount specified in Remuneration policy. The Company is not liable for compensation in event of termination of a contract with a member of the Board of Directors of Agria Group Holding AD due to expiration and non-renewal of the term the member was elected for. The Company is not liable for compensetaion in event of early termination of the contract with a member of the BoD of Agria Group Holding AD due to failure to comply with the clause, which forbids the carry out of a competitive activity, or other failure to fulfill an obligation under the contract with a member of the BoD of the Company. During the reporting financial 2023 year a contract with a member of the Board of Directors has not been terminated. 10. Information about the period, during which the stocks cannot be transferred and the options on stocks cannot be exercised, concerning variable remuneration, based on stocks The current Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide such option. 102 11. Information about the policy for retaining a definite number of shares until the end of the term of the members of the management and controlling bodies after expiration of the period under item 10 The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide such option. 12. Information about the contracts of the members of the management and controlling bodies, including the term of each contract, the notice period for termination and details regarding the compensations and/or other due payments in the event of early termination The Contracts with all members of the Board of Directors are entered for a period of five years as of July 2020. Information on compensations and/or other payments due in the event of early termination are presented in Item 9 of the present Report 13. Full amount of the remuneration and other incentives of the members of the management and controlling bodies for the respective financial year For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position gross annual remuneration in BGN for 2023 Executive member of BoD and Executive Director Emil Raykov BGN 180 000 Member of BOD Deyan Ovcharov BGN 66 000 Member of BOD Stanimir Buzhev BGN 66 000 Member of BOD Daniela Taneva BGN 66 000 Member of BOD Anna Belchinska BGN 66 000 During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for 2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova Belchinska in amount of BGN 200 000,00. 14. Information about the remuneration of each person, who has been a member of a management or controlling body of a public company for a certain period in the respective financial year: a) full amount of the paid and/or accrued remuneration of the person for the respective financial year For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members of the company's Board of Directors: Position Gross annual remuneration in BGN for 2023 Executive member of BoD and Executive Director Emil Raykov BGN 180 000 103 Member of BOD Deyan Ovcharov BGN 66 000 Member of BOD Stanimir Buzhev BGN 66 000 Member of BOD Daniela Taneva BGN 66 000 Member of BOD Anna Belchinska BGN 66 000 During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for 2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova Belchinska in amount of BGN 200 000,00. In 2023 members of the Company' s Board of Directors have not received non-monetary benefits. The company does not have deferred or contingent liabilities arising during the year, even if the remuneration is due at a later stage As of 31.12.2023 AGRIA GROUP HOLDING AD does not owe amounts for payment of pensions or retirement benefits. b) remuneration and other material and non-material incentives received by the person from companies belonging to the same group Name Position gross remuneration in BGN for 2023 Anna Belchinska Manager of Korn Trade EOOD 320 323.82 Stanimir Buzhev Executive Director of Kristera AD 209 325.00 c) remuneration received by the person in the form of distribution of profit and/or bonuses and the reasons for their payment In 2023 no member of the Board of Directors of AGRIA GROUP HOLDING AD has received remuneration from the Company in the form of profit distribution and/or other bonuses from AGRIA GROUP HOLDING AD. d) any additional payments for services provided by the person beyond his usual functions when such payments are permitted under contract concluded with him The contracts with the members of the Board of Directors of AGRIA GROUP HOLDING AD do not provide payment for services beyond their usual functions. e) paid and/or accrued compensation on the occasion of termination of duties during the past financial year In 2023 compensations have not been paid and/or accrued on the occasion of termination of the functions of the Board of Directors of AGRIA GROUP HOLDING AD. f) overall assessment of all non-cash benefits, treated as remuneration, except for those pointed out under letters “a” - “e” 104 In 2023 none of the member of the Board of Directors of AGRIA GROUP HOLDING AD has received non- cash benefits treated as remuneration than those specified under letters “a” – “e”. g) information on all loans granted, payments of welfare costs and guarantees on the part of the company or its subsidiaries or other companies subject to consolidation in the annual financial statements, including data on the remaining outstanding part and the interest As of the end of 2023, there are no active and unpaid cash loans from members of the Board of Directors of the company. In 2023, in respect of all of the members of the Board of Directors of AGRIA GROUP HOLDING AD, owes no payments of social and household expenses and guarantees from the company or its subsidiaries or other companies that are subject to consolidation in the annual his financial statement. 15. Information about stocks and/or stock options and/or other incentive schemes based on stocks: The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD does not provide an option for granting stock options, company shares or other types of incentive schemes based on stock for members of the corporate board, respectively, such have not been paid or provided. 16. Annual change in the remunerations, the results of the company and the average volume of the remunerations of full-time employees, who are not directors, during the last at least 5 financial years, presented altogether in a way that can be compared 17. Information on exercising the option to request a refund of the variable remuneration The Company applies a flexible policy on variable remuneration, including exercising the option for the same to be refunded, when there is no compliance with the clause prohibiting the carry out of competition, due to other culpable failure to comply with the provisions of the management contract by a member of the Board, including significant deterioration of the financial situation of the company as a result of actions and transactions by a member of the Board of Directors, which significantly deviate from the market conditions, as well as actions of any nature harmful to the company. 18. Information on any deviations from the procedure for the implementation of the remuneration policy in connection with exceptional circumstances referred to in Article 11, para 13, including the explanation of the nature of the exceptional circumstances and the indication of the specific elements derogated from. During 2023 there are no exceptional circumstances in which the company has temporarily suspended the implementation of the Remuneration policy. Year Number of persons 2018 2019 Change 2019 compared to 2018 % 2020 Change 2020 compared to 2019 % 2021 Change 2021 compared to 2020 % 2022 Change 2022 compared to 2021 % 2023 Change 2023 compared to 2022 % Gross remuneration of all members of the BoD for the year 5 216 000,00 216 000,00 0,00% 216 000,00 0,00% 564 000,00 161,11% 812 000,00 43,97% 1 437 781,04 77,07% Average remuneration of a member of the BoD per year 5 43 200,00 43 200,00 0,00% 43 200,00 0,00% 112 800,00 161,11% 162 400,00 43,97% 287 556,21 77,07% Company results - profit х 1 839 640,29 628 057,65 -65,86% 2 016 819,99 221,12% 2 086 000,43 3,43% 42 181 441,46 1922,12% 8 839 343,03 -79,04% Gross remuneration on the basis of full time employees in the company who are not directors for the year 11 336 509,95 339 154,92 0,79% 136 526,78 -59,75% 157 949,18 15,69% 223 300,46 41,37% 326 051,71 46,01% Average remuneration on a full-time basis of employees in the company who are not directors for the year 11 48 072,85 48 450,70 0,79% 19 503,83 -59,75% 15 794,92 -19,02% 22 330,05 41,37% 32 605,17 46,01% 105 Information on application of the Remuneration Policy of the members of the Board of Directors of AGRIA GROUP HOLDING AD for the next financial year As of the date of preparation of the present report the Board of Directors of Agria group holding AD has not observed a need to adopt any amendments to the Remunartion policy for the members of the Board of Directors, adopted and endorsed by the General Meeting of the company. The Board of Directors shall discuss the Remunaration policy at a session and propose amendments to it, if deemed necessary, at the forthcoming annual General Meeting of shareholders in 2024. ………………………………………………. Emil Raykov – executive member of the Board of Directors Of Agria Group Holding AD 106 DECLARATION under Article 100n (4), Item. 4 of POSA We, the undersigned Emil Veselinov Raykov, in the capacity of Chairman of the Board of Directors and Executive Director of Agria Group Holding AD, and Asya Stancheva Yordanova, in the capacity of Accountant of Agria Group Holding AD, hereby declare that to the best of our knowledge: 1. The set of annual financial statements of 2023, prepared in compliance with the applicable accounting standards, provides true and fair information on the assets and liabilities, the financial standing and profit of Agria Group Holding AD and the companies included in the consolidation. 2. The report on the operations of Agria Group Holding AD for 2023 contains an accurate overview of the development and activity outcome of Agria Group Holding AD along with the state of the Issuer and the companies included in the consolidation, together with a description of the main risks and insecurities the Issuer is facing. Declarants: Emil Raykov – Executive Director ................................................... Asya Yordanova – Accountant .................................................... INDEPENDENT AUDITOR’S REPORT To the shareholders of Agria Group Holding AD Varna Report on the audit of the separate financial statements Audit opinion We have audited the separate financial statements of Agria Group Holding AD (the Company), which comprise the separate statement of financial position as at December 31, 2023, the separate statement of profit or loss and other comprehensive income, separate statement of changes in equity and separate statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information presented in page 7 to 39. In our opinion, the accompanying separate financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2023 and its financial performance and cash flows for the year then ended in accordance with International Accounting Standards (IAS) adopted for implementation by the European Union (EU). Basis for expressing an auditor's opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), and the ethical requirements of the Independent Financial Audit Act (IFAA), applicable to our audit of the separate financial statements in Bulgaria, and we have fulfilled our other ethical responsibilities in accordance with the requirements of IFAA and IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of matter We draw attention to note 2.5. Subsidiaries. Consolidation of the Notes to the separate financial statements. "In order to get a complete picture of the financial condition, results of operations, as well as to change the financial condition of the Group as whole, users of these separate financial statements need to read it together with the consolidated financial statements of the Company for the year ended December 31, 2023. 2 The Company also prepares consolidated financial statements, which according to the regulatory requirements and traditions in our country are presented after approval of the separate financial statements. “ Our audit opinion is not modified in respect of this matter. Key audit matters Key audit matters are these matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How this key audit matter was addressed in our audit Valuation of investments and receivables in subsidiaries As disclosed in notes 6, 8 and 29 to the separate financial statements, the Company has investments in subsidiaries amounting to BGN 151,833 thousand, as well as receivables from subsidiaries (commercial and on loans granted), amounting to BGN 33,077 thousand. The activity of some of the subsidiaries is concentrated in the field of production of agricultural products (grain), and another part in the storage and trade of grain, as well as in the processing of oil crops, production and sale of alcohol, production and sale of fodder. Along with this, there are also subsidiaries created for the implementation of specific projects that are still in the initial business phase. Grain production is susceptible to factors beyond the control of company management, and in addition, grain trading is influenced by a highly competitive market environment. This implies the presence of a risk of overvaluation of investments in subsidiaries. Management's review and tests for indicators and the need for impairment of these exposures (investments and receivables) are made in the context of its forecasts and intentions regarding the future economic benefits and profitability expected to be received by the subsidiaries. In its calculations, significant assumptions and judgments are applied on its part regarding the In this area, our audit procedures comprised: - Reviewing the Company’s analysis of its overall exposure to the subsidiaries and the potential for return. - analytical procedures regarding the main indicators of turnover of receivables from and payables to the subsidiaries in prior periods and the current year and after the end of the reporting period; - Assessment and verification of the completeness, relevance and adequacy of disclosures in the Company's separate financial statements regarding the measurement of investments and receivables from subsidiaries and the results of the impairment tests. 3 assessment of the future collectability of the receivables, analyzing the future collectibility of the company's overall exposure to each of these persons. Each of the subsidiaries is treated as a separate entity generating cash flows, and a number of factors are taken into account, such as: specifics of the activity, business environment, expected growth of sales volumes, as well as other risks. Therefore, these management estimates are subject to inherent uncertainty. Because the process of determining the review and testing for possible impairment losses of the company's exposure to its subsidiaries involves numerous judgments and assumptions, and because of the materiality of the reporting entity itself, as indicated above, we are identified this matter as a key audit matter. Fair value measurement of owned farmland The company has adopted to value the agricultural lands owned by it at fair value, determined by an independent appraiser as of the reporting date. The valuation of agricultural land is a key issue for our audit as it requires a significant level of judgment and at the same time agricultural land is a significant part of the Company's assets. The use of many assumptions in the preparation of the estimates has been identified by us as a material risk. It is the Company's policy to use external independent appraisers as often as possible. Property valuations contain assumptions such as expected rental income, occupancy levels, market transaction information, market assumptions, property development risk, and more. Our audit procedures in this area include: • studies on the objectivity, independence, and expertise of the external appraisers. • we assessed the accuracy of the input data set in the appraisers' reports. • we conducted a critical analysis of the main assumptions. • we conducted additional procedures to evaluate the adequacy assessments. Information other than the separate financial statements and auditor’s report thereon Management is responsible for the other information. The other information consists of the information included in the annual management report and the corporate governance statement prepared by the management in accordance with Chapter Seven of the Accountancy Act but does not include the separate financial statements and our auditor’s report thereon , and this other information we received before the date of our audit report. Our opinion on the separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon, unless explicitly stated in our report and to the extent stated. 4 In connection with our audit of the separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management for the separate financial statements Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with International Accounting Standards, endorsed for application by the European Commission and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate financial statements , management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for supervision of the financial reporting process in the Company. Auditor’s responsibilities for the audit of the separate financial statements Our objectives are to obtain reasonable assurance about whether the separate financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken based on these financial statements. As part of the audit in accordance with ISAs, we use professional judgment and maintain professional skepticism throughout the audit. We also: — Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. — Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management. — Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions 5 that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. — Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Among the matters communicated to those charged with governance, we identify those matters that were most relevant to the audit of the separate financial statements for the current period, and which are therefore key audit matters. We describe these matters in our auditor's report unless a law or a regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements Additional matters to report in accordance with the Accountancy Act and Public Offering of Securities Act In addition to our responsibilities and reporting in accordance with ISAs described above in “Information other than the separate financial statements and auditor’s report thereon” section with respect to the annual management report and the corporate governance statement, we have performed the procedures, in addition to those required under ISAs, in accordance with the Guidelines of the professional body of certified public accountants and registered auditors in Bulgaria – the Institute of Certified Public Accountants (ICPA). These procedures refer to checks of the existence, form and content of this other information in order to support us in forming an opinion whether the other information contains the disclosures required by Chapter Seven of the Accountancy Act and by the Public Offering of Securities Act (Art. 100m, par. 10 of the POSA in conjunction with Art. 100m, paragraph 8 (3) and (4) of the POSA), applicable in Bulgaria. Opinion in relation with Art. 37, par. 6 of the Accountancy Act Based on the procedures we have performed our opinion that: a) The information included in the annual management report for the financial year presented in the separate financial statements corresponds to those separate financial statements. 6 b) The annual management report has been prepared in accordance with the requirements of Chapter Seven of the Accountancy Act and Art. 100m, par 7 of the Public Offering of Securities Act. c) The corporate governance statement for the financial year presented in these financial statements, which is part of the annual management report, contains the information required by Chapter Seven of the Accountancy Act and Art. 100n, par. 8 of the Public Offering of Securities Act. d) The report for execution of the remuneration policy for the financial year for which the separate financial statements have been prepared, is presented, and meets the requirements, determined in art. 116a, par. 1 of the Public Offering of Securities Act. Opinion in connection with Art. 100 (n), par.10 in connection with Art. 100 (n), par. 8, items 3 and 4 of the Public Offering of Securities Act Based on the procedures performed and the acquired knowledge and understanding of the Company's activity and the environment in which it operates, in our opinion, the description of the main characteristics of the internal control and risk management systems of the enterprise in connection with the financial reporting process, which is part of the content of the declaration for corporate governance and the information under Art. 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25 / EC of the European Parliament and of the Council of 21 April 2004 on takeover bids do not contain cases of material misstatement. Statement in connection with Art. 100 (n), par. 4, vol. 3, p."b"of Public Offering of Securities Act. The information about related party transactions is disclosed in note 29 of the notes to the separate financial statements. Based on the audit procedures performed by us on related party transactions as part of our audit of the separate financial statements as a whole, no facts, circumstances or other information have come to our attention based on which to conclude that the related party transactions have not been disclosed in the accompanying financial statements for the year ended December 31, 2023, in all material respects, in accordance with the requirements of IAS 24 Related Party Disclosures . The results of our audit procedures on related party transactions were addressed by us in the context of forming our opinion on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on related party transactions. Statement in connection with Art. 100m, par.4(3)(c) of the Public Offering of Securities Act Our responsibilities for the audit of the financial statements, described in the “ Auditor’s responsibilities for the audit of the financial statements” section of our report include an evaluation as to whether the separate financial statements present the significant transactions and events in a manner that achieves fair presentation. Based on the audit procedures performed by us on the significant transactions underlying the separate financial statements for the year ended December 31, 2023, no facts, circumstances, or other information have come to our attention based on which to conclude that there are material misrepresentations and disclosures in accordance with the relevant requirements of IASs as adopted by the European Commission. The results of our audit procedures on Company’s transactions and events significant for the separate financial statements were addressed by us in the context of forming our opinion on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on those significant transactions. 7 Reporting on compliance of the electronic format of the separate financial statements included in the annual separate financial report on the activity under Art. 100n, para 4 of POSA with the requirements of the EEF Regulation In addition to our responsibilities and reporting under the ISA described above in the section "Auditor's responsibilities for auditing the separate financial statements", we have implemented the procedures under "Guidelines of the expression of an audit Opinion in relation to the application of the Unitary European Electronic Format (EEF) to the financial statements of companies whose securities are admitted to trading on a regulated market in the European Union (EU)" of the professional organisation of registered auditors in the Bulgaria, the Institute of Certified Public Accountants (IDES)". These procedures concern the verification of the form and whether the human-readable part of this electronic format corresponds to the audited separate financial statement and the expression of an opinion regarding the compliance of the electronic format of the separate financial statements of Agria Group Holding AD for the year ending 31 December 2023, attached in the electronic file „ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , with the requirements of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council by means of regulatory technical standards for the definition of the unified electronic reporting format ('EEF Regulation'). On the basis of these requirements, the electronic format of the separate financial statements included in the annual separate activity report under Art. 100n, para. 4 of POSA must be presented in XHTML format. The Management of the Company is responsible for the implementation of the requirements of the EEF Regulation when preparing the electronic format of the separate financial statements in XHTML. Our opinion is only with respect to the electronic format of the separate financial statements attached in the electronic file „ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ and does not cover the other information included in the annual separate financial statement of the activity under Art. 100n, para. 4 of POSA. Based on the procedures performed, our opinion is that the electronic format of the Company's separate financial statements for the year ending December 31, 2023, contained in the attached electronic file „ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , on which we express an unmodified audit opinion, is prepared in all material respects in accordance with the requirements of the EEF Regulation. Reporting in accordance with art. 10 of Regulation EC 537/2014 in connection to the requirements of art. 59 of the Independent Financial Audit Act According to the requirements of the Independent Financial Audit Act in connection with art. 10 of Regulation EC 537/2014 we hereby declare in addition the information set out below. Primorska Audit Company Ltd. has been appointed as the statutory auditor of the separate financial statements for the year ended December 31, 2023 of Agria Group Holding AD (the Company) by the General Meeting of the Company, held on June 26, 2023, for a period of one year. The audit commitment was accepted by an Engagement Letter dated October 17,2023. 8 The audit of the individual financial statement for the year ending December 31, 2023 The audit of the Company's separate financial statements for the year ended December 31, 2022 is the third full continuous commitment to a statutory audit of this company performed by us. We confirm that our audit opinion is in accordance with the additional report submitted to the Audit Committee of the Company in accordance with the requirements of Art. 60 of the Independent Financial Audit Act. We confirm that we have not provided the in Art. 64 of the Independent Financial Audit Act prohibited services. We confirm that in performing the audit we have kept our independence from the Company. For the period to which our statutory audit relates, in addition to the audit, we have not provided services to the Company and its companies under control, which are not specified in the Company's activity report or separate financial statements. Audit Company Primorska Audit Company Ltd. Registration number 086 Iliya Iliev General manager Marian Nikolov Registered auditor responsible for the audit Registration number 0601 March 25, 2024 1 To the Shareholders of Agria Group Holding AD Varna DECLARATION Under Article 100n (4)(3) of the Public Offering of Securities Act We, the undersigned: 1 . Iliya Nedelchev Iliev, in my capacity as a general manager of Primorska Audit Company OOD with Company’s Id. No. 103599983, with seat, registered address and contact address: Varna, General Kolev St. No. 104, floor 5, apartment 32, 2. Marian Vasilev Nikolov, in my capacity as a registered auditor with Registration No. 0601 in the register with CPOSA under Article 20 of the Independent Financial Audit Act, responsible for the audit engagement on behalf of Primorska Audit Company OOD - audit company in the register with CPOSA under Article 20 of the Independent Financial Audit Act, declare that: Primorska Audit Company Ltd. was committed to perform a statutory financial audit of the separate financial statements of Agria Group Holding AD for 2023, prepared in in accordance with the International Accounting Standards adopted by the EU, a generally accepted accounting bases defined in item 8 of the Additional provisions of the Accountancy Act under the name "International Accounting Standards". As a result of our audit, we issued an audit report dated March 25, 2024. We hereby CERTIFY that as reported in the audit report issued by us on the separate financial statements of Agria Group Holding AD for 2023, dated March 25, 2024: 1. Art. 100n, para. 4, item 3(a) Audit or’s opinion: In our opinion, the separate annual financial statements present, in all material respects, the financial position of the Company as of December 31, 2023, and its financial performance and cash flows for year than ended, in accordance with the International Accounting Standards (IAS) adopted for implementation by the European Union (EU). 2. Article 100n(4) (3b) Information regarding the related parties transactions of Agria Group Holding AD The information regarding transactions with related parties has been duly disclosed in Note 29 to the separate financial statements. Based on the audit procedures performed by us on the transactions with related parties as a part of our general audit of the financial statements, we have not become aware of any facts, circumstances or other information based on which we could conclude that the transactions with related parties have not been disclosed in the enclosed separate financial statements for the year ended December 31, 2023 in any material aspects in accordance with the requirements of IAS 24 Related Party Disclosures. The results from our audit procedures on the related parties’ transactions have been reviewed by us in the context of forming our opinion about the financial statements, not for the purpose of expressing a separate opinion on the related party transactions. 2 3. Article 100n (4) (3c) Information regarding significant transactions. Our responsibility for the audit of the financial statements, as described in the section of our report called Auditor’s Responsibility for the Audit of Financial Statements, include an assessment of whether the financial statements present the significant transactions and events in a manner which achieves faithful representation. Based on the audit procedures carried out by us in relation to significant transactions of fundamental importance for the financial statements for the year ended December 31, 2023, we have not become aware of facts, circumstances or other information based on which we could conclude that there are instances of material unreliable presentation and disclosure in accordance with the applicable IAS requirements adopted by the EU. The results from our audit procedures on the Company’s transactions and events which are of material significance to the financial statements have been reviewed by us in the context of forming our opinion about the financial statements, not with the purpose of expressing a separate opinion on these significant transactions. The certifications made in this Declaration should be viewed only and solely in the context of the auditor’s report issued by us as a result of the independent financial audit of the separate annual financial statements of Agria Group Holding AD dated March 25, 2024, for the reporting period ended December 31, 2023. This Declaration is intended only for the above-mentioned addressee and it has been prepared only and solely in accordance with the requirements set out in Article 100n(4)(3) of the Public Offering of Securities Act (POOSA) and should not be viewed as a replacement of our conclusions given in the auditor’s report compiled by us as at March 25, 2024 regarding the matters covered by Article 100n(4)(3) of the POOSA. Audit company Priorska Audit Company Ltd. Registration № 086 Iliya Iliev Managing partner Marian Nikolov Registered auditor, responsible for the audit Registration 0601 March 25, 2024