Green Earth Group NV — Annual Report (ESEF) 2023

Mar 22, 2024

DGB Group N.V.

DGB Group ANNUAL REPORT 2023

Table of contents
DGB History 3
Market & trends 4
Core achievements 5
Strategy 22
Financial statements 36
INTRODUCTION 38

DGB Group at a glance 38
Our core achievements 45
Message from the CEO 47
IMPORTANT HIGHLIGHTS 8

WHO WE ARE; WHAT WE DO 17
About us 18
Business model 19
Project status process 21
DGB history 22
Board of directors 24
Company structure 25
Share structure 26
Dividend policy 26
Shareholding structure 27
Group activities: Project development 28
Group activities: Supply & services 29
Group activities: Greentech 29
Our partners and customers 30

STRATEGIC PILLARS, PURPOSES & GOALS 31
Our purpose 31
Our goal 32
Our values 33
Our vision and principles 34

STRATEGY 35
MARKETS & TRENDS 36
RISK FACTORS 38
Strategic and business risk 38
Operational risk 45
Financial risk 47
Governance risk 49

CORPORATE GOVERNANCE 50
Corporate Governance 50
Board structure 51
Board committees 52
Compliance with the Dutch CGC 53

REMUNERATION REPORT 54
Remuneration report 54
Key considerations 54
Primary remuneration elements for 2023 55
Scope 56
Objectives 57
Summary of Board of Directors’ remuneration 57
Outlook for 2024 58

COMPLIANCE 58
Statement by the Board of Directors 59

FINANCIAL STATEMENTS 61
FINANCIAL STATEMENTS - COMPANY ONLY 62
SUSTAINABILITY REPORTING 63
Strategy, governance, and stakeholders 64
Emissions and energy 127
Sustainable forestry 159
Materials, residuals, and waste 160
Water 161
Environmental incidents 162
Employees 162
Safety 163
Business ethics 163
Human rights 164
Community 165
Sustainable sourcing 165

PROJECT PIPELINE 166
OUTLOOK 181
Carbon markets outlook 181
Carbon credit price outlook 182
High-quality credits 183
Project locations and diversification 184
Expected CO2 delivery volume 184

TERMINOLOGY & DEFINITIONS 185
DISCLAIMER 193
CONTACT INFORMATION 194

INTRODUCTION

DGB Group at a glance

DGB Group is one of the fastest-growing companies in the carbon marketplace. DGB is a purpose-driven project developer specialising in nature-based solutions, managing high-quality projects that emphasise ecosystem restoration, habitat conservation, and biodiversity enrichment.

Through our projects, products, and services, we aid companies in understanding and committing to environmental goals, assessing their environmental footprint, developing strategies for environmental solutions, and communicating their progress on sustainability transparently. We are a purpose-driven, for-profit organisation with a boots-on-the-ground approach focused on bringing excellence to the development and operation of carbon projects.

We develop high-quality, large-scale carbon and biodiversity projects accredited by leading verification standards.

We focus on nature conservation and helping biodiversity flourish by assisting governments, businesses, and individuals in achieving net zero via verified emission reduction credits.

DGB is an impactful, global company listed on the Amsterdam Euronext stock exchange with ticker code AEX:DGB. Our purpose is to make nature flourish and prosper

Selwyn Duijvestijn
CEO

Our core achievements

DGB Group’s mission is also aligned with helping companies and individuals meet the United Nations’ Sustainable Development Goals (SDGs). DGB’s afforestation/reforestation (AR) projects contribute to the following SDGs:

DGB’s energy-efficient cookstove projects contribute to the following SDGs:

• 300,000 households will be part our cookstove projects
• 31.2 million+ trees to be planted through our projects
• 250,000+ hectares of land scouted to be restored
• 60 million+ tonnes of CO2 credits in our project pipeline
• 2 million+ seedling capacity in our nurseries
• 19 projects in our project pipeline

*Disclaimer: These are expected figures that are subject to change.

Message from the CEO

As we reflect on the past year and look forward to the future, I am filled with a profound sense of pride and optimism for what we at DGB Group N.V. have accomplished and where we are headed. The year 2023 has been a landmark year for us, marked by substantial growth, strategic diversification, and a steadfast commitment to our mission of ecosystem restoration and carbon project development. As a listed, purpose-driven company, we transform nature restoration into tangible value. Our journey began modestly in 2020 with our first project, and in just a few years, we have grown our project pipeline to 60.1 million carbon credits, representing a remarkable +58% year-over-year growth from 2022 to 2023. We are now one of the leading project developers worldwide and a leading reforestation developer for agroforestry in Africa. This expansion is not just a number; it's a testament to our team's hard work, dedication, and belief in the potential of nature-based solutions to address some of the most pressing environmental challenges of our time. Our projects are designed for real impact, following best practices and offering equitable outcomes. This year, we took significant strides in diversifying our project portfolio, venturing into new domains with the inclusion of plastic and biodiversity credits. This strategic pivot underscores our commitment to innovation and sustainability, ensuring that DGB remains at the forefront of environmental impact. The carbon market is on the cusp of exponential growth, driven by a near-universal consensus on the need to scale up efforts to meet global net-zero objectives. Governments and private companies alike recognise the critical role carbon markets play, and DGB is uniquely positioned to capitalise on this momentum. Our boots-on-the-ground approach, operational excellence coupled with on-time and on-budget delivery, and focus on high-quality, verified carbon credits have set a solid foundation for our continued success. Financially, we have taken bold steps to ensure the robust development of our project pipeline. By issuing green bonds with attractive risk-adjusted returns and offering forward credits at discounted rates, we have attracted environmentally conscious investors and secured the necessary funding to bring our ambitious projects to fruition. We are actively exploring innovative financing options to further enhance our capabilities and impact. As we stand on the brink of our first year of carbon credit issuance, with the first revenue generation from carbon credits from our pipeline set to be generated, the anticipation and excitement within DGB are palpable. This is what we have been working towards. This milestone is not just a marker of financial achievement but a validation of our years of hard work, dedication, and belief in the transformative power of our projects. After four years of dedicated investment, the time has come to harvest the first fruits of our initiatives. In 2024, DGB is positioned to deliver the culmination of our strategic efforts, offering investors the long-awaited rewards of their commitment. Now, more than ever, is the opportune moment to invest in our vision for a sustainable and prosperous future. Following this year, our projects will generate credits yearly, creating a recurring revenue stream from each project. Moreover, our continued listing on Euronext Amsterdam fortifies our commitment to regulatory compliance, proactive governance, and financial transparency. This achievement enhances our visibility in the global market and opens doors to a broader investor base, supporting our long-term objectives and mission. We will focus more on our stock market listing going forward now that we have the security in place. As we move forward, we do so with the knowledge that our work has never been more important. The challenges facing our planet require bold actions and innovative solutions. At DGB, we are committed to leading the charge, developing and managing projects that not only contribute to environmental sustainability but also offer robust financial returns for our investors. I want to extend my deepest gratitude to our team, investors, and all our stakeholders for their unwavering support and commitment. Together, we are making a difference, one project at a time. Here's to a prosperous and impactful year ahead. Sincerely,

IMPORTANT HIGHLIGHTS

DGB Group signs agreement with leading car manufacturing company for its chimpanzee habitat restoration project
DGB has signed an option agreement with a prominent car manufacturing company, granting them the exclusive option to purchase Gold Standard Verified Emission Reductions (VERs) from DGB's Bulindi Chimpanzee Habitat Restoration Project in Uganda. The option agreement allows the client to contribute to and benefit from the environmental impact and carbon emission reductions achieved by the project. DGB holds all VERs, receiving a €40,000 reservation fee, deductible from the final purchase. The transaction is to be finalised by April 2024. “This underscores the intrinsic value and practical impact of our projects, … . It exemplifies our capacity to transform the projects we've meticulously crafted and nurtured over the years into generating cash flow and prospective revenue.# IMPORTANT HIGHLIGHTS

"After more than three years of dedicated development, we are poised to transition into a phase of revenue generation, marking a significant milestone in our journey.” Selwyn Duijvestijn CEO

DGB Group sells stake in Statix Artificial Intelligence BV

DGB has sold its 75% stake in Statix Artificial Intelligence BV, a strategic move following a successful joint software development period. This divestment is in line with DGB's long-term strategy to scale its core business activities, solidifying its position as a leading boots-on-the-ground carbon project developer. The collaboration between DGB and Statix resulted in the creation of innovative tools, including the Carbon Calculator launched on 23 December 2021, facilitating continuous carbon footprint calculations for businesses striving for net-zero emissions.

DGB will further enhance the Carbon Footprint Calculator through its in-house software development team, complementing its ongoing habitat banking project focused on financing nature restoration through biodiversity credits. While Statix continues its specialization in AI solutions, DGB harnesses satellite data, artificial intelligence, and machine learning to bolster data collection for its nature-based solutions, ensuring high-quality Measurement, Reporting, and Verification (MRV) processes and project quality.

HONGERA REFORESTATION PROJECT

DGB Group advances A/R project to the feasibility study phase in the Democratic Republic of the Congo

DGB has progressed its afforestation/reforestation (A/R) project in the Democratic Republic of the Congo to the feasibility study phase, demonstrating its commitment to environmental conservation and ecosystem restoration in Sub-Saharan Africa. The project aims to enhance carbon sequestration, biodiversity preservation, and ecosystem restoration over its lifespan, estimated to generate 5,789,697 verified carbon units. With a designated planting area of 22,357 hectares, the project exemplifies DGB's dedication to sustainable ecosystems.

The decision to employ Verra's or the Gold Standard’s A/R methodology will be finalized after the feasibility study. The study will delve into technical, environmental, social, and economic dimensions, emphasizing community engagement to align the project with local needs. DGB plans to complete the feasibility study by Q4 2023.

DGB partners with the Republic of Côte d'Ivoire

DGB has signed a Memorandum of Understanding with the Republic of Côte d'Ivoire and AGRO-MAP to conduct a feasibility study on reforesting classified forests for carbon credit generation. The Republic Côte d'Ivoire has experienced significant deforestation, and the Ministry of Water and Forests has established a strategy to restore the country's forests. DGB, alongside AGRO-MAP, aims to support the government in implementing this strategy through transparent collaboration.

The partnership will focus on forest protection, restoration, and conservation, as well as capacity building and the sensitisation of communities of forestry policy. DGB sees the potential for significant positive change, reforestation, and biodiversity preservation, benefiting both the environment and local communities.

HONGERA ENERGY EFFICIENT COOKSTOVES PROJECT

DGB receives €450,000 payment for carbon credit sale

DGB has achieved a key milestone in its Hongera Energy Efficient Cookstoves Project in Kenya. The project aims to manufacture and distribute 150,000 energy-efficient cookstoves and generate verified carbon reduction credits. A renowned buyer has committed to purchasing 507,720 carbon credits from the project, providing cash payments of €1.7 million upon reaching certain milestones. The project has advanced to the next phase as its Project Design Document was submitted to an external auditor.

DGB received €450,000 for accomplishing this milestone on 5 May 2023. DGB's dedication to nature conservation and biodiversity is evident through its progress in the fast-paced carbon market and pipeline valued at €23.67 million. As a prominent carbon project developer and ecosystem restoration company, DGB Group is dedicated to positively impacting the planet and achieving robust financial growth. These payments showcase DGB's capacity to generate cash flow during the development of our projects. Our projects not only reduce CO2 emissions but also greatly benefits local communities.

I am enthusiastic about the potential of our entire project pipeline to generate considerable revenue through selling verified emission reduction credits while contributing to a sustainable future. This order highlights our ability to generate cash flow and emphasizes the credibility and effectiveness of our projects. Selwyn Duijvestijn CEO

DGB Group's continued stock market listing

DGB solidified its position in the European financial markets by ensuring its continued listing on Euronext Amsterdam. This milestone is a testament to DGB's steadfast commitment to regulatory compliance, proactive governance, and financial transparency and marks a pivotal moment in its journey towards sustainable growth and environmental stewardship.

The confirmation of DGB's continued listing came after the company received a crucial assignment letter from a European Public Interest Entity (PIE) audit firm, a move that effectively halted the delisting process. This development underscored DGB's diligent efforts to adhere to the highest standards of financial and regulatory practices, ensuring its operations remain transparent and accountable to investors, stakeholders, and the wider community.

By remaining listed on Euronext Amsterdam, DGB has reinforced its visibility in the global marketplace, opening doors to a broader investor base and bolstering its capacity to attract further investment. This, in turn, supports DGB's long-term objectives of driving impactful environmental projects and contributing significantly to global sustainability goals. As DGB looks to the future, its continued listing on the stock market is a strong foundation for it to build upon. This milestone is not just a highlight of the past year but a stepping stone towards achieving a greater impact in the years to come.

HONGERA REFORESTATION PROJECT

DGB appoints KPMG as independent audit firm

DGB has appointed KPMG as the independent audit firm for DGB Green Earth Limited, the holding company for all its projects and activities. This is a key step in the Board of Directors' organizational restructuring plan to maintain the company's listing on a robust exchange. With KPMG's reputable international capabilities, it will audit and report on the consolidated financial statements for the previous and subsequent financial years. The appointment of an external audit firm aligns with Euronext Amsterdam's rule mandating a Public Interest Entity (PIE) audit firm to avoid delisting.

HONGERA ENERGY EFFICIENT COOKSTOVES PROJECT

KPMG is a well-respected top-tier global accounting firm with a strong practice. KPMG has worked with various businesses who operate in the carbon markets and the Irish team has been involved in this market since the early 2000s. KPMG offered us a fair fee and I am confident DGB will receive a first-class, efficient audit service, delivered by experts who have a deep knowledge of the origination and sale of carbon credits, that adds real value to our operations. Selwyn Duijvestijn CEO

DGB leadership team increases share ownership

DGB has announced significant share purchases by its directors, signaling their confidence in the company's growth potential and unwavering commitment to its success. The investment in non-listed shares directly contributes to financing DGB's project pipeline. CEO S A M Duijvestijn now holds 4.65% of total shareholdings, Director of Operations T Donia holds 4.47%, and Director of Finance N van Houdt holds 0.37%. Additionally, other employees also hold shares and options, fostering a shared vision, motivation, and a strong incentive structure that rewards contributions to DGB's remarkable growth.

These purchases demonstrate the leadership team's belief in the company's bright future and propel DGB's mission forward.

I am excited to be a part of the company's journey to be investing in DGB. The company has a portfolio of projects that will demonstrate real outcomes, and it has a clear vision for the future. I strongly believe in our ability to drive growth and the fundamental concepts of nature-based solutions. Thomas Donia Director of Operations

GREENZONE REFORESTATION PROJECT

Who we are; what we do

Cordia africana

BULINDI CHIMPANZEE HABITAT RESTORATION PROJECT

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (SUDAN TEAK)

WHO WE ARE; WHAT WE DO

About us

DGB stands for Dutch Green Business Group N.V., a publicly-traded purpose company. DGB consists of a group of companies focused on ecosystem restoration, biodiversity conservation, and nature-based carbon credits (carbon units).

The world’s ancient and endangered forests are being logged at an alarming rate, putting forests, animal species, and communities at risk. The scale of global ecosystem restoration that needs to be undertaken in the coming years is therefore tremendous. This is why DGB develops business solutions to make nature restoration profitable through large-scale projects. Our projects involve protecting, restoring, and creating habitats to restore nature at scale. We invest, manage, and develop projects that generate verified biodiversity and carbon credits.

DGB's carbon credits allow companies and individuals to achieve carbon neutrality while positively impacting nature.# WHO WE ARE; WHAT WE DO

DGB has mapped opportunities and locations globally and is committed to scaling up both mandatory and voluntary investments. DGB is committed to investing in nature and bringing back nature where it cannot return unaided. As a purpose-driven company, we aim to promote and support nature conservation, biodiversity, and ecosystem restoration on the global agenda of decision-makers and policymakers. DGB also pursues international targets. This includes achieving a 25% increase in public and private organisations participating in nature and biodiversity conservation by 2030, increasing employment and the participation of regional communities in nature and biodiversity conservation, and establishing a national long-term biodiversity monitoring and reporting system by 2030. DGB's activities result in a flourishing and prospering nature. DGB's assets consist of projects where nature is being protected, restored, or created. DGB offers green bonds, carbon credits, biodiversity credits, and plastic credits to offset carbon emissions and invest in nature, making us a leader in the voluntary carbon market.

HONGERS REFORESTATION PROJECT

Business model

The DGB business model works as follows:

• DGB raises capital and uses it to develop, scale, and manage its nature-based projects.
• We develop different types of projects, such as reforestation, afforestation, efficient cookstove projects, and other social projects benefitting local communities. These projects generate carbon reduction and biodiversity credits through the emissions they sequestrate and the biodiversity benefits they create.
• The projects, and carbon and biodiversity credits they generate, are then accredited by independent verification bodies according to leading verification standards.
• The carbon and biodiversity credits are then sold on the market to generate revenue. We help governments, businesses, and individuals reach their net-zero goals and invest in nature with our verified credits.

Reduction and compensation

• Carbon compensation and reduction go hand in hand. To reach sustainability and environmental goals, businesses need to reduce their CO2 emissions as well as compensate for them.
• Some emissions are unavoidable and cannot be reduced. They must be offset to ultimately make a positive impact.
• Compensating for emissions is therefore key for holistic sustainability and long-term impact. Carbon credits (carbon units) are used to compensate for unavoidable emissions and are a vital tool for restoring nature.
• DGB’s verified carbon units help organisations compensate for emissions and reach sustainability goals while restoring nature at scale.

Project status process

1. Project scouting: A project lead is generated in line with the company strategy, with sufficient value potential, that is considered by the operations team for a pre-feasibility analysis.
2. Pre-feasibility study: An early analysis of the potential project is performed for risks, opportunities, and opportunity costs.
3. Feasibility study: A complete feasibility study is performed to map the project’s economic, social, and environmental impacts and opportunities alongside risk analysis and opportunity costs.
4. Project design: The project is developed using a specific methodology. Project agreements are concluded with suppliers/ partners/investors/buyers. The project is registered with a certifying body and receives a listing ID.
5. Project validation: The project undergoes validation by an independent validation/verification body that assesses the project's emissions reductions and confirms that it meets the requirements of the carbon certification programme.
6. Project implementation: After the certifier has validated and verified the whole project, it issues the first project credits to the project developer, who can now start to sell the credits.
7. Periodic verification: The project is under management to ensure ongoing compliance. Further credit issuances are also made.
8. Project completion: The project is now completed, and all credits are issued.

DGB History

DGB is a public company trading on Euronext Amsterdam since 1957. With a history in the paper and printing industry, over time, the group transformed into an energy conglomerate with a strong focus on renewable energy. In recent years, the focus of its activities shifted towards the sustainability sector and nature-based solutions. Before DGB was named the Dutch Green Business, the listing was named Roto Smeets. In 1806, Matthias Hubertus Smeets (Maasbracht, 1806– Weert, 1853) started a shop selling stationery, annexe bookbinding, and printing in the Netherlands. On 1 January 1957, all the company activities were combined into the Roto Smeets Group. The company went public on the Amsterdam Stock Exchange with the same holding structure DGB Group still holds today. From 1906–1907, a new printing house was completed on Nieuwstraat, and the company was given the designation: Hoffeverancier. Cigar bands and advertising material were printed for Philips, among other things. A branch office was opened in London in 1927 and later one in Amsterdam in 1929. Sales offices were established in Belgium in 1945, the Federal Republic of Germany in 1950, and France in 1955. In 1980, more than 950 people worked for the Roto Smeets Group. Many things were printed, such as the official state portrait of Queen Juliana, reproductions for, among other things, Public Art Property and the editions of Life and Time for continental Europe. On the company’s 150th anniversary in 1980, it acquired the designation: Royal (in Dutch, Koninklijke).

On 22 July 2020, DGB appointed Selwyn Duijvestijn to lead the company as CEO. The appointment followed his involvement as a 14% stakeholder in DGB through one of his funds since 2017. The goal was to become a leading, high-impact investor in the sustainability sector, delivering competitive returns for shareholders while creating positive social impact through green business activities. Following the digitalisation in the 21st century, in an Extraordinary Meeting of Shareholders of Roto Smeets Group held in September 2015, it was decided to sell the printing activities. Following the sale of the printing activities in October 2016, the company changed its name to DGB Group after its energy activities represented most of its business. DGB supplied gas and electricity from 2006, focusing on sustainable energy from the agricultural sector, including biomass, solar, wind, and hydropower. On 4 September 2020, DGB sold its (renewable) energy subsidiaries to specialise solely in nature-based solutions and the origination of carbon credits. M Logtenberg stepped down as chairman of the board and sold his 64.64% stake in the company to the Prosper And Nature Foundation, led by Hilda van der Meulen. In April 2022, after continued momentum, DGB reported a project pipeline of over 13.6 million tonnes of carbon credits ready for offtake agreements, making it the largest project developer of carbon credits in the Netherlands. DGB continues to pursue its strategic objective of becoming a world-leading project developer of high-quality, large-scale carbon and biodiversity projects accredited by third parties. In December 2023, DGB boasted a formidable project pipeline strategically positioned to generate over 60.1 million carbon credits. It includes 19 projects, 7 of which are large-scale initiatives actively under development and management. At the Annual General Meeting of Shareholders on 4 February 2021, after careful consideration of the strategic, economic, and financial aspects for all stakeholders, Selwyn Duijvestijn stated the mission for DGB for the following years: ‘A successful outcome in the reforestation of the planet requires a commercially viable company driven by purpose with significant on-the-ground organisational capabilities. The strength of DGB lies in the fact that we can economically speed up the reforestation process. The listing allows us to finance our operations through private arrangements with individual shareholders, family offices, venture capital firms or alliances with larger corporations through loans, bonds or equity deals. We can offer securities for our shareholders in the acquisition of existing forests, lands, or companies. A listing allows us to match and access the capital requirement for the job with the urgency of what is needed and the increasing demand to see reforestation occur planet-wide.’

Board of directors

Selwyn Duijvestijn serves as the CEO of DGB. Bringing nature conservation and protection to the public domain drives him. Since stepping into this role, Duijvestijn championed the redirection of DGB. Under his leadership, DGB transitioned from being a renewable energy company to a company that focuses solely on nature restoration and nature conservation. Duijvestijn has over 15 years of experience as an entrepreneur and stock market expert in the financial world. Being a veteran in the world of finance, Duijvestijn brought a wealth of knowledge and expertise about finances to DGB.

EXECUTIVE BOARD	LEADERSHIP BOARD	AMBASSADORS
Selwyn Duijvestijn	Fabrizio Vaccaro	Haron Wachira
CEO	Chief of Staff	Project Director Kenya
Thomas Donia	Niels van Houdt	Theodore Oben
Director of Operations	Director of Finance	Project Director Cameroon
Hilda v/d Meulen		Dr Matt McLennan
Director of Quality		Project Director Uganda
		James Wachieni
		Project Operations Kenya

Advisory Board

• Ajay Hoxha
• Rieks Bosch

Company structure

Share structure

The authorised capital of DGB amounts to €750,000 and is divided into 18,750,000 ordinary shares, 18,749,900 preference shares, and 100 priority shares, each with a nominal value of €0.02.# The issued capital is 11,400,349 ordinary shares and 100 priority shares. 4,052,175 of the ordinary shares are listed on Euronext with ticker code AEX: DGB and ISIN-code NL0009169515.

Dividend policy

DGB intends to pay an annual dividend representing sustainable long-term value for its shareholders. Per the existing dividend policy, a substantial payout is maintained. Dividend payments depend on DGB’s nancial results and equity. In the event of dissatisfying results or investments, a dividend would likely not be distributed that year. If a loss were incurred in any year, no dividend would be paid for that year. Various factors are considered in a dividend proposal, such as the nancial and operating result, the capital position, legislation and regulations, and whether the resources required are available for repayment or investments.

DGB is pleased to share its optimistic outlook on dividend distribution following a period marked by signicant development and the promising prospect of our rst carbon credit issuance. The decision to distribute dividends will, as always, depend on a comprehensive assessment of DGB’s nancial results, capital position, and the broader regulatory environment. It will also take into consideration our strategic needs for reinvestment into the business to fuel further growth and development. We are mindful of the importance of maintaining a balance between rewarding our loyal investors and ensuring the long-term success and sustainability of our operations.

Looking ahead, we are optimistic about the possibility of initiating dividend payments to our shareholders as early as 2025. This comes after years of meticulous planning, development, and the nearing milestone of issuing our rst carbon credits—a signicant achievement that not only underlines our commitment to environmental stewardship but also marks a pivotal moment in our journey towards nancial growth and shareholder value creation.

WHO WE ARE; WHAT WE DO 27

Shareholding structure

WHO WE ARE; WHAT WE DO

Group activities: Project development

DGB is a leading project developer focusing on ecosystem and biodiversity restoration and nature conservation through carbon credits (carbon units). We have a comprehensive and lengthy process for project development, which includes sourcing land, conducting feasibility studies, compiling project design documents, and nally, selling the carbon credits generated by the project. These tasks and supporting activities can be performed by dierent parties, some of which are under central management.

We operate in two primary markets: the veried (voluntary) carbon market and the habitat banking market. In the veried carbon market, companies voluntarily purchase carbon credits to compensate for their emissions and achieve sustainability goals. In the habitat banking market, we provide credits for projects that reduce carbon emissions, prevent biodiversity loss, and protect wildlife.

We are continuously improving our methodology for certication, including the use of AI and machine learning techniques. DGB is actively involved in risk management and monitoring to ensure the ongoing success of our projects. A key component of our risk management and monitoring is active ownership. Our team is engaged in targeted objectives, ensuring a collective and active stewardship approach. We drive engagements where we see scope for improvement, leading to improved risk management and monitoring and generating high-quality credits.

28 WHO WE ARE; WHAT WE DO

Group activities: Supply and services

As part of our commitment to sustainability, we help companies achieve their environmental goals by working closely with them to drive more sustainable investments that serve people and the planet. We also actively engage with thought leaders and other non-prot organisations to promote environmental conservation and restoration.

Veried carbon markets are growing rapidly as more and more companies worldwide commit to achieving net-zero emissions. We understand the challenges around sustainability that many companies face. We aim to educate the community that it is okay to sacrice short-term returns for the long-term benet of sustainable value creation for stakeholders from both a nancial and a societal perspective. Our long-term investment horizon, coupled with strong measurable results, leads to a sustainable competitive advantage that replicates the success of our projects for many years, making us more resilient.

DGB is committed to helping companies achieve sustainability goals and, simultaneously, restoring and conserving ecosystems, biodiversity, and nature through carbon credits (carbon units). We are proud to be the pioneers in combining the harnessed power of AI methods with the certication of carbon credits. We have mapped opportunities and locations globally, with existing plans to realise new natural habitats, and we will continue to lead the way in the veried and habitat banking markets. With our premier carbon credits, we help companies compensate for their carbon footprint and reach their sustainability goals.

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Group activities: Greentech

Greentech empowers organisations and communities with cutting-edge satellite data analysis and AI solutions to drive sustainable and impactful decisions towards a healthier planet. Our Biodiversity Assessment and Monitoring service provides regular assessments and monitoring services to measure conservation projects’ impact and monitor ecosystems’ health. Our satellite data analysis and AI models help organisations and governments understand the environment’s health and changes and make informed decisions on their conservation eorts. We provide clients with accurate, up-to-date, and reliable data that is essential for successful conservation projects. With our expertise and technology, we help ensure the longevity of biodiversity and protect our planet's ecosystems.

There are several ways that AI can be applied to satellite data for biodiversity assessment and monitoring:

• Image classication: AI algorithms can automatically classify satellite images into dierent categories, such as forests, wetlands, and grasslands.
• Object detection: AI can identify and track specic objects in satellite images, such as wildlife, habitats, and conservation sites.
• Change detection: AI algorithms can detect changes in land cover over time, such as deforestation or degradation of ecosystems.
• Predictive modelling: AI can create predictive models of biodiversity and ecosystem health based on satellite data and other sources of information.
• Data analysis and visualisation: AI algorithms can analyse and visualise satellite data, helping to identify patterns and trends that may be useful for decision-making in conservation and ecosystem management.

By leveraging AI and satellite data, our services can provide more accurate, timely, and cost-eective assessments of biodiversity and ecosystem health, helping to support conservation eorts and informed decision-making.

Selwyn Duijvestijn
CEO

WHO WE ARE; WHAT WE DO

Our partners and customers

The sheer scale of global challenges ahead means we must collaborate with like-minded organisations that share our sustainable future vision. The private sector is hugely inuential. We cannot address any big challenges facing our world without the support of businesses. As of mid-2023, more than 1,400 organisations in over 25 countries have made net-zero pledges.

DGB works with political leaders, government departments, regulators and advisory bodies, as well as others in business, nance, and research, to accelerate change in the most ecient and socially just way.

Our most important focus groups are:

• Landowners: to conserve, protect, and restore their land.
• Investors: for the upfront nances needed to run our business.
• Clients: our customers who buy credits from us.
• Local communities: who play a signicant role in the execution of our projects.

DGB helps clients embark on ambitious journeys that reduce business costs, build resilience, and mitigate risks while positively impacting the environment and society. Time has proven that corporations that operate sustainably perform better in the long term. They become more resilient and gain a competitive edge on quality. The pressures they face come from regulatory bodies, governments, and clients, who, now more than ever, require funds to be invested responsibly. As the world evolves, investors seek companies with innovative solutions to navigate the new landscape.

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DGB´s projects do exactly that: They deliver robust returns for investors generated by innovative solutions. Investment is channelled into a fund for nature conservation and restoration projects. We aim to drive investment capital toward a net-zero world, delivering strong nancial returns through modern nancial technology.

DGB provides exposure to the global market, where we forge strong relationships and brokerage platforms. We pride ourselves on being inuencers in this market whilst operating under strict regulations as a publicly-traded company.

DGB engages clients and partners in our tangible projects through otake agreements and expert management. Given the co-benets embedded in specic carbon projects, carbon credit buyers not only oset emissions but also create signicant Environmental, Social, and Governance (ESG) impacts and help meet the United Nations’ Sustainable Development Goals (SDGs).

The participation of institutional markets, asset managers, and pension funds in the sustainability market is growing. DGB will harness this sustainability funding power to help accelerate the world’s transition to net zero.# Selwyn Duijvestijn CEO Strategic pillars, purposes, and goals

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP

GREENZONE REFORESTATION PROJECT (MACADAMIA)

Macadamia integrifolia

STRATEGIC PILLARS, PURPOSES, AND GOALS

Our purpose

DGB envisions a healthy and vibrant world where our natural ecosystems support a flourishing diversity of life on Earth. Resilient habitats with high biodiversity will enable us to live healthy, sustainable lives. Our purpose is to help nature flourish and prosper.

STRATEGIC PILLARS, PURPOSES, AND GOALS

Our goal

DGB strives to safeguard nature, help people live more sustainably, and take action against deforestation and desertification. We aim for a world where society is diverse and just, the economy respects natural capital, and leaders value nature and account for biodiversity. Our goal is to make 2 billion hectares of nature flourish and prosper.

We achieve our purpose and goal via nature conservation, ecosystem restoration, and habitat development.

STRATEGIC PILLARS, PURPOSES, AND GOALS

Our values

The values underpinning our engagement with the world and each other are clear, compelling, and compassionate, yet uncompromising. Our sense of urgency to restore nature is driven by the need to meet the challenges of our time—the crises of biodiversity loss, deforestation, and desertification.

• Creative collaboration—Saving the planet is not for the faint-hearted. That is why we aim to collaborate creatively, bringing joy and a playful spirit to the struggle. We need imaginative solutions to address today's challenges. Our work is built on changing behaviours and society’s values to protect nature. We bring creativity and playfulness to inspire and energise our work and those with whom we work. We respect all life forms on Earth as we realise they all have an intrinsic value.
• Integrity—We hold ourselves to a high standard of moral integrity and quality work. We care deeply and challenge ourselves directly for environmental change. We produce creative and compelling work grounded in science and rigorous research. We are radically candid, fair, trustworthy, and respectful in our interactions with each other and external partners. We focus on generating value in all relationships, as we consider it a privilege to work for our planet and forests’ health.
• Restless leadership—We are driven to secure changes proportional to the ecological crises we face. This will require us to aspire, take risks, and redefine what is possible. We are focused on our mission whilst constantly looking for more effective ways to achieve our goals. When confronted with obstacles, we stay optimistic, curious, and solution-focused in our efforts to protect and celebrate our planet’s natural systems.
• Tenacious ambition—We match the urgency of environmental crises with the scale of our ambition, determination, and love for nature. We seek transformative change throughout industry and society. Our solutions are big, bold, and innovative. We seek powerful partners equally motivated to make these solutions the new norm.

STRATEGIC PILLARS, PURPOSES, AND GOALS

Our vision and principles

We operate based on the following principles:

• Nature is best conserved by protecting existing natural habitats.
• Natural ecosystems are dynamic but have a finite capacity to recover from external threats, impacts, and pressures. Building resilience recognises the critical links between ecological and social systems.
• All humans benefit from nature; all humans can and should therefore contribute to its wellbeing.

DGB envisions a connected world where businesses and organisations collaborate to conserve the planet and wildlife.

• Our efforts to conserve nature must acknowledge and respect local communities' culture, values, innovations, practices, and knowledge.
• Effective conservation of nature operates across public and private tenures.
• We believe nature-based solutions are needed to prevent our world from deteriorating to a point where it can no longer support life due to deforestation, pollution, and climate instability. We focus on positive engagement and flourishing and prospering nature, avoiding doom-and-gloom discussions about global warming.
• A well-designed free market is an effective policy instrument that attributes economic value to nature and encourages conservation investment. Billions of euros are needed to achieve our purpose. We thus strive for a free-market solution based on an economic business model.
• DGB utilises carbon and biodiversity credits (units) to achieve our purpose. These credits attribute value to nature and enable investments in nature-based solutions.
• A high-tech approach is needed to restore nature. We harness the latest smart technologies to secure the best outcomes for DGB, its customers, and the planet.
• Our listing as a public purpose company allows for transparent economic growth and accelerated achievement of our goals. DGB is by the public, for the public. Our shareholders benefit from a healthy green world, and the public is incentivised to benefit from our operations’ results and financial gains.
• Environmental knowledge is still limited and evolving. Still, we should apply the precautionary principle while using new science and practical experience to adopt adaptive management approaches. The precautionary principle means the lack of full scientific certainty should not hinder a measure that prevents environmental degradation with threats of serious or irreversible damage.

STRATEGY

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP

(AFRICAN CHERRY)

Prunus africana

HONGERA REFORESTATION PROJECT

STRATEGY

DGB's strategy is focused on achieving a flourishing and prospering natural world by engaging all sectors of society, including government, businesses, and communities. Our main market listing offers accelerated economic growth, global investor access, absolute transparency, strict regulations, and a leveraged effect for high valuation benefits. This strategy is based on three action priorities:

1. Engaging all humans
2. Building ecosystem resilience in a changing environment
3. Getting valuable, measurable results

DGB's strategy is purpose-driven, business-focused, and based on evidence-based priorities for action. Our action priorities form the basis of our business model and offer a pathway for further revenue growth. By engaging all humans, building ecosystem resilience, and getting valuable, measurable results, we can achieve a flourishing and prospering natural world.

Engaging all humans

is essential for the success of nature conservation efforts. It involves mainstreaming nature conservation, increasing Indigenous engagement, and enhancing strategic investments and partnerships. We aim to integrate nature into decision making, so it becomes everyone's business and is part of every relevant transaction, cost, and decision. We recognise the importance of Indigenous people in nature conservation and strive to increase their engagement through employment, partnership, and participation. Cooperation between different parts of the community is essential to increase engagement in nature conservation. We encourage private funding for nature conservation and partnerships between sectors to achieve successful outcomes.

Building ecosystem resilience in a changing environment

is vital for the persistence of nature. We focus on protecting biodiversity, maintaining and re-establishing ecosystem functions, and reducing biodiversity threats through a whole-of-ecosystem approach. Protecting the diversity of ecosystems, species, and genes is fundamental to our conservation efforts. We also aim to reduce threats to biodiversity, such as habitat loss and invasive species.

Getting valuable, measurable results

is necessary to ensure our nature conservation efforts are prioritised and targeted efficiently. We improve and share nature knowledge, deliver conservation initiatives efficiently, and implement robust national monitoring, reporting, and evaluation measures. Improving knowledge access and application, aligning relevant activities with our strategy, and monitoring natural habitats’ state and conservation actions’ success are all critical to achieving our goals.

MARKETS & TRENDS

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP

(ORANGE)

Citrus sinensis

HONGERA REFORESTATION PROJECT

MARKETS & TRENDS

Market and trends

Global mega-trends underpin our business strategy. It drives the demand for carbon credits and supports our growth opportunities. These trends create long-term opportunities for DGB.

Increasing demand for carbon credits

Over the past year, we witnessed an unprecedented surge in demand for carbon credits as companies and countries set ambitious targets to reduce their carbon footprint. This trend is expected to continue in 2024 and beyond, with a growing number of businesses looking to invest in carbon offset projects to meet their sustainability goals. As demand for carbon credits rises, we see an increase in credit prices, providing a greater incentive for businesses to invest in carbon reduction projects. This is a positive development for the environment, as more carbon offset projects will be implemented, leading to reduced carbon emissions and a cleaner planet for future generations. At DGB, we are proud to be at the forefront of the carbon offset market, providing businesses with a range of high-quality carbon credits to achieve their sustainability targets. Our team of experts works tirelessly to identify the most effective and innovative carbon offset projects around the world. We constantly strive to improve our offerings to meet the evolving needs of our clients. We believe the increasing demand for carbon credits is a positive trend with far-reaching benefits for the planet and businesses committed to sustainability.# MARKETS & TRENDS

Development of new conservation credits

There has been a growing push to develop more verifiable, permanent, and environmentally beneficial carbon credits. This trend is expected to continue in 2024, with a particular focus on biodiversity and plastic credits. Biodiversity credits are a new type of carbon credit that considers conservation and restoration projects' positive impact on biodiversity. These credits can be earned by companies investing in projects that protect or restore natural habitats, thereby creating positive environmental outcomes beyond carbon reduction. It creates a new opportunity for businesses to demonstrate their environmental commitment and contribute to biodiversity protection. Plastic credits are another type of carbon credit that recently emerged, aiming to address the problem of plastic waste in our oceans and landfills. These credits can be earned by companies investing in plastic waste reduction projects, such as recycling or waste-to-energy projects. It creates a new opportunity for businesses to reduce their environmental impact and contribute to reducing plastic pollution. At DGB, we closely monitor the development of new types of carbon credits. We are committed to providing our clients access to the latest and most innovative solutions to help them achieve their sustainability goals. We believe the development of new types of carbon credits is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include new types of carbon credits, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world. With our team of experts and commitment to innovation, we are well-positioned to be a leader in developing new types of carbon credits and providing our clients with effective and sustainable solutions.

The emergence of new carbon markets

In recent years, we saw the emergence of new carbon markets around the world, particularly in Asia. These new markets, such as the Chinese national carbon market and the Korean Emissions Trading Scheme, are in addition to existing markets, such as the EU Emissions Trading System and the California Cap-and-Trade Program. This trend is expected to continue in 2024 and beyond as more countries look to establish their own carbon markets to achieve their environmental goals. The growth of new carbon markets is a positive development for businesses committed to sustainability. It gives them a wider range of options to purchase carbon credits and meet their emissions reduction targets. It also provides more opportunities for implementing innovative carbon offset projects, leading to greater reductions in carbon emissions and a cleaner planet for future generations. At DGB, we are closely monitoring the emergence of new carbon markets, and we are committed to providing our clients with access to high-quality carbon credits from a range of global markets. Our team of experts constantly evaluates the latest developments in carbon markets and looks for new and innovative ways to help our clients achieve their sustainability goals. We believe the emergence of new carbon markets is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include carbon credits from a wider range of markets, we are confident we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world.

MARKETS & TRENDS

Carbon Border Adjustment Mechanisms

Carbon Border Adjustment Mechanisms present a significant opportunity for DGB to expand its role in the global carbon credit market. Carbon Border Adjustment Mechanisms are designed to address the risk of carbon leakage where companies relocate production to countries with less stringent climate policies to avoid the costs associated with reducing emissions. By imposing a carbon price on imported goods based on the emissions generated during their production, Carbon Border Adjustment Mechanisms level the playing field for domestic industries and encourage global decarbonisation. As a leading carbon project developer and ecosystem restoration company, DGB can capitalize on the growing demand for carbon credits created by Carbon Border Adjustment Mechanisms. By offering high-quality, verifiable credits to organisations seeking to compensate for their emissions, DGB can help companies comply with these new regulations and meet their decarbonisation goals.

Integration with other ESG initiatives

As companies continue to focus on sustainability and reducing their carbon footprint, carbon markets are increasingly integrated with other Environmental, Social, and Governance (ESG) initiatives. This trend is expected to continue in 2024 and beyond as more companies want to align their carbon reduction efforts with other sustainability goals. One example of this integration is using carbon credits to offset emissions while investing in renewable energy and other sustainability projects. This allows companies to address their carbon footprint while also making broader contributions to the environment and society. At DGB, we recognise the importance of integrating carbon markets with other ESG initiatives and are committed to working with our clients to develop comprehensive sustainability strategies. Our team of experts has extensive experience in carbon markets and other sustainability initiatives and can provide our clients with guidance on the most effective ways to achieve their sustainability goals. We believe integrating carbon markets with other ESG initiatives is a positive trend with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include comprehensive sustainability solutions, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world.

MARKETS & TRENDS

Sustainability among young people

The growing concern over climate change and sustainability led to heightened awareness and engagement among young people. This trend is expected to continue in 2024 and beyond as more young people become passionate advocates for sustainability. Young people increasingly demand that businesses take action on climate change and become more sustainable. They are also seeking out career opportunities that allow them to work towards a more sustainable future. This trend is driving greater attention to sustainability and putting pressure on businesses to take action. At DGB, we recognise the importance of engaging with young people and are committed to working with them to create a more sustainable future. We believe this trend is a positive development with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings and work with young people to develop comprehensive sustainability strategies, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world.

Greentech & climatetech

The focus on sustainability and reducing carbon emissions led to a surge in innovation and investment in greentech and climatetech. This trend is expected to continue in 2024 and beyond as more companies seek innovative solutions to address their carbon footprint. Greentech refers to technologies designed to reduce human activities’ impact on the environment. It includes renewable energy sources, energy efficiency solutions, and sustainable transportation, among others. Climatetech refers to technologies that address climate change and its impacts, such as carbon capture and storage, carbon offsetting, and climate modelling. At DGB, we are closely monitoring the development of new greentech and climatetech solutions and are committed to providing our clients with access to new, innovative technologies to help them achieve their sustainability goals. We believe this trend is a positive development with far-reaching benefits for the environment and businesses committed to sustainability. As we continue to expand our offerings to include greentech and climatetech solutions, we can help our clients achieve their emissions reduction targets and contribute to a cleaner, greener world. With our team of experts and commitment to innovation, we are well-positioned to be a leader in this field and provide our clients with effective and sustainable solutions.

MARKETS & TRENDS

Strong growth for high-quality carbon credits

There is a strong and sustained demand for high-quality carbon credits in the rapidly evolving voluntary (verified) carbon market as more companies set net-zero targets and the focus on removal credits intensifies. The increasing emphasis on high-quality credits can be attributed to a number of factors, such as a growing awareness of the importance of carbon credits in achieving net-zero targets and the need for reputable monitoring, reporting, and verification (MRV) frameworks to ensure that purchased credits have a measurable and defensible impact. DGB recognises the need for further improvements in the quality and integrity of carbon credits and associated assurance processes to maintain stakeholder confidence in their legitimacy as part of the decarbonisation toolkit. DGB's commitment to high-quality carbon credit projects is essential in supporting immediate beneficial action on ecosystem restoration and nature conservation.# Internationally Transferred Mitigation Outcomes (ITMOs)

Internationally Transferred Mitigation Outcomes (ITMOs) also provide potential growth opportunities for DGB. ITMOs are a mechanism under Article 6 of the Paris Agreement, which allows countries to cooperate to achieve their Nationally Determined Contributions (NDCs) through the international transfer of emissions reduction outcomes. By developing projects that generate ITMOs, DGB can support countries in meeting their NDCs while promoting sustainable development and fostering international cooperation. This further reinforces DGB's commitment to developing high-quality carbon credit projects and expands its presence in the global carbon market, driving long-term value for stakeholders and contributing to the worldwide effort. DGB actively collaborates with international governments to ensure that ITMOs will be integrated into all of its projects, thereby promoting global cooperation and reinforcing its commitment to fostering sustainable development and decarbonisation efforts.

MARKETS & TRENDS

Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA)

The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) is a pivotal initiative in the aviation industry to achieve carbon-neutral growth from 2020 onwards. This required substantial investment in carbon compensation. As per recent market trends, the carbon credit market is expected to witness substantial growth, reaching $2.68 trillion by 2028. This expected growth underscores the increasing importance of carbon credits in carbon offsetting initiatives. DGB's commitment to high-quality carbon credit projects can play a crucial role in CORSIA's objectives. By strategically developing carbon offset initiatives, DGB can contribute to the industry's short- and medium-term environmental and offsetting targets. By providing high-quality, verified carbon credits, DGB can support clients in the aviation industry to meet carbon offsetting targets set by CORSIA. This aligns with CORSIA's aim to offset emissions that cannot be reduced through other measures, fostering environmental sustainability in international aviation.

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Risk factors

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (CASHEW) Anacardium occidentale GREENZONE REFORESTATION PROJECT

RISK FACTORS

DGB recognises that risks are associated with achieving its strategy and business objectives. DGB aims to be risk aware without being unduly risk averse. DGB therefore actively manages its risks to protect and grow the company and adopts a uniform and systematic approach to managing risks. DGB established risk governance consistent with the size of the organisation and the company’s risk profile. DGB´s governance identifies, establishes, and reinforces the importance of oversight responsibilities for risk management. In compliance with principle 1.4 of the Dutch Corporate Governance Code, the Board of Directors updated the company-wide risk assessment in 2022. This section describes the principal risks that could potentially affect DGB, with further detail on financial risks provided in the financial statements. While DGB believes the risks described herein are the material risks concerning DGB´s business, they are not the only risks relevant to DGB. Other risks, facts, or circumstances not presently known to DGB or that DGB currently deems immaterial could individually or cumulatively prove to be significant and have a material adverse effect on DGB´s business, operations’ results, financial condition, and prospects.

RISK FACTORS

Strategic and business risk

DGB accepts strategic and business risk knowing that to achieve its strategic objectives, it will consume capital when investing in new assets, people, and processes. In pursuance of its strategic objectives, DGB values a solid financial and capital outlook.

Carbon market

Utilising the carbon credit markets as instruments to economise its nature-based solutions is key to DGB’s strategy. A collapse of these markets is thus seen as a risk. We believe the risk of a carbon credit market collapse is minimal, considering increasing regulations across a range of national and international bodies on measurement, reporting, and decreasing carbon footprints on consumer, organisational, and national levels. We also consider the events of a decreasing price realisation of carbon credits, but also witness the continuing upward trend of the price realisation in the market. The impact of negative changes to the market size could be significant for DGB sales not captured within long-term offtake agreements. Conversely, the impact of above expectation development of the market could also be significant for such sales, which is why DGB aims for a balanced mix of long-term binding agreements combined with market price following revenues.
In 2022, this risk factor was high, in 2023, this remained high. DGB’s risk appetite for this risk is high.

Competition

With the growing market, we observed an increase in participants in the carbon market offering a wide range of services. We are confident that being a project developer provides a competitive advantage over a large number of participants who cannot develop projects. However, the acceleration of competitiveness in the environment through new entrants or movements of existing market participants remains a real risk. With the market growth, we believe the decreasing project funding appetite risk to be relatively low as growing demand and price realisation increases provide healthy investment grounds for project funding. There is a risk that with increased market competitiveness, the competition for project funding will also increase. It is DGB’s funding strategy to continue to develop and maintain a diversified global network of project funders, as well as a combination of long-term and project-based funding partners.
In 2022, this risk factor was high, in 2023, this is low. DGB’s risk appetite for this risk is high.

Verification

The carbon credit markets and carbon credit market participants are subject to continuous validations, verifications, and investigations regarding their transparency, integrity, and operations. DGB supports the industry’s actions that will help further increase the transparency and integrity of the carbon credit markets and is firmly committed to transparently delivering high-quality and high-integrity credits. DGB also acknowledges that within the industry, differences in perspective exist on effectively reaching the objectives of nature preservation, nature protection, and habitat restoration. This could lead to reputational risks if projects and project methodologies, partners, and investors are not carefully reviewed as part of due diligence processes. Reputational risks can negatively affect the ability to attract and retain customers and investors. We believe the recent agreements by the COP26 and COP27 participants around setting up transparent international registries and oversight bodies will contribute strongly to the transparency of the carbon credit markets.
In 2022, this risk factor was high, in 2023, this remained high. DGB’s risk appetite for this risk is high.

Acquisitions

The success of DGB is partly dependent on acquisitions and restructuring. DGB carries out acquisitions as part of its business strategy. DGB also considers making future acquisitions to expand, supplement, or diversify its activities. Such acquisitions may expose DGB to operational challenges and risks, including integration and collaboration challenges and the ability to profitably manage the acquired businesses and retain key personnel. If DGB fails to carry out acquisitions or to successfully integrate or operate the acquired company, this may negatively affect DGB.
In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

RISK FACTORS

Regulatory framework

During the recent meetings of COP26 and COP27, agreements have been made between the participants for the development of new international regulatory frameworks related to the registration and oversight of carbon credit markets. DGB firmly believes this will increase the transparency of the carbon credit markets and sees any delays or prolongations of negotiations as a risk to the overall market transparency. DGB perceives the risk of such prolongations as minimal to its ongoing operations or financials. A different risk which may materialise is the adherence to international regulatory frameworks being set up as a result of the agreements by the COP26 and COP27 participants. Our current insight is that the overseeing body to be set up intends to take corrective action against any non-compliance with the new international regulatory frameworks, thereby mitigating many measures otherwise needed to be taken by companies themselves. With the market demand growth, trending increases in price realisation of carbon credits, and new entrants to the industry and markets, DGB witnesses increased interest and participation from nation-states and their relevant governing bodies. We also witness states and their relevant bodies developing or updating regulatory frameworks to accommodate these relatively new markets and products. Given the long-term project operations of certain types of projects that DGB undertakes, such as reforestation projects, there is a risk of changing regulatory frameworks negatively impacting financials. A change in the local tax regime can also negatively impact margins.# RISK FACTORS

Measures to lower these risk levels are: clear agreements with landowners and local governmental bodies; performing a due diligence on existing regulatory frameworks; continued stakeholder engagement on developing and expected regulatory framework changes; and a diversified project portfolio—diversified geographically, by type, and project execution duration/cycle time. In 2022, this risk factor was high, in 2023, this remained high. DGB’s risk appetite for this risk is medium.

Third-party risk
Vendors and supply chain dependencies could negatively impact DGB’s operations and security of data, systems, and services. DGB has a low appetite for dependency on third parties in its critical processes. DGB strives to minimise outsourcing of activities directly related to its core processes or platform to avoid dependency on suppliers. DGB believes that not being limited by third-party software in its core operations is key to its ability to rapidly increase the number of transactions the platform can process. DGB established a Third Parties Policy, which defines a framework, including clear ownership, for assessing third-party risk. DGB monitors third-party risk continuously with the support of a third-party risk management tool. In 2021, DGB conducted a periodic review of its most important third parties to update their risk profile and monitor compliance with the policy. The review was completed on all in-scope vendors, resulting in reclassifications, updates of third-party risk profiles, or off-boarding advice due to inactivity. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

Reputational risk
DGB has a low appetite for reputational risk and aims to avoid actions that trigger negative international media attention and/or significant reputational damage. Any negative publicity about DGB, the quality and reliability of its products and services, changes to its products and services, its ability to effectively manage and resolve complaints, its privacy and security practices, litigation, regulatory activity, and the experience of merchants and shoppers with its products or services, could adversely affect its reputation and the confidence in and use of its products and services. Harm to DGB's brand can arise from many sources, including failure by DGB or its partners to satisfy expectations of service and quality, inadequate protection of sensitive information, compliance failures and claims, litigation and other claims, employee misconduct, rumours or false stories, and misconduct by its partners, service providers, or other counterparties. DGB wants to build an ethical and sustainable business and therefore actively mitigates risks that could negatively affect DGB’s reputation or brand. Failure to meet carbon-reduction policy goals, for example, could cause reputational damage, affecting the share price. DGB prides its commitment to goals that improve the business, social, and environmental footprint. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

RISK FACTORS

Operational risk

DGB recognises that operational risks are associated with achieving its business objectives. Operational risk concerns the risk of losses resulting from inadequate or failed internal processes, people, and systems or external events, including legal risk. DGB has a moderate appetite for operational losses. During 2023, DGB remained well within its risk limits set as a reflection of its risk appetite for operational risks.

Talent

DGB continues to see a difficult market for finding and attracting talent, with strong competition for talented professionals at all levels of seniority. This is a continued risk for operations. At the same time, we also see a shift in employees’ drivers for changing employers, with a company’s mission and sustainability strategy being important drivers for a potential change of employer. We experience that within the current highly competitive arena for talent, we have a level of competitive advantage due to the nature of our business, especially with younger generations of professionals. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

Environmental

Within our business of nature-based solutions, there is a permanent risk of environmental impacts such as fire, floods, disease, drought, geological/seismic/ atmospheric/volcanic activity. To mitigate these risks to acceptable levels, it is key to maintain a geographically diversified project portfolio combined with solid feasibility studies of new project developments, including local professional and communal expertise, maintaining a network of ecological experts, and deploying a spread among different project types. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

Geopolitical

Within our global operations, there is a permanent risk of geopolitical activity that can negatively affect project operations. To mitigate these risks to acceptable levels, it is key to maintain a geographically diversified project portfolio combined with solid feasibility studies of new project developments and maintaining a continuous dialogue with geopolitical project stakeholders. The risk of sufficient availability of new project opportunities and project lands to develop is perceived to be low, as currently, we are experiencing a large supply of project opportunities available for development. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is medium.

RISK FACTORS

Financial risk

Financial risks relate to the failure to generate revenue due to the entry of new competitors together with the introduction of new products, brands, and sales models. The positioning, product range, pricing, and service level of various retail brands in their markets are continually refined based on frequent, extensive, and thorough customer research, market information, and competition analysis.

Project financing

DGB´s projects are financed with external capital. It is a financial risk for DGB that a project sourced and prepared by DGB´s team cannot be executed because of a lack of working capital. It is key for DGB´s operations to secure project financing timely and against favourable conditions. When project financing is provided and projects start, there is also the risk of repayment of the project financing. In project financing, the primary, and typically sole, source of income for debt repayment is the revenue generated by the project. The result is that, until the project is constructed and at least partly operational, the project company will likely not be able to repay the lenders. Ensuring the proper and timely construction of the project is therefore a fundamental consideration for all parties. In 2022, this risk factor was medium, in 2023, this lowered to low. DGB’s risk appetite for this risk is low.

FX rate

The FX risk is perceived to be medium as most generated credits are sold in EUR or USD, where any fluctuation in the EUR-USD exchange will have an impact. Risk is minimised by adding the produced credits to the balance sheets in EUR, without a currency conversion from the local project development nation’s currency to EUR. All major procurement contracts for project operations are currently in EUR. In 2022, this risk factor was medium, in 2023, this lowered to low. DGB’s risk appetite for this risk is low.

Service provider risks

DGB operates in a new industry in developing countries and has a complex organisational structure. Due to this nature, it is a risk for the company to establish and maintain relationships with professional financial service providers, such as banks, accountants, investment brokers, and other third parties. In 2022, this risk factor was high, in 2023, this lowered to medium. DGB’s risk appetite for this risk is low.

RISK FACTORS

Governance risk

DGB accepts strategic and business risk knowing that to achieve its strategic objectives, it will consume capital when investing in new assets, people, and processes. In pursuance of its strategic objectives, DGB values a solid financial and capital outlook.

Non-executive board members

Both the Corporate Governance Code and practicality support the proposition that the Board of Directors should include non-executive directors who cannot and should not be involved in actual day-to-day risk management. Instead, the non-executive directors should satisfy themselves through their risk oversight role that the risk management policies and procedures designed and implemented by the senior executives are consistent with the company’s strategy and risk appetite. DGB has taken the necessary steps to foster an enterprise-wide culture that supports appropriate risk awareness, behaviours, and judgments about risk. We recognise, appropriately escalate, and address risk-taking beyond the company’s determined risk appetite. Nevertheless, the Board of Directors does not currently have any non-executive board members and therefore lacks the desired supervisory function in its senior management. In 2022, this risk factor was high, in 2023, this remained high. DGB’s risk appetite for this risk is medium.

External auditor

Due to the unavailability of a suitable Pubic Interest Entity (PIE) audit firm in the Netherlands, DGB could not comply with Euronext Amsterdam's Rule 61003/2, which requires audited annual reports. On 13 April 2021, Euronext Amsterdam implemented a new rule, essentially meaning that companies without a PIE audit firm face delisting. On 13 April 2023, DGB received a letter from Euronext officially stating that DGB is not compliant. Compliance with laws and regulations is continuously monitored. Proactive internal compliance checks are performed, and there is a strong involvement of the legal department and external legal advisers.# Business processes are eciently organised so that an audit can be optimally supported. DGB has successfully obtained a conrmation letter from a European PIE audit rm. This letter signies the audit rm's readiness and capability to conduct the audit of DGB's nancial statements for the scal year 2024, ensuring DGB’s continued listing. In 2022, this risk factor was high, in 2023, this remained high. DGB’s risk appetite for this risk is low.

Corporate governance

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (MANGO)

Mangifera indica

BULINDI CHIMPANZEE HABITAT RESTORATION PROJECT

CORPORATE GOVERNANCE

Corporate governance

A solid, transparent, and seamless corporate governance structure is key to DGB. DGB is a public limited liability company incorporated under Dutch law and listed on Euronext Amsterdam in the Netherlands. The corporate governance structure is based on the articles of association, the Dutch Civil Code requirements, the revised 2016 Dutch Corporate Governance Code (the Code), applicable securities laws, and the rules and regulations of Euronext Amsterdam. The Company monitors and assesses the corporate governance structure to ensure compliance with the Code, applicable laws and regulations, and relevant developments. If a substantial change to the corporate governance structure occurs that aects compliance with the Code, shareholders will be informed at a General Meeting.

Board structure

The Company has a one-tier board structure consisting of executive directors and non-executive directors, each of which has specic responsibilities and is accountable to the General Meeting for the performance of their duties. The Board of Directors is collectively responsible for the overall management, including developing and executing DGB’s strategy and risk management policy and setting and achieving DGB’s objectives. The non-executive directors oversee and advise the executive directors and can give guidance to their general development. Each director is accountable to the General Meeting for performing their duties. Each Director has duties related to their specic area of responsibility and expertise. In performing their duties, the directors must be guided by the best interests of DGB and its business, considering the interest of its stakeholders. These interests are driven by DGB’s focus on long-term value creation and the implementation thereof in DGB’s strategy and culture. The Board By-Laws sets out rules regarding the composition, responsibilities, and objectives of the Board of Directors. The board also has due regard for corporate social responsibility issues relevant to DGB.

CORPORATE GOVERNANCE

Board committees

According to the Code principle 1.3, DGB appointed an internal audit function to assess the design and operation of the internal risk management and control systems. In anticipation and preparation for new non-executive board members, the Board of Directors appointed two permanent committees: a Nomination and Remuneration Committee and an Audit Committee (the Committees). Each of these Committees has a preparatory and/or advisory role to the Board of Directors. The Committees report their ndings to the Board of Directors, which is ultimately responsible for all decision making. Terms of Reference apply for each Committee, found at www.green.earth/corporate-governance

Nomination and Remuneration Committee

The Board of Directors assigned certain tasks to the Nomination and Remuneration Committee. This Committee drafts proposals for DGB’s remuneration policy and proposes the remuneration of the individual directors. It analyses developments of the Code and other applicable laws and regulations and prepares proposals for the Board of Directors on these subjects. It further advises the Board of Directors on its duties regarding selecting and appointing directors. The Committee is also responsible for annual assessments of the individual directors. Where necessary, the Nomination and Remuneration Committee prepares proposals for (re)appointments and drafts the selection criteria for directors' (re)appointment.

Audit committee

The Board of Directors assigned certain tasks to the Audit Committee. This Committee supervises the provision of the company’s nancial information. The Committee issues preliminary advice to the Board of Directors regarding the approval of DGB’s interim and annual accounts. It also advises the Board of Directors on the nomination of the external auditor, which is appointed at the General Meeting. The Committee plans to be in regular contact with the internal audit function and the external auditor and monitors the auditor’s independence. In addition to advising the Management Board on tax and nance matters, it is also responsible for supervising compliance with relevant legislation and regulations.

CORPORATE GOVERNANCE

Compliance with the Dutch Corporate Governance Code

DGB acknowledges the importance of good corporate governance. The Group agrees with the general approach and with the majority of the provisions of the Code. In 2023, there were no non-executive board members, and no external auditor was appointed. As such, DGB fully complies with the Code with the exception of:

• 1.1.2: The Board of Directors was not able to engage with the supervisory board early on in formulating the strategy for realising long-term value creation, as there were no non-executive board members in 2023.
• 1.1.3: The Board of Directors was not able to discuss the strategy, the implementation of the strategy, and the principal risks associated with it with the supervisory board, as there were no non- executive board members in 2023.
• 1.4.1: The Board of Directors did not render an account of the eectiveness of the design and operation of the internal risk management and control systems referred to in best practice provisions 1.2.1 to 1.2.3, as there were no non-executive board members in 2023.
• 1.5, 1.5.2 and 1.5.4: As there were no non-executive board members and no external auditor appointed for 2022, there were no meetings described in these principles.
• 1.6.1 t/m 1.6.4 and 1.7.1 t/m 1.7.6: No external auditor was appointed for 2023.
• 2.1.1 t/m 2.1.10, 2.2.1 t/m 2.2.8, 2.3.4 t/m 2.3.11 and 2.6.4: There were no non-executive board members in 2023.
• 3.1.1 t/m 3.1.3, 3.2.1 t/m 3.2.3 and 3.3.1 t/m 3.3.3: There were no non-executive board members in 2023 to propose a remuneration policy with the management board remuneration and its appropriate remuneration at the general meeting.
• 4.1.1: There were no non-executive board members in 2023 to supervise relations with shareholders.
• 4.1.9: There was no external auditor appointed in 2023 to be questioned by the general meeting concerning his report on the fairness of the nancial statements.
• 5.1.1 t/m 5.1.5: The composition and functioning of the management board were not composed of both executive and non-executive directors so that the supervision by non-executive directors is properly carried out and independent supervision could be assured, as there were no non- executive board members in 2023.

Remuneration report

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (LEMON)

Citrus limon

GREENZONE REFORESTATION PROJECT

REMUNERATION REPORT

Remuneration report

This report provides an overview of the Remuneration Policy approved at the Annual General Meeting of DGB in 2023 (Remuneration Policy). It explains how this policy has been implemented over the past nancial year. This Remuneration Report is intended to reect the reporting requirements stated in article 2:135b of the Dutch Civil Code (DCC), which came into eect on 1 December 2019. It implements the EU Shareholder Rights Directive II (SRD II), which took eect on 3 April 2017. One of the key objectives of SRD II is to provide greater transparency for company stakeholders, which DGB fully supports and strives to achieve.

Key considerations

DGB is rapidly growing and transforming. The resilience and strategic agility demonstrated by the Board of Directors and executive leadership team have been instrumental in steering DGB through past challenges, including the successful navigation through delisting challenges and guiding the company from 2020 to its current strong position. DGB's remarkable growth trajectory underscores the eectiveness of our leadership in identifying and seizing opportunities for expansion and innovation. The Remuneration Committee has adapted its approach to designing pay programmes and making compensation decisions to reect the evolving landscape of our business and the exceptional dedication and hard work of our leadership team. The Remuneration Committee recognises the importance of aligning compensation with the company's ambitious goals and the key role played by our leaders in achieving these objectives. As such, DGB’s remuneration framework is designed to reward the successful implementation of strategies that drive sustainable growth, enhance shareholder value, and solidify DGB's position as a leader in the carbon project development and ecosystem restoration sectors. The Board of Directors' ability to successfully navigate through the challenges posed by the delisting process and other signicant hurdles since 2020 is a testament to their resilience, foresight, and unwavering commitment to the company's long-term success. In recognition of these accomplishments, the Remuneration Committee believes it is crucial to structure compensation to reect the complexity and signicance of these achievements. This includes acknowledging the strategic decisions and actions taken to safeguard the company's future during uncertain times. Consistent with our commitment to aligning pay with performance, a signicant portion of the remuneration package for the Board of Directors remains variable, based on both short-term and long-term performance metrics.# REMUNERATION REPORT 58

This approach ensures that there is a direct correlation between the compensation of our leadership and the success of DGB, incentivising the continued pursuit of excellence and strategic objectives that benefit all stakeholders.

Primary remuneration elements for 2023

The Remuneration Policy is designed to attract, motivate, and retain skilled members of the Board of Directors, ensuring that DGB has the leadership necessary to navigate through its dynamic growth phase and achieve its strategic and operational goals. In alignment with this objective, the Remuneration Policy offers a balanced and competitive compensation package to the members of the Board of Directors, reflecting the complexity and importance of their role in driving the company's success.

The Nomination and Remuneration Committee, responsible for overseeing the Remuneration Policy, remuneration plans, and practices, plays a pivotal role in evaluating and recommending adjustments to ensure the policy remains competitive and aligned with the company's objectives. While ideally comprising a majority of non-executive directors to ensure impartiality and balance, the Committee currently includes members of the Board of Directors itself due to transitional arrangements.

The comprehensive review of the Remuneration Policy took into account a broad range of factors, including the future strategic opportunities and challenges anticipated for DGB, the evolving corporate governance landscape, feedback from our employees, and insights from shareholders and advisory bodies. This holistic approach ensures that the Remuneration Policy not only meets current needs but is also adaptable to future developments.

The DGB Share Option Scheme 2021 is in place and used as a significant part of the remuneration packages, affecting both short-term and long-term incentives. The Scheme is designed to align the interests of the Board of Directors more closely with those of shareholders and to incentivise the achievement of key strategic and financial milestones, thereby fostering a culture of ownership and long-term value creation for all stakeholders involved.

Scope

The Remuneration Policy of DGB is simple and transparent, supports the interests and sustainability of DGB in the medium and long term, and encourages a ‘pay for performance culture’. The Nomination and Remuneration Committee may only deviate from the Remuneration Policy in exceptional circumstances.

Objectives

The objective of DGB’s Remuneration Policy is to attract, motivate, and retain qualified individuals needed to achieve its strategic and operational objectives. The Committee took the following areas into account in establishing the Remuneration Policy:

• International and Dutch competitive market trends;
• The relevant provisions of statutory requirements;
• Being mindful of corporate governance best practices as expressed by institutional investors and the interests of DGB’s shareholders;
• Trends in sustainability;
• The social context around remuneration;
• The views of the board, senior leadership, and employees; and
• The views and interests of our stakeholders.

REMUNERATION REPORT 59

Summary of Board of Directors' remuneration

During 2023, the Board of Directors was composed of Mr Selwyn Duijvestijn, CEO.

Salary, benefits, and pension

Salary is fixed cash compensation that enables the recruitment and retention of individuals required to drive business performance and execute DGB’s strategy. Salaries are set in line with individual performance and contribution to company goals with reference to external market data. There is no defined maximum salary or level of benefits. The Nomination and Remuneration Committee’s usual approach to salary increases is to consider the range awarded to other employees. However, any increases will be subject to strong individual performance.

Performance measures

Key elements of our ‘pay for performance’ culture are linked to pre-determined measurable targets set and assessed by the Nomination and Remuneration Committee. Our performance measures evolve over time but always support DGB’s long-term interests by ensuring we reward individuals appropriately for driving the strategic agenda and supporting environmentally sound solutions. Targets are developed around a mix of financial and non-financial measures. The non-financial measures are predominantly strategic goals focusing on the long-term and DGB's sustainability. Each year these targets are based on specific projects and priorities for the forthcoming year.

At the beginning of each year, the Committee establishes performance measures and targets based on DGB’s business priorities. These are reviewed after the end of the year, and the Committee approves awards based on the performance achieved. The Committee applies judgement where necessary to ensure approved pay-out levels reflect actual, overall company performance.

The Remuneration Policy includes a target annual bonus opportunity of 100% of the gross annual base salary for the CEO and 50% of the gross annual base salary for the other executive directors. The maximum opportunity will be 200% of the target. Performance is assessed over a financial year based on a mixture of corporate, financial, operational, strategic, and personal objectives. Measures will normally be weighted 60% financial and 40% non-financial. The Committee can determine a different ratio between financial and non-financial measures. The non-financial measures vary from year to year but generally relate to health, safety, and environment (HSE), strategy, finances, and people. Payment under the bonus arrangement may be reduced by up to 20% if HSE performance is judged unsatisfactory by the Committee, taking into account feedback from the HSE Committee.

REMUNERATION REPORT 60

Remuneration policy

On the right-hand side, you will find a detailed overview outlining the remuneration packages for the board members. This includes comprehensive information regarding the compensation package, including fixed annual salary, short-term and long-term incentives, and the mechanisms for awarding these incentives through the DGB Share Option Scheme 2021.

The DGB Share Option Scheme 2021 aims to incentivise the creation of shareholder value above what comparable organisations achieve. The scheme is designed to encourage the creation of shareholder value beyond that of comparable organizations by granting executive directors options that vest based on the achievement of predefined performance targets, evaluated by the Nomination and Remuneration Committee. It includes provisions for performance target adjustments to ensure they remain challenging, and outlines shareholding requirements for executive directors to align their interests with the long-term success of the organization and its shareholders. Executive directors are expected to build up share ownership over five years (the later of the date of implementation of the share ownership guidelines or appointment) and maintain holdings of at least 300% of the base salary for the CEO and 150% of the base salary for the other executive directors until this time requirement has been met.

The table below provides an overview of the current Remuneration Policy.

Role	Chief Executive Officer (CEO)	Chief Revenue Officer (CFO)	Chief Financial Officer (CFO)	Chief Operation Officer (CFO)	Chief Expansion Officer (CXO)
Annual salary (full-time gross)	€240,000	€120,000	€100,000	€180,000	€120,000
2023 Target STI opportunity	100% of salary	300% of salary	100% of salary	100% of salary	300% of salary
2023 Target LTI award	500% of salary	200% of salary	200% of salary	200% of salary	200% of salary

The table below provides a summary of the Board of Directors’ Remuneration in 2023.

Role	2023 Annual Fixed salary	2023 Target STI opportunity	2023 Target LTI award
Chief Executive Officer (S.A.M. Duijvestijn)	€90,000	0% of salary	0% of salary

Peer group

In principle, the remuneration level is validated by a benchmark comparison once every three years, and reviewed annually. This helps to determine the overall competitiveness of the Board of Directors’ remuneration. The benchmark comparison of DGB´s remuneration is that of a peer group of other Dutch small-cap companies.

REMUNERATION REPORT 61

Outlook for 2024

The compensation for members of the Board of Directors at DGB has been carefully evaluated in light of the prevailing market conditions and in parallel with adjustments made for other employees. Reflecting on DGB's remarkable performance in 2023, which includes significant growth in forward sales, revenue, and project portfolio expansion, along with establishing key strategic partnerships and gaining industry recognition, an adjustment to the board's compensation is anticipated. This increase in remuneration is a testament to the directors' pivotal contribution to DGB's success and their unwavering dedication to guiding the company towards a sustainable and thriving future.

The enhancement of the Board of Directors' compensation package is strategic and aimed at attracting and retaining elite talent within the highly competitive carbon market industry. By offering remuneration packages that stand out, DGB ensures its leadership comprises individuals with the requisite qualifications and experience to adeptly steer through the challenges and seize the opportunities that emerge within the fast-paced carbon markets. This approach is crucial for DGB's sustained leadership as a premier carbon project developer and ecosystem restoration entity.

Moreover, emphasising the importance of aligning the Board of Directors' interests with those of the company and its shareholders, DGB has implemented measures to encourage board members to become shareholders themselves. This initiative is designed to deepen their commitment to the company's long-term success and ensure that their decision-making is closely aligned with the interests of all stakeholders.# ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (NEEM TREE) Azadirachta indica HONGERA REFORESTATION PROJECT

COMPLIANCE

Statement by the Board of Directors

Having the Board of Directors hold a stake in DGB not only enhances their investment in the company's future but also reinforces their dedication to driving shareholder value and achieving strategic objectives. This alignment is fundamental to fostering a culture of ownership and accountability, which is pivotal in steering DGB towards achieving its ambitious goals in the carbon market and beyond.

The Board of Directors of DGB is responsible for establishing and maintaining an adequate system for risk management and internal control. This system is designed to manage risks effectively and efficiently, provide reasonable assurance that objectives can be met, that financial and non-financial reporting is reliable, and that laws and regulations are complied with. Internal control over financial reporting is an integral part of the risk management and control systems of DGB. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes following IFRS and IFRIC interpretations as endorsed by the European Union and following sub-article 8 of article 362, Book 2 of the Dutch Civil Code.

Internal control over financial reporting includes:
* Maintaining records that, in reasonable detail, accurately and fairly reflect our transactions.
* Providing reasonable assurance that transactions are recorded as necessary to prepare our financial statements.

Due to its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of the effectiveness of internal control over financial reporting in future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

The Board of Directors performed a company-wide risk assessment and described the principal risks facing DGB concerning its risk appetite in this Annual Report's section ‘Risk factors’. The Board of Directors assessed the effectiveness of the design and operation of the risk management and control systems as of December 31, 2023. The results were prepared for the Audit Committee, the Board of Directors, and to discuss with an independent external auditor to be appointed.

Based on the assessment and with reference to best practice provision 1.4.3 of the Code, the Board of Directors confirms that to the best of its knowledge and belief:
* This Annual Report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems (see section ‘Risk management’);
* The systems mentioned above provide reasonable assurance that the financial reporting does not contain any material inaccuracies (see section ‘Risk management’);
* Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis (see ‘Financial statements’); and
* This Annual Report states those material risks and uncertainties that are relevant to the expectation of DGB’s continuity for twelve months after the preparation of this report (see section ‘Risk Factors’ and ‘Financial statements’).

However, the risk management and internal control systems cannot guarantee that missing objectives, misstatements, fraud, or non-compliance with laws and regulations will not occur.

In accordance with Article 5:25c of the Financial Supervision Act, the Board of Directors confirms that to the best of its knowledge and belief:
* The financial statements of 2023 give a true and fair view of the assets, liabilities, financial position and profit or loss of DGB; and
* The Annual Report 2023 gives a true and fair view of the position as at December 31, 2023, the development and performance during 2023 of DGB, together with a description of the principal risks that DGB faces.

Lelystad, the Netherlands, February 29, 2024,

FINANCIAL STATEMENTS

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Consolidated statement of financial position

In thousands of euro
Note	2023	2022
Assets
Property, plant and equipment	16	111
Projects	17	23,670
Intangible assets	17	348
Equity accounted investees	18	317
Non-current assets		24,446
Equity accounted investees	19	-
Prepayments	19	(1,547)
Trade and other receivables	20	6,233
Cash and cash equivalents	21	33
Current assets		4,719
Total assets		29,165

Consolidated statement of financial position (continued)

In thousands of euro
Note	2022	2021
Equity
Share capital	22	228
Share premium		11,152
Reserves		(6,120)
Retained earnings		(2,196)
Unrealized gain on investment	25	19,220
Equity attributable to owners of the Company		22,284
Non-controlling interests		-
Total equity		22,284
Liabilities
Convertible bonds	23	-
Bonds		6,180
Trade and other payables		91
Non-current liabilities		6,271
Convertible notes		98
Current tax liabilities		(6)
Loans and borrowings	23	41
Trade and other payables	24	477
Current liabilities		610
Total liabilities		6,881
Total equity and liabilities		29,165

Consolidated statement of profit or loss and other comprehensive income

In thousands of euro
Note	2022	2021
Continuing operations
Revenue	11	143
Cost of sales		87
Gross profit		230
Other income	3	-
Selling and distribution expenses		(636)
Administrative expenses		(877)
Operating profit		(1,280)
Finance income		273
Finance costs		(884)
For the year ended 31 December
Net finance costs	12	(611)
Share of profit of equity-accounted investees, net of tax		(77)
Profit before tax		(1,968)
Income tax expense	15	(80)
Profit from continuing operations		(2,048)
Discontinued operation
Profit (loss) from discontinued operation, net of tax		(106)
Profit for the period		(2,154)
Profit attributable to:
Owners of the Company		(2,196)
Non-controlling interests		42
Earnings per share
Basic earnings per share (euro)	13	(0.20)
Diluted earnings per share (euro)	13	(0.20)
Earnings per share – Continuing operations
Basic earnings per share (euro)	13	(0.20)
Diluted earnings per share (euro)	13	(0.20)

Consolidated statement of profit or loss and other comprehensive income (continued)

In thousands of euro
Note	2023	2022
Profit for the period		(2,154)
Other comprehensive		(38)
Items that will not be reclassified to profit or loss		-
Items that are or may be reclassified subsequently to profit or loss		-
Other comprehensive income for the period, net of tax		(38)
Total comprehensive income for the period		(2,192)
Total comprehensive income attributable to:
Owners of the Company		(2,214)
Non-controlling interests		22
Total		(2,192)
For the year ended 31 December

Statement of Changes in Equity

	Share capital	Share premium	Other Reserves	Convertible loans	Retained earnings	Unrealized gain on investment	Equity attributable to owners of the Company	Non- controlling interest	Total
Balance at 1 January 2022	228	11,152	(4,728)	441	(1,104)	-	5,989	(10)	5,979
Allocation results	-	-	-	-	1,104	-	-	-	-
Profit for the period	-	-	-	-	(903)	-	(903)	(3)	(906)
Other comprehensive for the period	-	-	-	-	-	19,258	19,258	-	19,258
Transfer of shares	-	-	328	-	-	-	328	-	328
Other movement	-	-	(18)	-	-	-	(18)	-	(18)
Acquisition of non-controlling interest	-	-	-	-	-	-	-	-	-
Balance at 1 December 2022	228	11,152	(5,522)	441	(903)	19,258	24,654	(13)	24,641
Balance at 1 January 2023	228	11,152	(5,522)	441	(903)	19,258	24,654	(13)	24,641
Allocation results	-	-	-	-	903	-	-	-	-
Profit for the period	-	-	-	-	(2,196)	-	(2,196)	42	(2,154)
Other comprehensive for the period	-	-	-	-	-	(38)	(38)	-	(38)
Issue of shares	-	-	448	-	-	-	448	-	448
Other movement	-	-	(143)	(441)	-	-	(584)	-	(584)
Acquisition of non-controlling interest	-	-	-	-	-	-	-	(29)	(29)
Balance at 1 December 2023	228	11,152	(6,120)	-	(2,196)	19,220	22,284	-	22,284
Equity movement

Cash flows from operating activities

In thousands of euro
Note	2023	2022
Profit for the period		(2,154)
Adjustments for:
• Amortisation and depreciation	16	78
• Net finance costs / (income)	12	611
• Share of profit of equity-accounted investees, net of tax	18	77
• (Loss) / Gain on sale of property, plant and equipment	16	13
• (Loss) / Gain on sale of discontinued operation, net of tax		-
• Tax expense		-
		(1,375)
Changes in:
• Inventories	19	-
• Trade and other receivables		(121)
• Trade and other payables		176
Interest (paid) / received		(884)
Income taxes (paid) / received		-
Net cash from operating activities		(2,204)

Cash flows from investing activities

In thousands of euro
Note	2023	2022
Disposal of discontinued operation, net of cash disposed of		-
Acquisition of subsidiary, net of cash acquired		-
Acquisition of equity-accounted investees		-
Acquisition of property, plant, and equipment		(144)
Development expenditure		(2,066)
Net cash used in investing activities		(2,210)

Cash flows from financing activities

In thousands of euro
Note	2023	2022
Proceeds from issue of convertible notes		(402)
Proceeds from loans and borrowings		-
Proceeds from sale of treasury shares		-
Transfer of shares		448
Bonds		4,202
Repayment of borrowings		(346)
Prepayments		444
Payment of lease liabilities		(54)
Net cash from financing activities		4,292
Net decrease in cash and cash equivalents		(122)
Cash and cash equivalents at 1 January

1. Reporting entity

DGB Group NV (the Company/DGB) is domiciled in the Netherlands. The Company’s registered office is at Runderweg 6, 8219PK, Lelystad, the Netherlands, under Trade Register number 32017953. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the Group). The Group is primarily involved in developing high-quality, large-scale carbon and biodiversity projects accredited by third parties. The Group is focused on nature conservation and helping biodiversity flourish by helping governments and corporations achieve net zero.

2. Basis of accounting

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with Title 9 of Book 2 of the Dutch Civil Code. The basis for the preparation of the financial statements is historical cost, unless specified otherwise below. They were authorised for issue by the Company’s Board of Directors on 29 February 2024. Due to the unavailability of a suitable Public Interest Entity (PIE) audit firm in the Netherlands, DGB prepared its Annual Report without an external auditor. The structural shortage of PIE-accountants in the Netherlands stems from a significant reduction in the number of PIE-accounting firms over the past decade, rather than company-specific performance issues. Details of the Group’s accounting policies, including changes thereto, are included in Note 6 and Note 7.

3. Going concern

The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and market confidence and to sustain the future development of the business. The year 2023 has been pivotal, with a strong focus on the development of the Group’s project pipeline. The activities of the Company depend on the appetite of investors. Investments can be financed through either equity and/or borrowings. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. In 2023, the raise of capital through green bonds helped strengthen the Company’s financial position. For more information on the main conditions and the securities related to the credit facilities at year-end, see the relevant section of the financial report.

The Board of Directors evaluated a range of scenarios to stress-test the Group’s liquidity position through the end of 2024 and a substantial part of 2025. The Board of Directors proved in 2023 that capital can be raised in either loans or shares, and with the repayment of the loan to the Prosper And Nature Foundation, the Board of Directors feels comfortable finding the funding to finance the commitments made for the development of its project pipeline. The financial statements have therefore been prepared on a going concern basis. Based on the current knowledge and experience concerning the business operations, the financial results and financial position, and the global supply chain and world economy, DGB expects to meet its financial obligations for the next 12 months, while maintaining headroom under its existing cash position.

The going concern largely depends on meeting budgets and cash flow forecasts, the extent to which conditions can be met to secure additional financing for the project pipeline. Notwithstanding the specified uncertainties as described above, the Board of Directors is of the opinion that the application of the going concern assumption for the 2023 financial statements is appropriate, based on the following facts and circumstances:

• The appetite in the market has been proven;
• Based on the current negotiations with regard to funding agreements with potential investors, the Group expects to be able to attract sufficient financing to meet its obligations and develop its project pipeline.

In a scenario where future performance and cash flow developments are less favourable than current business forecasts, the Board of Directors believes the Company can attract other external financing to address such adverse circumstances. As this option is subject to external factors, it is uncertain if this can be implemented timely.

4. Functional and presentation currency

These consolidated financial statements are presented in euro, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

5. Use of judgements and estimates

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes:

• Note 6: consolidation: whether the Group has to prepare financial statements or not; and
• Note 19: classification of forward purchase contracts with regard to carbon credits

Assumptions and measurement of fair values

Estimation uncertainties

Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes:

• Note 15: Recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised;
• Note 17: Impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts, including the recoverability of development costs;
• Note 22: In the years 2020 and 2021, costs were incurred for research, pre-feasibility, and feasibility studies for several projects. Due to the nature of these projects, the timing of these development costs is important. DGB currently has projects beyond feasibility studies. Because of the long-term duration of the projects and the expected revenue and expenses in the long term, the income approach represents the fair value and also represents an unrealised gain on the project investments. DGB prepared a separate Position Paper hereon: Project Developer Asset Valuation: Carbon Credit Pipeline; and
• Notes 26: Acquisition of subsidiary: fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, measured on a provisional basis.

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework for the measurement of fair values. The valuation framework is regularly reviewed on significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation is assessed and evidence is obtained from the third parties to support the conclusion that these valuations meet the requirements of IFRS standards, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group’s board.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

• Note 14: share-based payment arrangements;
• Note 17: intangible assets; and
• Note 25: financial instruments.

6. Changes in applying accounting policies/fundamental error

The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants and the measurement date under current market conditions. Three widely used valuation techniques are: [IFRS 13:62]

• Market approach—uses prices and other relevant information generated by market transactions involving identical or comparable (similar) assets, liabilities, or a group of assets and liabilities (eg a business).
• Cost approach—reflects the amount that would be required currently to replace the service capacity of an asset (current replacement cost).# Significant accounting policies

Effective October 1st, our company executed a strategic divestment by selling our 75% ownership stake in Statix Corporation BV. This strategic divestment comes after a successful period of joint software development. It aligns with DGB's long-term strategy to scale its core business activities, reinforcing its position as a leading boots-on-the-ground carbon project developer.

The collaboration between DGB and Statix led to the creation of innovative tools and advanced intelligent technical solutions. Notably, the Carbon Calculator launched on 23 December 2021, is continuously used for carbon footprint calculations and helps businesses in achieving net-zero emissions per PAS2060 and in line with the GHG Protocol. DGB will further develop its Carbon Footprint Calculator through its in-house software development team in addition to DGB's ongoing habitat banking project, which aims to finance nature restoration through biodiversity credits. DGB continues to leverage satellite data, artificial intelligence, and machine learning to significantly enhance data collection for its nature-based solutions portfolio. The technology division provides comprehensive insights into land characteristics, supporting high-quality Measurement, Reporting, and Verification (MRV) processes and helps ensure the quality of DGB’s projects.

Upon the sale, the assets and liabilities of Statix Corporation BV are de-recognized from the Company consolidated balance sheet. This includes the elimination of our share of the subsidiary's tangible and intangible assets, liabilities, and any goodwill associated with the acquisition of the stake in Statix Corporation BV. The sale of our 75% stake in Statix Corporation BV is reflected in our financial statements through several key entries and disclosures, aligning with the IFRS. Note 10 contains detailed information on the disposal associated with the discontinued operation.

Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set can produce outputs.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay a contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Non-controlling interests (NCI)

NCI are measured initially at their proportionate share of the acquirer’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprise interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee.

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Non-monetary items measured based on the historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs.

Discontinued operation

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
* represents a separate major line of business or geographic area of operations;
* is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or
* is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earliest of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is represented as if the operation had been discontinued from the start of the comparative year.

Revenue

Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer.

The below information is provided about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms and the related revenue recognition policies. Revenue from sales of sustainable solutions and other products is recognised at the transaction price to which the Group expects to be entitled after deducting sales taxes, excise duties, and similar levies. For contracts that contain separate performance obligations, the transaction price is allocated to those separate performance obligations by reference to their relative stand-alone selling prices. Revenue is recognised when control of the products has been transferred to the customer. This is either at the point of delivery or the point of receipt, depending on contractual conditions. Invoicing to customers does not necessarily have the same timing as the satisfaction of the performance obligations. If payments made by the customer exceed the revenue to be recognised, the balance is recorded as a contract liability. If payments made by the customer are below the revenue to be recognised, the balance is recorded as a contract asset.## FINANCIAL STATEMENTS

Revenue Recognition

The Group recognises revenue from software over time, given the performance obligation is met during the contract term, subject to the condition that it is reasonably possible to make a sufficiently reliable estimate of the progress of the activities. The activities should also result in an asset controlled by the client during the activities, and/or the activities should result in an asset for which there is no alternative use. In addition, the Group has an enforceable right to remuneration for the services already provided. In the case of fixed-rate projects, The Group recognises revenue based on the ratio of the costs already incurred to the total costs it expects to incur.

The Group recognises revenue from the sale of hardware and/or software at a point in time, given that the performance obligation has been met at the moment the hardware and/or software is delivered.

Employee Benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes.

Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Finance income and finance costs

The Group’s finance income and finance costs include:
* interest income;
* interest expense;
* the foreign currency gain or loss on financial assets and financial liabilities; and
* the gain on the remeasurement to fair value of any pre-existing interest in an acquiree in a business combination.

Interest income or expense is recognised using the effective interest method. Interest income or expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
* the gross carrying amount of the financial asset; or
* the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in OCI. The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are only offset if certain criteria are met.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
* temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
* temporary differences related to investments in subsidiaries, associates, and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
* taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

The measurement of deferred tax reflects the tax consequences that would follow from how the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are only offset if certain criteria are met.

Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out allocation method. Prepayments made on inventory are included in inventories as far as the Group has the economic risk over the inventory.

Property, plant, and equipment

Recognition and measurement

Items of property, plant, and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant, and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant, and equipment. Any gain or loss on disposal of an item of property, plant, and equipment is recognised in profit or loss. In the year 2023, a gain on sale was realised on one of the company cars and a temporary company office was sold (note 16). Subsequent expenditure is only capitalised if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation

Depreciation is calculated to write off the cost of items of property, plant, and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. The estimated useful lives of property, plant, and equipment for current and comparative periods are as follows:
* buildings: 10 years
* right to use assets: 5 years
* other: 3–5 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.

Intangible assets and goodwill

Goodwill

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Research and development

Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is only capitalised if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

Other intangible assets

Other intangible assets, including customer relationships, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.# FINANCIAL STATEMENTS

84 Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value, less the costs to sell. Any impairment loss on a disposal group is allocated first to goodwill and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, and deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted.

Financial instruments

Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

Classification and subsequent measurement – Financial assets

On initial recognition, a financial asset is classified as measured at:
* amortised cost;
* FVOCI—debt investment;
* FVOCI—equity investment; or
* FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
* it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
* its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

FINANCIAL STATEMENTS

85

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financials. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Currently, the Group only holds financial assets at amortised cost. Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains, and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Impairment

The Group recognises loss allowances for expected credit losses (ECLs) on:
* financial assets measured at amortised cost; and
* contract assets.

The Group measures loss allowances at an amount equal to lifetime ECLs. Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment that includes forward-looking information. The Group assumes that the credit risk on a financial asset has significantly increased if it is more than 30 days past due. The Group considers a financial asset to be in default when:
* the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
* the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (ie the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

FINANCIAL STATEMENTS

Evidence that a financial asset is credit-impaired includes the following:
* significant financial difficulty of the debtor;
* a breach of contract, such as a default or being more than 90 days past due;
* the restructuring of a loan or advance by the Group on terms that the Group would not otherwise consider;
* it is probable that the debtor will enter bankruptcy or other financial reorganisation; or the disappearance of an active market for security because of financial difficulties.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Group has no financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

Classification and subsequent measurement – Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Currently the group only holds financial liabilities at amortised cost. Financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.# FINANCIAL STATEMENTS

Derecognition

The Group derecognises a financial asset when:
• the contractual rights to the cash flows from the financial asset expire;
• if ownership of the financial asset is transferred; or
• it transfers the rights to receive the contractual cash flows in a transaction in which either substantially all of the risks and rewards are transferred, or the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

Share capital

Ordinary shares

Incremental costs directly attributable to the sale of ordinary shares are recognised as a deduction from equity. Income tax relating to the transaction costs of an equity transaction is accounted for in accordance with IAS 12.

Repurchase and sale of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in other reserves. When treasury shares are sold subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within other reserves.

Compound financial instruments

Compound financial instruments issued by the Group comprise convertible notes denominated in euro that are mandatorily converted to ordinary shares at maturity. The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to financial liability is recognised in profit or loss.

Leases

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on its relative stand-alone prices. However, for the leases of property, the Group elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option, or if there is a revised in-substance fixed lease payment. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group elected not to recognise the right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Fair value

The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants and the measurement date under current market conditions. Three widely used valuation techniques are: [IFRS 13:62]

• Market approach—uses prices and other relevant information generated by market transactions involving identical or comparable (similar) assets, liabilities, or a group of assets and liabilities (eg a business).
• Cost approach—reflects the amount that would be required currently to replace the service capacity of an asset (current replacement cost).
• Income approach—converts future amounts (cash flows or income and expenses) to a single current (discounted) amount, reflecting current market expectations about those future amounts.

In the years 2020 and 2021, costs were incurred for research, pre-feasibility, and feasibility studies for several projects. Due to the nature of these projects, the timing of these development costs is important. DGB currently has projects beyond feasibility studies. Consequently, this year's development costs are included in intangible assets because these costs incurred will generate revenue for several years after the carbon credits are validated annually or at multi-year validation. Because of the long-term duration of the project and the expected revenue and expenses in the long term, the income approach represents the fair value and also represents an unrealised gain on the project investments.

Standards issued but not yet effective

Application of new standards

In the year under review, where applicable, the Group applied new and amended IFRS standards and IFRIC interpretations relevant to the Group. The new standards and amendments to existing standards in 2023 have no material impact on the Group’s capital and results, nor on the notes to the financial statements.

Published standards which have not yet come into effect

Any published, new, and amended IFRS standards and interpretations that are not measured, do not have a material impact on the Group’s capital and results, nor on the notes to the financial statements.

As of the fourth quarter of 2021, the Group set up its new reporting segments structure. To monitor the operating segments, the board of the Group reviews the available financial information on a regular basis. As the activities of the operating segments are individually insignificant compared to the holding company, no operating segments are reported (less than 3% of combined assets, liabilities, and operational result). The operating segments are:

• DGB Project Management
• DGB Supply & Services
• DGB Technology Solutions

For a description of the core activities of these operating segments, we refer to the financial report.

Fair value hierarchy

The non-recurring fair value measurement for the discontinued operations and disposal group has been categorised as a Level 3 fair value based on the inputs to the valuation technique used. The value has been based on the fairness opinion issued together with the transaction details of the asset/liability transaction.

Set out below is a list of material subsidiaries of the Group.# FINANCIAL STATEMENTS

All the companies were fully owned unless indicated otherwise:
* DGB Project Management BV, Lelystad 100%
* DGB Technology Solutions BV, Lelystad, 100%
* DGB Supply & Services BV, Lelystad, 100%
* Statix Corporation BV, Amsterdam-Duivendrecht, 75%

Effective from October 1st, our company executed a strategic divestiture by selling our 75% ownership stake in Statix Corporation BV. The sale of our 75% stake in Statix Corporation BV is reflected in our financial statements through several key entries and disclosures, aligning with the IFRS. Furthermore, on 1 May 2021, the Group acquired 50% of the shares of Corekees Management BV (Corekees Management), Rotterdam. This company is an equity-accounted investee.

8. Operating segments

9. Measurement of fair values

89 FINANCIAL STATEMENTS

10. Discontinued operation and disposal group

In thousands of euro	2023
Revenue
-Cost of sales
-Gross profit
-Other income
-Selling and distribution expenses (3)
-Administrative expenses (3)
-Operating profit (6)
-Finance income	122
-Finance costs
-Net finance costs	122
-Share of profit of equity-accounted investees, net of tax
-Profit from discontinued operations before tax	106
-Income tax expense
-Profit from discontinued operations	106
-Loss on remeasurement and disposal
-Loss before tax on remeasurement to fair value less costs to sell
-Loss before tax on disposal	(106)
-Total loss on remeasurement and disposal	(106)

Effective from October 1st, our company executed a strategic divestiture by selling our 75% ownership stake in Statix Corporation BV.

90 FINANCIAL STATEMENTS

	In thousands of euro
Intangible assets
-Total non-current assets
-Inventories
-Cash and cash equivalents
-Total current assets
-Borrowings
-Trade and other payables	106
-Total current liabilities
-Total net assets	106
-Total consideration received in cash
-Cash and cash equivalents disposed of
-Net cash received
-Loss on disposal	(106)

The disposal of Statix Corporation BV led to a loss of €106,000 from discontinued operations.

91 FINANCIAL STATEMENTS

11. Revenue

The Group generates revenue primarily from the sale of software and sustainable solutions consisting of revenue from the sales of carbon credits. In the first quarter of 2023, a software platform was successfully developed, finalized, and sold. Furthermore, a payment was made to secure an option to purchase carbon credits at a predetermined price. However, the specific quantity of the carbon credits is to be determined at a later date in 2024.

In thousands of euro	Note	2023	2022
Continuing operations
Services
* consultancy		-	-
* software		100	-
* others		43	-
Environmental Credits
* carbon credits		-	1,136
* biodiversity credits		-	-
* plastic credits		-	-
Total		143	1,136

The revenue above contains the consolidated revenue. Revenue for both years is realised within the EU.

92 FINANCIAL STATEMENTS

12. Net finance result

In thousands of euro	Note	2023	2022
Interest income under the effective interest method on:
* Interest income from participants		273	277
Total interest income arising from financial assets		273	277
Financial liabilities under the effective interest method on:
* Interest cost from related parties		(59)	(2)
* Interest cost from convertible notes		(9)	(21)
* Other interest and cost		(816)	(75)
Total interest cost arising from financial liabilities		(884)	(98)
Net finance result recognised in profit or loss		(611)	179

The interest income relates mainly to the interest income on the loan note due by major shareholder the Prosper And Nature Foundation and contains results of subsidiaries. The interest cost in connection with the convertible loan notes consists of the effective interest rate on the liability component of these convertible loan notes. Other interest costs mainly relate to interest on green impact bonds.

93 FINANCIAL STATEMENTS

13. Earnings per share

In thousands of euro	Note	2023	2022
Profit (loss) for the year, attributable to the owners		(2,196,000)	(903,000)
of the Company:
Weighted-average number of shares
Basic
* Issued ordinary shares at 1 January		11,400,349	11,400,349
* Effect of treasury shares held		(793,237)	(1,299,842)
* Effect of treasury shares transferred		364,509	14,554
Weighted-average number of ordinary shares		10,971,621	10,115,061
at 31 December
Earnings per share		(0.20)	(0.11)

The earnings amounted to €(0.20) per share in 2023.

94 FINANCIAL STATEMENTS

14. Share-based payment arrangements

Share option programmes (equity-settled)

On 15 September 2021, the Group established share option programmes that entitle qualifying employees and Eligible Individuals to purchase shares in the Company. Under these programmes, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. The key terms and conditions related to the grants under these programmes are as follows: all options are to be settled by the physical delivery of shares.

Date of issuance	15-9-2021	31-12-2021	31-12-2022	31-12-2023	Total
Number of options granted to:
CEO	-	240,000	240,000	240,000	720,000
Qualifying employees and Eligible Individuals	218,770	3,612	290,000	682,333	1,194,715
Total	218,770	243,612	530,000	922,333	1,914,715

95 FINANCIAL STATEMENTS

The vesting period for granted share options is two years after the grant date. After vesting, the share options must be exercised within three years. For all the options issued, the exercise price amounts to €1.50. The fair value of the share options has been measured using the Black-Scholes formula. The outcome of the valuation process was that the options had a value of zero at the grant date. Hence, no impact on the equity nor the performance of the Company has been recorded. The volatility used in the calculation amounted to 15%. Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period since the asset/liability transaction in September 2020. The expected term of the instruments has been based on historical experience and general option holder behaviour. The number of shares in respect of which options may be granted under the DGB Share Option Scheme on any grant date when added to (a) the number of shares comprised in outstanding options granted pursuant to the DGB Share Option Scheme and (b) the number of shares which have been issued on the exercise of options that have been granted pursuant to the DGB Share Option Scheme, shall not exceed 25% of the number of ordinary shares in issue immediately prior to such grant date. A copy of the DGB Share Option Scheme can be downloaded from the Company’s website (www.green.earth).

96 FINANCIAL STATEMENTS

15. Income taxes

Amounts recognised in profit or loss

In thousands of euro | 2023 | 2022
---|---|---|
Current tax expense | |
Current year | - | -
Changes in estimates related to prior years | - | -
Deferred tax expense | - | -
Origination and reversal of temporary differences | - | -
Reduction in tax rate | - | -
Recognition of previously unrecognised tax losses | - | -80
Recognition of previously unrecognised (derecognition of | - | -
Net finance result recognised in profit or loss | - | -80

In 2023, tax income from a prior year was received.

97 FINANCIAL STATEMENTS

Reconciliation of effective tax rate

In thousands of euro | 2023 | 2023 | 2022 | 2022
---|---|---|---|---|
Profit before tax from continuing operations | | (2,048) | | (906)
Tax using the Company’s domestic tax rate | | 528 | 25.80% | 234 | 25.80%
Reduction in tax rate | | (139) | -6.80% | (98) | -10.80%
Tax effect of: | | | | |
* Share of profit of equity-accounted investees re-ported, net of tax | | | | |
* Non-deductible expenses | | | | |
* Tax-exempt income | | | | |
* Tax incentives | | | | |
* Current-year losses for which no deferred tax | | (389) | -19.00% | (136) | -15.00%
asset is recognised | | | | |
Other | | - | | 1 |
Recognition of previously unrecognised tax losses | | (80) | | - |

98 FINANCIAL STATEMENTS

16. Property, plant, and equipment

In thousands of euro	Buildings	Other assets	Total
Cost
Balance at 1 January 2022	61	211	272
Acquisitions through business combinations	-	-	-
Additions	-	235	235
Balance at 31 December 2022	61	446	507
Acquisitions through business combinations	-	-	-
Additions	(61)	(251)	(312)
Balance at 31 December 2023	-	195	195

In 2022 and again in 2023, a company car was sold. Additionally, in 2023 a temporary company office was sold.

99 FINANCIAL STATEMENTS

In thousands of euro	Buildings	Other assets	Total
Accumulated depreciation and impairment losses
Balance at 1 January 2022	7	19	26
Acquisitions through business combinations	-	-	-
Additions	6	26	32
Balance at 31 December 2022	13	45	58
Balance at 1 January 2023	-	-	-
Additions	-	-	-
Depreciation	-	39	39
Disposals	-	-	-
Impairments	-	-	-
Reclassification to assets held for Sale	(13)	-	(13)
Balance at 31 December 2023	-	84	84

100 FINANCIAL STATEMENTS

In thousands of euro	Buildings	Other assets	Total
Carry amounts
Carrying amounts
at 1 January 2022	60	211	271
at 31 December 2022	54	185	239
at 31 December 2023	-	111	111

101 FINANCIAL STATEMENTS

17. Intangible assets

In thousands of euro	Internal devel- oped software	Domain name	Projects	Goodwill	Total
Cost
Balance at 1 January 2022	36	34	-	-	70
Additions	-	127	78	21,450	21,655
Disposals	-	-	-	-	-
Reclassification to assets held for Sale	-	-	-	-	-
Balance at 31 December 2022	36	161	78	21,450	21,725
Acquisitions through business combinations	-	-	-	-	-
Additions	-	159	-	2,220	2,379
Reclassification to assets held for Sale	(36)	-	-	-	-
Balance at 31 December 2023	-	320	78	23,670	24,068

Goodwill
The goodwill resulting from the acquisition of a stake in Statix Corporation BV has been disposed of.

Domain name
In September 2022, DGB acquired the premium domain green.earth. At the moment the domain was first used, the amortisation started.

Projects
As a result of the expected increase in carbon credits associated with the project, there will be a proportional rise in the project's cash flow, which is accounted for as part of its intangible assets. In the valuation of the projects, a total of 44.9 million credits have been utilized. DGB prepared a separate Position Paper hereon: Project Developer Asset Valuation: Carbon Credit Pipeline.# FINANCIAL STATEMENTS

Accumulated depreciation and impairment losses

In thousands of euro

	Goodwill	Internal devel-oped software	Projects	Domain name	Total
Balance at 1 January 2022	-	-	-	-	-
Amortisation	-	-	-	-	-
Disposals	-	-	-	-	-
Impairments	-	-	-	-	-
Additions	-	3	9	-	12
Balance at 31 December 2022	-	3	9	-	12
Acquisitions through business combinations	-	-	-	-	-
Additions	-	21	17	-	38
Balance at 31 December 2022	-	24	26	-	50

Carrying amounts
at 1 January 2021 | 36 | 34 | - | - | 70 |
at 31 December 2022 | 36 | 158 | 69 | 21,450 | 21,713 |
at 31 December 2023 | - | 296 | 52 | 23,670 | 24,018 |

18. Equity-accounted investees

In thousands of euro

	Note	2023	2022
Interests in associates		317	493
Balance at 31 December		317	493

The following table summarises the financial information of Corekees Management as included in its own financial statements, adjusted for fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the summarised financial information to the carrying amount.

The following table summarises the financial information of Corekees Management as included in its own financial statements, adjusted for fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the summarised financial information to the carrying amount.

In thousands of euro	2023	2022
Percentage ownership interest	50%	50%
Non-current assets	9	15
Current assets	301	322
Non-current liabilities	(21)	(21)
Current liabilities	(47)	(17)
Net Assets (100%)	242	299
Group’s share of net assets	50%	121
Elimination of intercompany positions	-	-
Goodwill	196	244
Carrying amount of interest in associate	317	393

In thousands of euro	2023	2022
Revenue	313	135
Profit from operations (100%)	(154)	(77)
Other comprehensive income (100%)	-	-
Total comprehensive income (100%)	(154)	(77)
Total comprehensive income (50%)	(77)	(39)
Elimination of intercompany transactions	-	-
Group’s share of total comprehensive income	(77)	(39)

19. Inventories

In thousands of euro	2023	2022
Raw materials and consumables	-	164
Finished goods	-	-
Prepayments on inventory	(1,547)	(1,072)
Inventories	(1,547)	(908)

In 2021, the Company entered into non-financial forward purchase contracts with regard to voluntary carbon offsets. The total number of voluntary carbon offsets under these forward contracts are estimated at 157,000 tonnes with a total estimated purchase value of €868,000. On these contracts, prepayments have been made amounting to €164,000. In 2023, the contract worth €164,000 was rescinded, and the funds were returned to the buyer.

On 31 August 2022, a buyer committed to buy 507,720 Carbon credits from a project and provide DGB with cash payments of €1.7 million upon achieving certain milestones. The project advanced to the subsequent phase as its Project Design Document was submitted to an external auditor. DGB received €450,000 for accomplishing this milestone on May 5th. The remaining value of the contract is contingent upon the achievement of an additional milestone.

The forward contracts have not been considered as derivatives as the voluntary carbon offsets will be used by the Company for its own use based on expected activities. Furthermore, these contracts do not include a clause with the possibility to be settled on a net basis. Hence, the contracts do not meet the definition of a derivative financial instrument for accounting purposes. Upon the registration of the voluntary carbon offsets on the account of the Company, the voluntary carbon offsets will be recognised as inventory.

20. Trade and other receivables

In thousands of euro	Note	2023	2022
Receivables due from related parties		5,985	5,989
Other trade receivables		248	(16)
Total		6,233	5,973

The Company has a receivable on the Prosper And Nature Foundation. In the second half of 2023, the Company entered into negotiations with the Prosper And Nature Foundation and agreed to extend the loan until 30 June 2024 with an interest of 3% under certain conditions. DGB received repayments of the loan in the third quarter of 2023. In addition, the Company still intends to repurchase a portion of the shares held by the Prosper And Nature Foundation. The Board of Directors may at any time repurchase DGB shares from the Prosper And Nature Foundation at a discount of 10% on the average share price of the last 30 days with a minimum price of €1.00 as soon as the Company obtains a purchase authorisation from shareholders at the Annual General Meeting after publication and adoption of the annual results for 2023.

21. Cash and cash equivalents

In thousands of euro	2023	2022
Bank balances	33	155
Call deposits	-	-
Cash and cash equivalents in the statement of financial position	33	155

Cash and cash equivalents are at free disposal of the Group.

22. Capital and reserves

Ordinary shares
Share capital and share premium | Ordinary shares issued | Treasury shares held | Ordinary shares outstanding
---|---|---|---
Position at 1 January 2022 | 11,400,349 | (1,299,842) | 10,100,507
Transferred / purchased shares in 2021 | - | 14,554 | 14,554
Position at 31 December 2022 | 11,400,349 | (793,237) | 10,607,112
Sold treasury shares under facility agreement | - | 364,509 | 364,509
Position at 31 December 2023 | 11,400,349 | (428,728) | 10,971,621

All ordinary shares rank equally with regard to the Company’s residual assets.

Ordinary shares Holders of these shares are entitled to dividends if declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are sold.

Priority shares The intended repurchase of all priority shares by the Company has not been completed, as certain legal formalities for the repurchase and transfer of the priority shares to the Company have not yet been finalised. The 100 priority shares are currently still held by Ms Van der Meulen. The Company aims to finalise the repurchase of shares as soon as possible.

Reserves Other reserves Other reserves comprise past retained earnings allocated to the reserves and treasury shares.

Convertible notes The reserve for convertible notes comprises the amount allocated to the equity component for the convertible notes issued by the Company in 2023 (see note 23).

Capital management The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and market confidence and to sustain future development of the business. The activities of the Company depend on the appetite of investors. Investments can be financed through either equity and/or borrowings. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net debt is calculated as total liabilities less cash and cash equivalents. Equity comprises all components of equity.

Net debt to equity

The Group’s net debt to equity ratio at 31 December 2023 was as follows.

In thousands of euro	2023	2022
Total liabilities	6,881	3,016
Less: cash and cash equivalents	(33)	(155)
Net debt	6,848	2,861
Total equity	22,284	24,641
Net debt to adjusted equity ratio	31%	12%

23. Non-current liabilities

In thousands of euro	2023	2022
Non-current liabilities
Subordinated loan	-	-
Convertible notes	-	68
Lease liabilities	91	144
Other loans	6,180	1,978
	6,271	2,190
Current liabilities
Subordinated loan	-	-
Convertible notes	98	27
Lease liabilities	41	39
Other loans	471	760
	610	826

Non-current liabilities
Subordinated | Convertible | Lease liabili- | |
In thousands of euro | Other loans | Total | loan | notes | ties |
Balance at 1 January 2022 | - | 102 | 74 | 63 | 239 |
Redeemed as part of the asset/liability transaction | - | - | - | - | - |
Issued new liability part of convertible loan | - | (7) | - | - | (7) |
Issued new loans | - | - | - | 2,675 | 2,675 |
Issued new lease | - | - | 109 | - | 109 |
Total amount of loans | - | 95 | 183 | 2,738 | 3,016 |
Current part of loans | - | (27) | (39) | (760) | (826) |
Balance at 31 December 2022 | - | 68 | 144 | 1,978 | 2,190 |
Redeemed as part of the asset/liability transaction | - | - | (12) | - | (12) |
Issued new liability part of convertible loan | - | - | - | - | - |
Issued new loans | - | 30 | - | 4,673 | 4,703 |
Issued new lease | - | - | - | - | - |
Total amount of loans | - | 98 | 132 | 6,651 | 6,881 |
Current part of loans | - | (98) | (41) | (471) | (610) |
Balance at 31 December 2023 | - | - | 91 | 6,180 | 6,271 |

Subordinated loan The interest is due every quarter and is payable in cash.

Other loans The convertible notes The Company issued convertible loan notes for an amount of €580,000, qualifying under the exemptions to the obligation to publish a prospectus or information document (addressed solely to qualified investors and offered to fewer than 150 natural or legal persons in the Netherlands). The financial liability at inception amounts to €130,000. The balance, amounting to €441,000, is recorded as a separate component under equity. In September 2023, the convertible notes underwent conversion and most were subsequently transferred to bondholders.

Lease liabilities In 2020, lease liabilities were incurred in connection with the purchase of a company car under Finance Lease. In 2021, a second company car was acquired under Finance Lease. In 2022, three new company cars were acquired under Finance Lease. In 2022 and again in 2023, a company car was sold. In May 2021, 50% of the shares in Corekees Management were acquired.The consideration paid amounts to €480,000, being the net present value of eight payments of €62,500 over a period of two years. The last payment has been made in 2023 and therefore there are no outstanding payments.

FINANCIAL STATEMENTS

In thousands of euro

Note	2023	2022
Liabilities due to related parties	-	63
Trade payables third parties	6,180	1,978
Income tax payable	(6)	6
Accrued expenses	-	-
Other payables	97	143
Current part of non-current liabilities	610	826
Total trade and other payables	6,881	3,016

24. Current liabilities

The trade payables to third parties, totaling €6,180,000, consist of amounts owed to bondholders. Other payables include lease liabilities. The current portion of non-current liabilities comprises the current portion of lease liabilities and other outstanding payments.

116

FINANCIAL STATEMENTS

117

Accounting classifications

All financial assets and liabilities are classified at amortised cost. Hence, no fair value valuation applies to these instruments except for their initial recognition. The initial fair value was determined by discounted cash flows. The valuation model considers the present value of expected proceeds and payments, discounted using a risk-adjusted discount rate. Their carrying amount is a reasonable approximation of fair value.

Financial risk management

The Group has exposure to the following risks arising from financial instruments:

• credit risk;
• liquidity risk; and
• market risk.

Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Due to the absence of non-executive directors, the Board of Directors is also responsible for monitoring compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment where all employees understand their roles and obligations. The Board of Directors engaged a specialised firm by the end of 2021 to assist in its oversight role by third line of defence. This firm undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It arises principally from the Group’s receivables from customers and related parties. The carrying amounts of financial assets and contract assets represent the maximum credit exposure.

Impairment losses on financial assets and contract assets recognised in profit or loss were as follows.

FINANCIAL STATEMENTS

Impairment losses	In thousands of euro	2023	2022
Impairment loss on trade receivables arising from contracts with customers from discontinued operations	-	-
Impairment loss on amounts receivable from related parties	-	-

The Board of Directors analyses each new customer individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, if they are available, financial statements, credit agency information, industry information, and in some cases, bank references. The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period for individual and corporate customers, respectively.

118

FINANCIAL STATEMENTS

119

The Group held cash and cash equivalents of €33,000 on 31 December 2023 (2022: €155,000). The cash and cash equivalents are held with financial institution counterparties, which are rated AA to AA+ based on the most common rating agencies (eg Moody’s). No impairment on cash and cash equivalents has been measured on a 12-month expected-loss basis and reflects the short maturities of exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next 90 days. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. On 31 December 2023, the expected cash inflows from trade and other receivables maturing within three months were €1.500 (2022: €1,100 ) and the expected cash outflows from trade and other payables due within three months were in line with trade creditors and accrued expenses. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.

FINANCIAL STATEMENTS

Contractual cash flows per 31 December 2023
In thousands of euro	Carrying amount	Total	3 months or less	More than 3-12 months	1-2 years	2-5 years	5 years
Financial liability
Convertible notes	98	98	-	98	-	-	-
Lease liabilities	132	132	12	29	32	59	-
Other loans	6,180	6,180	-	140	-	6,040	-
Liabilities due to related parties	-	-	-	-	-	-	-
Trade payables third parties	-	-	-	-	-	-	-
Accrued expenses	-	-	-	-	-	-	-
Other payables	471	471	471	-	-	-	-
Total	6,881	6,881	483	267	32	6,099	-

120

FINANCIAL STATEMENTS

Contractual cash flows per 31 December 2022
In thousands of euro	Carrying amount	Total	3 months or less	More than 3-12 months	1-2 years	2-5 years	5 years
Financial liability
Convertible notes	95	104	9	27	36	32	-
Lease liabilities	183	198	14	35	67	82	-
Other loans	2,547	2,547	569	190	265	1,523	-
Liabilities due to related parties	62	62	62	-	-	-	-
Trade payables third parties	58	58	58	-	-	-	-
Accrued expenses	-	-	-	-	-	-	-
Other payables	71	71	71	-	-	-	-
Total	3,016	1,197	783	252	368	1,637	-

121

FINANCIAL STATEMENTS

122

Market risk

Market risk is the risk that changes in market prices—eg foreign exchange rates, interest rates, and equity prices—will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising return. The Group uses no derivatives to manage market risks. Generally, the Group seeks to apply natural hedges to manage volatility in profit or loss. All interest-bearing financial assets and financial liabilities are subject to fixed interest rates. Although this increases market risk, the Group accepts this risk above the risk for unpredictable cash inflows and outflows. The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currency of the Group which is euro. The currencies in which these transactions are primarily denominated are euro and US dollars. The current exposure of the mismatch between currencies is acceptable for management. If exposure increases in the future, management will consider mitigating that risk accordingly on a transaction-by-transaction basis by using forward exchange contracts to hedge its currency risk.

Exposure to currency risk

As per 31 December 2023, the exposure regarding currency risk is as follows:

• $150,000 for project costs for an external supplier.

FINANCIAL STATEMENTS

123

Since 2021, the Group engaged with Climate Investment Partners, which specialises in providing technical carbon accounting consultancy for nature-based solutions, to perform services amounting to $150,000. Climate Investment Partners strongly focuses on strategic collaborations and an impressive track record of professional experience across various countries, aligning with DGB's commitment to conserving and restoring natural ecosystems. Climate Investment Partners meets high social and environmental performance standards, accountability, and transparency, making them an ideal partner for DGB in its mission to develop and manage carbon projects that deliver genuine positive impacts.

26. Commitments

FINANCIAL STATEMENTS

27. Related parties

Transactions with key management personnel

Key management of the Company is considered the Board of Directors. The Board of Directors consisted in 2022 of Mr S A M Duijvestijn (CEO). Short-term employee benefits for 2023 amounted to €120,000 as approved at the Annual General Meeting of 15 September 2021. The remuneration package of the CEO does not include post-employee benefits. The other long-term benefits amount to 100% of the annual salary of the CEO which is €120,000. In total, the CEO has been awarded 360,000 options under the share option plan in the period 2020 till 2023.# FINANCIAL STATEMENTS

In thousands of euro
| | 2023 | 2022 |
|------------------------|------|------|
| Short-term employee benefits | 120 | 133 |
| Post-employment benefits | - | - |
| Other long-term benefits | 120 | 120 |
| Termination benefits | | |
| Share-based payments | - | - |
| | 240 | 240 |

Loan and related interest income

Transaction values for the year ended 31 December
| | 2023 | 2022 | 2023 |
|----------------------------------------|-------|-------|-------|
| | | | |
| In thousands of euro | | | |
| Loan and related interest income | | | |
| Stichting Dutch Green Foundation - Interest resp. loan | (10) | 170 | 5,493 |
| Stichting Dutch Green Foundation - current account | N/A | N/A | 419 |
| CEO - current account | N/A | N/A | 72 |

All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in cash. None of the balances are secured. No expense has been recognised in the current year or prior year for bad or doubtful debts in respect of amounts owed by related parties. With regard to further disclosure on this loan, reference is made to note 20.

On 8 January 2024, DGB has successfully obtained a confirmation letter from a European Public Interest Entity (PIE) audit firm. This letter signifies the audit firm's readiness and capability to conduct the audit of DGB's financial statements for the fiscal year 2024. This development is a significant step towards solidifying DGB’s long-term listing status. The receipt of a confirmation letter is in line with the compliance guidelines set by Euronext Amsterdam on 11 October 2023, underscoring DGB's commitment to regulatory adherence and robust financial oversight. The selected audit firm, based within the European Union, fulfills all PIE registration requirements. The firm has informed DGB of its registration with the AFM and anticipates that this process will be completed shortly. The audit will be carried out by a Dutch external accountant who is already registered with both the NBA and AFM.

On 9 January 2024 has effectively secured its continued listing on Euronext Amsterdam. This achievement highlights DGB's unwavering commitment to regulatory compliance, proactive governance, and financial transparency. Following the successful receipt of an assignment letter from a European Public Interest Entity (“PIE”) audit firm, Euronext Amsterdam today confirmed the halt of the delisting process for DGB, ensuring DGB Group's presence on the stock exchange. DGB will remain in the JG trading group of Euronext Amsterdam until the 2024 audit is completed. The Board of Directors is diligently working to expedite this process. Remaining listed on Euronext Amsterdam bolsters DGB's visibility in the global market and provides access to a wider investor base, supporting the Group's long-term goal.

On 22 February 2024, DGB announced its expansion into the French market. This strategic move is marked by the launch of a fully translated French version of its website, along with the commitment to publish future press releases in French, thereby reinforcing our engagement with the Francophone community. The French stock market and its investors are well-equipped for small- and mid-cap companies. DGB believes it is a welcome addition to the French exchange and its investors. DGB is strategically exploring a dual listing on Euronext Paris, underscoring its enduring dedication to the French market. Updates about this are expected later in 2024.

28. Subsequent events

Financial statements - Company only

GREENZONE REFORESTATION PROJECT
Ricinodendron heudelotii
ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP
(AFRICAN OIL-NUT-TREE)

FINANCIAL STATEMENTS - COMPANY ONLY

Company-only financial statements as at 31 December 2023

Statement of financial position (before Appropriation of Result)

	Note	2023	2022
Assets
Property, plant and equipment	31	111	238
Intangible assets and goodwill	32	52	96
Equity accounted investees	33	261	497
Non-current assets		424	831
Inventories	34	-	164
Trade and other receivables	35	9,235	7,096
Cash and cash equivalents	36	29	95
Current assets		9,264	7,355
Total assets		9,688	8,186

	Note	2023	2022
Equity
Share capital	37	228	228
Share premium		11,152	11,152
Convertible loans		-	441
Reserves		(6,091)	(5,505)
Retained earnings		(2,224)	(1,051)
Equity attributable to owners of the Company		3,065	5,265
Liabilities
Convertible bonds	38	91	68
Bonds		6,180	1,978
Trade and other payables	43	-	144
Non-current liabilities		6,271	2,190
Convertible notes		98	-
Current tax liabilities		(6)	36
Loans and borrowings	38	41	629
Trade and other payables	39	219	66
Current liabilities		352	731
Total liabilities		6,623	2,921
Total equity and liabilities		9,688	8,186

Company statement of profit or loss

	Note	2023	2022
In thousands of euro
Continuing operations
Revenue	40	-	-
Cost of sales		(87)	-
Gross profit		87	9
Other income		3	9
Selling and distribution expenses	41	(515)	(264)
Administrative expenses	41	(749)	(985)
Operating result		(1,174)	(1,241)
Finance income		(189)	23
Finance costs		(704)	206
Net finance costs	42	(893)	229
Profit before tax		(2,067)	(1,013)
Income tax expense	43	(80)	-
Profit after tax		(2,147)	(1,013)
Share of profit of equity-accounted investees, net of tax		(77)	(39)
Profit from continuing operations		(2,224)	(1,051)
For the year ended 31 December 2023

DGB Group NV (the Company/DGB) is domiciled in the Netherlands. The Company’s registered office is at Runderweg 6, 8219PK, Lelystad, the Netherlands, under Trade Register number 32017953. The Company’s financial statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code. In preparing these financial statements, the Company availed itself of the facility offered by Section 362(8), Book 2 of the Dutch Civil Code to use the same accounting policies (including those for the presentation of financial instruments as equity or loan capital) for the Company and the consolidated financial statements. The Company’s financial statements are presented in euros. Amounts are in thousands of euros, unless otherwise indicated. The accounting policies for the Company's financial statements are the same as for the consolidated financial statements except for the accounting policy below. If no further policies are mentioned, reference is made to the accounting policies for the consolidated financial statements.

Financial assets/investments in associates
Associates and group companies in which the Company exercises control or where the Company is responsible for central management are accounted for using the equity method. The equity method is a method of accounting whereby the net assets, liabilities, and provisions of the group company are measured, and profit is calculated based on the accounting policies used in the consolidated financial statements. Receivables from group companies are measured based on the accounting policies used in the consolidated financial statements. The expected credit losses on claims on group companies, as stated in IFRS 9, are recognised in the carrying amounts of the associated companies.

29. Reporting entity

30. Accounting policies

FINANCIAL STATEMENTS - COMPANY ONLY

31. Property, plant, and equipment

In thousands of euro	Buildings	Other assets	Total
Cost
Balance at 1 January 2021	61	131	192
Additions	-	104	104
Disposals	-	-	-
Balance at 31 December 2022	61	235	296
Additions	-	-	-
Disposals	(61)	(40)	(101)
Balance at 31 December 2023	-	195	195

In thousands of euro	Buildings	Other assets	Total
Accumulated depreciation and impairment losses
Balance at 1 January 2022	7	19	26
Depreciation	6	34	40
Disposals	-	(8)	(8)
Balance at 31 December 2022	13	45	58
Depreciation	-	39	39
Disposals	(13)	-	(13)
Balance at 31 December 2023	-	84	84

In thousands of euro	Buildings	Other assets	Total
Carrying amounts
at 1 January 2022	61	131	192
at 31 December 2022	48	190	238
at 31 December 2023	-	111	111

In 2022 and again in 2023, a company car was sold. Additionally, in 2023 a temporary company office was sold.

32. Intangible assets

In thousands of euro	Cost	Depreciation	Impairment losses	Total
Balance at 1 January 2022	27	19	105
Additions	-	34	-
Disposals	-	-	-
Balance at 31 December 2022	27	78	105
Additions	-	-	-
Disposals	(27)	-	(27)
Balance at 31 December 2023	-	78	78

In thousands of euro	Goodwill	Domain name	Total
Accumulated depreciation and impairment losses
Additions	-	-	-
Disposals	-	9	9
Balance at 31 December 2022	-	9	9
Additions	-	17	17
Disposals	-	-	-
Balance at 31 December 2023	26	26

In thousands of euro	Goodwill	Domain name	Total
Carrying amounts
at 1 January 2022	27	78	105
at 31 December 2022	27	69	96
at 31 December 2023	-	52	52

Goodwill
The goodwill resulting from the acquisition of a stake in Statix Corporation BV has been disposed of.

Domain name
In September 2022, DGB acquired the premium domain green.earth. At the moment the domain was first used, the amortisation started.

33. Financial fixed assets

In thousands of euro	Investments in group companies	Receivables from group companies	Total
Balance at 1 January 2022	418	157	575
Additions	-	95	95
Share of profit	(356)	-	(356)
Impairment on receivable	-	-	-
Balance at 31 December 2022	62	252	314
Additions	-	261	261
Share of profit	-	-	-
Disposals	(62)	(252)	(314)
Balance at 31 December 2023	-	261	261

In May 2021, 50% of the shares in Corekees Management were acquired. The consideration paid amounts to €480,000, being the net present value of eight payments of €62,500 over a period of two years. The last payment has been made in 2023 and therefore there are no outstanding payments. The goodwill associated with the acquisition of the stake in Statix Corporation BV is disposed.

In thousands of euro	2023	2022
Prepayments on inventory	-	164
Inventories	-	164

34.# Inventories

During the reporting period, the Company entered into non-financial forward purchase contracts with regard to voluntary carbon offsets to secure these for its balance sheet. The total number of voluntary carbon offsets under these forward contracts are estimated at 157,000 tonnes with a total estimated purchase value of €868,000. On these contracts, prepayments have been made amounting to €164,000. In 2023, the contract worth €164,000 was rescinded, and the funds were returned to the buyer. The forward contracts have not been considered as derivatives as the voluntary carbon offsets will be used by the Company for its own use based on expected activities. Furthermore, these contracts do not include a clause with the possibility to be settled on a net basis. Hence, the contracts do not meet the definition of a derivative financial instrument for accounting purposes. Upon the registration of the voluntary carbon offsets on the account of the Company, the voluntary carbon offsets will be recognised as inventory.

FINANCIAL STATEMENTS - COMPANY ONLY

In thousands of euro

	Note	2023	2022
Receivables due from related parties	5,985	5,989
Prepayments	127	1
Current account positions with group companies	3,123	758
Total	9,235	6,748

35. Trade and other receivables

Receivable on related parties

The Company has a receivable on the Prosper And Nature Foundation. In the second half of 2023, the Company entered into negotiations with the Prosper And Nature Foundation and agreed to extend the loan until 30 June 2024 with an interest of 3% under certain conditions. DGB received repayments of the loan in the third quarter of 2023. In addition, the Company still intends to repurchase a portion of the shares held by the Prosper And Nature Foundation. The Board of Directors may at any time repurchase DGB shares from the Prosper And Nature Foundation at a discount of 10% on the average share price of the last 30 days with a minimum price of €1.00 as soon as the Company obtains a purchase authorisation from shareholders at the Annual General Meeting after publication and adoption of the annual results for 2023.

FINANCIAL STATEMENTS - COMPANY ONLY

In thousands of euro

	2023	2022
Bank balances	29	95
Call deposits	-	-
Cash and cash equivalents in the statement of financial position	29	95

36. Cash and cash equivalents

Cash and cash equivalents are at free disposal of the Company.

FINANCIAL STATEMENTS - COMPANY ONLY

37. Equity capital and reserves

Movements in equity capital and reserves were as follows:

	Equity Share capital	Share premium	Other Reserves	Retained earnings	Convertible loans	Equity attributable to owners of the Company
Balance at 1 January 2022	228	11,152	(4,728)	(1,106)	441	5,987
Allocation results	-	-	(1,106)	1,106	-	-
Profit for the period	-	-	-	(1,051)	-	(1,051)
Issue of treasury shares	-	-	328	-	-	328
Bond mandatory convertible into shares	-	-	-	-	-	-
Other movement	-	-	1	-	-	1
Balance at 31 December 2022	228	11,152	(5,505)	(1,051)	441	5,265

FINANCIAL STATEMENTS - COMPANY ONLY

	Equity Share capital	Share premium	Other Reserves	Retained earnings	Convertible loans	Equity attributable to owners of the Company
Balance at 1 January 2023	228	11,152	(5,505)	(1,051)	441	5,265
Allocation results	-	-	(1,051)	1,051	-	-
Profit for the period	-	-	-	(2,224)	-	(2,224)
Issue of treasury shares	-	-	448	-	-	448
Bond mandatory convertible into shares	-	-	-	-	(441)	(441)
Other movement	-	-	17	-	-	17
Balance at 31 December 2023	228	11,152	(6,091)	(2,224)	-	3,065

FINANCIAL STATEMENTS - COMPANY ONLY

	Share capital	Share premium	Ordinary shares issued	Treasury shares held	Ordinary shares outstanding
Position at 1 January 2022	11,400,349		(1,299,842)	10,100,507
Purchased shares in 2021			14,554	14,554
Position at 31 December 2022	11,400,349		(793,237)	10,607,112
Transferred treasury shares under facility agreement			364,509	364,509
Position at 31 December 2023	11,400,349		(428,728)	10,971,621

FINANCIAL STATEMENTS - COMPANY ONLY

Ordinary shares

Holders of these shares are entitled to dividends if declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are sold.

Reserves

Legal reserve

The reserve for the Company’s treasury shares comprises the cost of the priority shares. The Board of Directors wishes to repurchase all issued and outstanding priority shares, which following the management buyout by the previous Board of Directors, no longer serves a purpose.

Other reserves

Other reserves comprise past retained earnings allocated to the reserves and treasury shares.

Company shares held by the Group

On 31 December 2023, the Group held 428,728 shares (2022 793,237).

Convertible notes

The reserve for convertible notes comprises the amount allocated to the equity component for the convertible notes issued by the Company in 2023 (see note 39).

FINANCIAL STATEMENTS - COMPANY ONLY

In thousands of euro

	Note	2023	2022
Non-current liabilities
Subordinated loan		-	-
Convertible notes		-	68
Lease liabilities		91	144
Other loans		6,180	1,978
Total		6,271	2,190
Current liabilities
Subordinated loan		-	-
Convertible notes		98	27
Lease liabilities		41	39
Other loans		213	664
Total		352	730

38. Non-current liabilities

FINANCIAL STATEMENTS - COMPANY ONLY

In thousands of euro

	Subordinated loan	Convertible notes	Lease liabilities	Other loans	Total
Balance at 1 January 2022	-	102	74	63	239
Redeemed
Issued liability part of convertible loan		(7)			(7)
Issued new loans				2,579	2,579
Issued new lease			109		109
Total amount of loans	-	95	183	2,642	2,920
Current part of loans		(27)	(39)	(664)	(730)
Balance at 31 December 2022	-	68	144	1,978	2,190
Balance at 1 January 2023	-	68	144	1,978	2,190
Redeemed			(12)		(12)
Issued liability part of convertible loan
Issued new loans				4,374	4,445
Issued new lease
Total amount of loans	-	139	132	6,352	6,623
Current part of loans		(98)	(41)	(213)	(352)
Balance at 31 December 2023	-	41	91	6,139	6,271

FINANCIAL STATEMENTS - COMPANY ONLY

Other loans

The interest is due every quarter and is payable in cash. In substance, this transaction contains an equity component and a liability component. The liability component has been calculated by the net present value of the interest payments at a discount rate equal to market rates.

Convertible notes

The Company issued convertible loan notes for an amount of €580,000, qualifying under the exemptions to the obligation to publish a prospectus or information document (addressed solely to qualified investors and offered to fewer than 150 natural or legal persons in the Netherlands). The financial liability at inception amounts to €130,000. The balance, amounting to €441,000, is recorded as a separate component under equity. In September 2023, the convertible notes underwent conversion and most were subsequently transferred to bondholders.

Lease liabilities

In 2020, lease liabilities were incurred in connection with the purchase of a company car under Finance Lease. In 2021, a second company car was acquired under Finance Lease. In 2022, three new company cars were acquired under Finance Lease. In 2022 and again in 2023, a company car was sold. In May 2021, 50% of the shares in Corekees Management were acquired. The consideration paid amounts to €480,000, being the net present value of eight payments of €62,500 over a period of two year. The last payment has been made in 2023 and therefore there are no outstanding payments.

FINANCIAL STATEMENTS - COMPANY ONLY

In thousands of euro

	2023	2022
Liabilities due to related parties	-	68
Trade payables third parties	6,271	2,104
Income tax payable	-	-
Other taxes	-	6
Accrued expenses	-	-
Current account group companies	-	12
Current part of non-current liabilities	352	730
Total trade and other payables	6,623	2,920

39. Current liabilities

FINANCIAL STATEMENTS - COMPANY ONLY

40. Revenue

The Company generates revenue by charging management fees to its subsidiaries and rental charges for using its facilities.

In thousands of euro

	Total	2023	2022
Management fee		-	-
Rent		-	-
Total revenue		-	-

In the current reporting year, no rent or management fees were charged to the subsidiaries.

FINANCIAL STATEMENTS - COMPANY ONLY

41. Operational cost

Operational cost consists of selling expenses and administrative expenses. Selling expenses can be specified as follows:

In thousands of euro

	2022	2021
Employee benefits	150	19
Marketing	259	205
Communication	-	9
Other	6	31
Total	515	264

FINANCIAL STATEMENTS - COMPANY ONLY

Administrative expenses can be specified as follows:

In thousands of euro

	2023	2022
Employee benefits of the Board	338	298
ICT	41	61
Legal and administrative advise	123	352
Travel	117	112
Depreciation	49	81
Other	81	83
Total	749	986

FINANCIAL STATEMENTS - COMPANY ONLY

Company statement of profit or loss

Employee benefits can be specified as follows:

In thousands of euro

	2023	2022
Wages and salary	119	181
Social security cost	12	25
Other	19	19
Total	150	225

The average number of full-time equivalent (FTE) during the year under review amounted to 2 FTE. For a breakdown of the employee benefits of the board, we refer to note 27 in the consolidated financial statements.

FINANCIAL STATEMENTS - COMPANY ONLY

42.# FINANCIAL STATEMENTS - COMPANY ONLY

Net finance result

In thousands of euro	Note	2023	2022
Interest income under the effective interest method on:
• Interest income from participants		(189)	23
Total interest income arising from financial assets		(189)	23
Financial liabilities under the effective interest method on:
• Interest cost from other loans to group companies		(59)	(12)
• Interest cost from related parties		-	-
• Interest cost from convertible notes		-	(21)
• Other interest and cost		(645)	239
Total interest cost arising from financial liabilities		(704)	206
Net finance result recognised in profit or loss		(893)	229

The interest income relates mainly to the interest income on the loan note due by major shareholder the Prosper And Nature Foundation and contains results of subsidiaries. The interest cost in connection with the convertible loan notes consists of the effective interest rate on the liability component of these convertible loan notes. Other interest costs mainly relate to interest on green impact bonds.

43. Income taxes

Amounts recognised in profit or loss

In thousands of euro	2023	2022
Current tax expense
Current year	-	-
Changes in estimates related to prior years	-	-
Deferred tax expense
Origination and reversal of temporary differences	-	-
Reduction in tax rate	-	-
Recognition of previously unrecognised tax losses	-80	-
Recognition of previously unrecognised (derecognition of	-	-
Tax expense on continuing operations	-80	-

In 2023, tax income from a prior year was received.

In thousands of euro	2023	2023	2022	2022
Profit before tax from continuing operations	2,067		1,011
Tax using the Company’s domestic tax rate	533	25.80%	261	25.80%
Reduction in tax rate	(141)	-6.80%	(109)	-10.80%
Tax effect of:
• Current-year losses for which no deferred tax asset is recognised	(393)	-19.00%	(153)	-15.00%
Other	-		-
Recognition of previously unrecognised tax losses	-		-

44. Subsequent events

On 8 January 2024, DGB has successfully obtained a confirmation letter from a European Public Interest Entity (PIE) audit firm. This letter signifies the audit firm's readiness and capability to conduct the audit of DGB's financial statements for the fiscal year 2024. This development is a significant step towards solidifying DGB’s long-term listing status. The receipt of a confirmation letter is in line with the compliance guidelines set by Euronext Amsterdam on 11 October 2023, underscoring DGB's commitment to regulatory adherence and robust financial oversight. The selected audit firm, based within the European Union, fulfills all PIE registration requirements. The firm has informed DGB of its registration with the AFM and anticipates that this process will be completed shortly. The audit will be carried out by a Dutch external accountant who is already registered with both the NBA and AFM.

On 9 January 2024 has effectively secured its continued listing on Euronext Amsterdam. This achievement highlights DGB's unwavering commitment to regulatory compliance, proactive governance, and financial transparency. Following the successful receipt of an assignment letter from a European Public Interest Entity (“PIE”) audit firm, Euronext Amsterdam today confirmed the halt of the delisting process for DGB, ensuring DGB Group's presence on the stock exchange. DGB will remain in the JG trading group of Euronext Amsterdam until the 2024 audit is completed. The Board of Directors is diligently working to expedite this process. Remaining listed on Euronext Amsterdam bolsters DGB's visibility in the global market and provides access to a wider investor base, supporting the Group's long-term goal.

On 22 February 2024, DGB announced its expansion into the French market. This strategic move is marked by the launch of a fully translated French version of its website, along with the commitment to publish future press releases in French, thereby reinforcing our engagement with the Francophone community. The French stock market and its investors are well-equipped for small- and mid-cap companies. DGB believes it is a welcome addition to the French exchange and its investors. DGB is strategically exploring a dual listing on Euronext Paris, underscoring its enduring dedication to the French market. Updates about this are expected later in 2024.

Other Information

Articles of association provision regarding profit appropriation in accordance with Article 18

18.1 From the profit, as appearing from the adopted annual accounts, first of all, insofar as possible and with due observance of the provisions of Article 18.5, a distribution is made on the preference shares and the priority shares at the percentage referred to below of the percentage from time to time in the course of the amount paid up on those shares in the financial year concerned. The dividend on the preference shares and the priority shares will only be paid over the number of days that such shares were actually outstanding in the relevant financial year.

18.2 The percentage referred to above is equal to the average value of the Average Refinancing Interests during the financial year in which the payment is made, increased by 2.25%. Average Refinancing Interest means the average value of the Refinancing Interest applicable on each day of the financial year over which the payment is made. The refinancing rate is understood to mean the rate of the Main Refinancing Operation, which is regularly determined and published by the European Central Bank. No further profit distributions will be made on the preference and priority shares.

18.3 If and insofar as preference shares are issued from the reserves of the Company, they are not entitled to the profit for a period of three years after issue.

18.4 The profit remaining after application of Article 18.1 is at the disposal of the board for reservation in whole or in part. The profit remaining after application of Article 18.2 shall be at the disposal of the general meeting, either wholly or in part, for distribution to holders of ordinary shares in proportion to their holdings of ordinary shares.

18.5 Distributions charged to the Company’s distributable reserves are made pursuant to a resolution of the general meeting on the proposal of the management board. The Company may only make distributions insofar as its equity capital exceeds the amount of the paid-up part of the capital, increased by the reserves that must be maintained by virtue of the law or the articles of association.

18.6 The general meeting may resolve to make interim distributions if the requirement of Article 18.5 has been met, as evidenced by an interim statement of assets and liabilities drawn up with due observance of the provisions of Article 2:105 of the Dutch Civil Code.

18.7 The board is authorised to determine that a distribution on shares will not be made in cash but in the form of shares or to determine that holders of shares will be given the option of taking the distribution in cash and/or in the form of shares, all this from the profit and/or from a reserve and all this insofar as the board has been designated by the general meeting in accordance with the provisions of Article 6. The board will determine the condition for such a choice.

18.8 Distributions on shares are payable within four weeks after the resolution to distribute, unless a different time is specified in the resolution.

18.9 On shares held by the Company in its capital or depositary receipts thereof, no distribution will be made for the benefit of the Company. In calculating the amount of any distribution on shares, the shares in its capital held by the Company are not included.

Absence of Auditors’ Report

In January 2024 DGB has successfully obtained a confirmation letter from a European Public Interest Entity (PIE) audit firm. This letter signifies the audit firm's readiness and capability to conduct the audit of DGB's financial statements for the fiscal year 2024. The Group has therefore issued its Annual Report 2023 without an auditors’ report.

Shares without voting rights

As per 31 December 2023, the Company holds 428,728 treasury shares. Treasury shares held by the Company have no voting rights.

Lelystad, the Netherlands, 29 February 2024,
Board of Directors

Sustainability reporting

GREENZONE REFORESTATION PROJECT ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (NEEM TREE)

Azadirachta indica

SUSTAINABILITY REPORTING

Strategy, governance, and stakeholders

DGB wants to contribute proactively to solving customer and stakeholder sustainability issues and deliver value, looking at how positive impacts can be accelerated. DGB embarked on a significant initiative by initiating the development of a novel sustainability framework, replacing the previous agenda. This forward-looking framework is crafted to explore fresh opportunities and fortify the Group's business in an ever-evolving environment characterized by rapid changes. As part of this effort, DGB established key principles to drive product innovation, guide essential business processes, and foster collaboration with customers and stakeholders. The new sustainability framework builds upon a sturdy foundation of responsible business practices. DGB acknowledges the importance of the United Nations Sustainable Development Goals (SDGs) as part of a commonly agreed global ambition to end poverty, protect the planet, and improve the lives and prospects of everyone, everywhere. At DGB, sustainability is owned by the Board of Directors, the CEO, and the Group Leadership Team.# SUSTAINABILITY REPORTING

The CEO is ultimately responsible for successfully implementing DGB’s sustainability strategy. The Board of Directors’ Sustainability and Ethics Committee oversees the implementation of DGB’s sustainability strategy and the ethics and compliance strategy. DGB’s Sustainability Policy describes the Group’s overall approach to sustainability. In 2023, ESG reporting is combined with DGB’s Annual Report. DGB is working on implementing a Corporate Sustainability Reporting Directive (CSDR) framework and looks forward to presenting an in-depth analysis to its shareholders in 2025.

Stakeholder engagement

Open dialogue with key stakeholders is crucial to identify concerns, global trends, and market expectations successfully and proactively. DGB’s stakeholder engagement work is based on structured and ad hoc interaction, as well as regular surveys on topics such as customer and employee satisfaction and investor expectations. DGB also obtains important information through formal grievance channels. Engaging with stakeholders on social media also supports us in understanding their opinions and concerns locally around DGB’s units, as well as on a divisional and Group level.

DGB acknowledges the concept of double-materiality in its sustainability strategies and reporting. Topics considered to present the most significant financial risks and opportunities for DGB are: climate change, biodiversity, and circularity.

Significant stakeholder groups for DGB include:

• Consumers
• Investors
• Customers
• Local communities
• Employees
• Media
• Forest owners
• NGOs
• Policymakers
• Partners
• Suppliers

Emissions and energy

Contributing to a low-carbon economy

DGB recognises the importance of a circular economy in achieving its sustainability targets and reducing its environmental impact. By embracing circular principles, DGB aims to minimise waste, maximise resource efficiency, and create new business opportunities. In 2023, DGB continued to explore ways to incorporate circular economy principles into its operations, including improving the efficiency of its production processes, investing in sustainable materials and technologies, and developing innovative products and services that contribute to a circular economy. Moving forward, DGB will continue to pursue circular economy initiatives as part of its commitment to driving sustainable growth.

DGB’s products help customers and society at large to reduce carbon emissions by providing carbon credits and achieving sustainability goals. DGB has a proactive and holistic approach to decreasing the use of fossil fuels and reducing direct and indirect carbon dioxide and other emissions. This can create new business opportunities and help manage DGB’s costs and risks.

DGB’s carbon footprint

DGB’s carbon footprint is assessed across three scopes: Scope 1, encompassing direct emissions from operations, representing a notable portion; Scope 2, involving emissions tied to purchased electricity and heat, contributing to overall carbon emissions; and Scope 3, the majority of its carbon footprint emerging from various stages along the value chain. These include the sourcing and manufacturing of raw materials and services, the further processing of products by customers, and the transportation of raw materials and final products. DGB remains committed to reducing emissions across all three scopes and actively identifies opportunities for improvement.

Energy

Most of DGB’s production processes are not energy-intensive. We use renewable energy where possible. DGB is continuously assessing its energy use policy and management systems for improvements and optimisation.

Water

DGB is currently assessing its water use policy and management systems and will focus on this in its new policy to be implemented in 2023.

Detailed carbon reporting

DGB’s carbon footprint accounting is based on the Greenhouse Gas Protocol guidelines of the World Resource Institute (WRI) and the World Business Council for Sustainable Development (WBCSD). In 2023, DGB continued to report its direct and indirect carbon dioxide and equivalent emissions (Scopes 1 and 2).

Emissions from transportation

The greenhouse gas emissions generated during the transportation of raw materials and products, which is the most significant environmental impact associated with the Group’s logistical operations, are mainly produced by external service providers.

Sustainable forestry

DGB plants and breeds trees for future forests to improve forest growth and resilience while maintaining genetic diversity and other sustainability qualities. Tree breeding, the crossing of two selected elite parent trees within a breeding population to create a new generation with improved properties, is an important way of improving forest growth. Trees can be bred for increased growth, better environmental adaptation, and more resilience to diseases, storms, drought, and pests.

We have ongoing strategic tree breeding programmes for all our nurseries and plantation units. In all breeding programmes, genetic diversity is monitored and maintained by having several sufficiently large breeding populations and avoiding the crossing of related parents. In Africa, where DGB manages thousands of hectares of land, seedlings for regeneration sites are delivered from three DGB-owned nurseries in central Kenya. In the nurseries, we produce superior seedlings for next-generation forests. As with traditional clone improvements, developing genetically engineered clones for commercial use will take many years. That is why DGB continues research and development work in genetic engineering.

DGB will not carry out any tree planting considered unsafe or otherwise not permitted by authorities. DGB’s policies cover the entire cycle of forest and tree plantation management. The policy requires sustainable forest management through responsible sourcing and land use to safeguard the health and ecological functions of ecosystems and help conserve biodiversity, soil, and water resources. To achieve this, DGB maintains a continuous open dialogue with its stakeholders.

Materials, residuals, and waste

Reduced waste, maximum value

Among the global mega-trends impacting societies, markets, and businesses, biodiversity extinction is the greatest challenge of our time. Consumers, legislators, companies, and financial institutions focus on raw materials, carbon emissions, circularity, and waste reduction. Moreover, governments worldwide are increasingly regulating fossil-based materials such as plastics. As a large-scale project developer of nature-based solutions, DGB operates at the heart of this sector and contributes to a circular economy.

In a circular economy, more is made from less, and waste is minimised as materials are reused and recycled to maximise their value. DGB works to achieve this through circular material flows in its value chain while reducing its waste-to-landfill process to as close to zero as legally, technically, and commercially possible.

Environmental management and remediation

Local environmental stewardship work, supported by third-party ISO 14001-certified environmental management systems, ensures continuous improvements in the most prioritised environmental issues, including remediation.

Paper for recycling

DGB’s use of recycled paper and board has decreased over recent years following its strategy to focus on growing its business and an overall decline of the paper market.

Water

Responsible water use

Water is relatively abundant in most of DGB’s production locations, but water stress may still impact operations locally and through the Group’s wider supply chains. Some sites are occasionally impacted by water stress due to availability or increased surface water temperature. Another potential risk is flooding. Water stewardship is considered of increasing importance and provides opportunities to reduce costs by using water and energy more efficiently. Sustainably managed forests and plantations are key in maintaining natural water cycles.

Forests and plantations need rainwater for growth. Active water management in plantations positively affects water balance, storage, purity, and quality. DGB mainly withdraws process and cooling water from surface waters. After use, the process water is cleaned in treatment plants before discharging it back into the local environment.

Water efficiency, water quality, effluents, and water stress

DGB’s strategic water goals aim to reduce the impact on sites’ water sources. Water is recycled within sites when possible. To reduce the need for water intake, processed water is minimised and cleaned using the best available technologies. The amount of water required for DGB’s carbon projects is not directly related to the production volumes of carbon credits.

Mitigating impacts on the environment

DGB’s approach to water stewardship is built upon the assessment of local conditions at sites and in the water basins where it operates; mapping water use to identify the potential for savings; setting goals according to group KPIs and local priorities; investments; measuring performance; and communicating and engaging with stakeholders.

DGB’s sites set their quantified water targets based on their local context as part of their environmental management systems. DGB applies precautionary management actions to mitigate and remedy potential adverse impacts on the environment and people. The environmental work at DGB’s sites, including water management and resource efficiency, is supported by certified third-party environmental management systems.

Environmental incidents

Environmental incident prevention

To maintain its commitment to environmental stewardship, DGB prioritises the prevention of environmental incidents across all of its operations.# SUSTAINABILITY REPORTING

Employees

DGB promotes inclusion and diversity and is committed to ensuring healthy and safe workplaces. DGB is an equal rights and opportunity organisation.

Change through people

In realising the Group’s strategy, DGB’s business success will depend on its ability to retain, develop, and attract new talent for its businesses. DGB’s employees identify strongly with its purpose to solve global sustainability challenges, an asset DGB builds on when attracting new talent.

Leadership and performance management

DGB continuously invests in the development of its leaders. In 2023, DGB continued to run its training programme for first-line managers. The programme supports the managers in developing their leadership skills to drive DGB’s goals.

In 2023, DGB started to digitise its employee engagement approach. DGB aims to involve all its employees in at least one formal performance appraisal meeting with their manager each month. Managing the performance of its employees is an integral part of engaging and motivating the Group’s workforce. DGB sets and communicates clear targets for its employees, helps them understand how they contribute to DGB’s success, discusses and agrees on development needs and desires, and offers opportunities to receive and give feedback regularly.

An inclusive workplace

DGB believes a good workplace is one where everyone feels they are treated fairly and with respect, where their uniqueness is appreciated, where they feel a sense of belonging, and where their opinions matter. DGB has zero tolerance for discrimination, harassment, and bullying.

Living wages

DGB continuously reviews its remuneration packages and improves its remuneration policies using comparison data and methodologies provided by BSR, a global non-profit organisation.

Fair labour

DGB cares for all its employees and fully respects human rights throughout its operations.

Support in restructuring situations

In organisational restructuring situations, it is important that impacted employees understand the reasons for the change. DGB aims to support leaving employees to find work elsewhere. Support initiatives are often developed on a country or local level to best suit local circumstances and requirements. Every employee is treated respectfully and has access to support throughout the restructuring process.

SUSTAINABILITY REPORTING

Safety

Committed to ensuring healthy workplaces

The health and safety of DGB’s employees are a key priority. The Group’s goal is to provide an accident-free and inclusive workplace. During COVID-19 and government measures, DGB managed to find a way to protect both its employees and customer interests by continuing to adhere to national and local authorities’ recommendations and leveraging a hybrid model of working.

Safety during a global pandemic

Following official recommendations and careful planning ensured the Group’s maintenance turnarounds during the year were successfully executed without any COVID-19 escalations. To ensure DGB’s employees are well informed and to support their wellbeing, DGB regularly communicated about the situation and its response to COVID-19 throughout 2023. In addition, remote working has been recommended and supported for DGB’s employees where possible.

Focus on preventive action

Regarding occupational health, DGB measures illness-related absence, focusing on encouraging divisions to invest in proactive health management. In 2023, illness-related absences were negligible.

Occupational safety

A company-wide safety culture means that everyone is responsible for making every workday healthy and safe—starting with DGB’s top management and throughout the group. DGB constantly reviews and improves on providing a safe working environment and operational integrity based on international standards with an ambition beyond mere compliance. Safety is on the agenda at every level, from the Board of Directors down to local units, with active collaboration between divisional and functional representatives, centralised functions in the Group’s safety steering group, safety management team, and geographical safety management networks. DGB actively engages all stakeholders for co-creation in safety by sharing learnings, good practices, training, tools, etc. This cooperation also extends to joint ventures in Africa.

Contractor safety

DGB’s approach to safety also covers work performed on behalf of DGB. The process starts as early as the tendering phase and, after selection, enters a full safety life cycle. This involves setting and reviewing expectations and requirements for and reviewing the performance of our supply chain partners.

Business ethics

An ethical approach beyond compliance

DGB operates globally, including in high-risk markets that offer business opportunities but may entail exposure to serious compliance risks. Measures are taken to help combat corruption, follow international trade sanctions, ensure sound business practices, and preserve competitive markets. Laws and regulations place high demands on companies’ control mechanisms and help build accountability and trust among stakeholders. Compliance with laws and regulations gives a company its licence to operate. DGB aims to establish a value-driven culture where people are guided by a shared moral compass when faced with difficult decisions, act with integrity, and speak up against misconduct or unethical behaviours.

Identifying and monitoring compliance risks

Risk assessments, control processes, and comprehensive monitoring are fundamental to any compliance management system.

Reporting, investigating, and addressing suspected misconduct

Employees and other stakeholders are encouraged to report suspected cases of misconduct or unethical behaviour. All potential non-compliance cases involving a DGB employee or a contracted third party are duly investigated by a dedicated, independent, and well-governed internal organisation. Cases are reported to the Ethics and Compliance Management Committee and the Board of Directors’ Sustainability and Ethics Committee. Proven cases of non-compliance may lead to disciplinary or legal action. Reporting is done via any of DGB’s grievance channels, personal contact, email, letter, phone, or anonymously. No potential non-compliance cases were reported in 2023.

A governance framework meeting future ethics and compliance challenges

DGB’s Ethics and Compliance function is a part of Group Legal, headed by the Chief of Staff, who reports directly to the CEO. The Ethics and Compliance Management Committee, a governance body chaired by the General Counsel, monitors legal compliance and ethical business conduct continuously and meets quarterly.

SUSTAINABILITY REPORTING

Human rights

Human rights commitment

DGB firmly believes in upholding human rights across all aspects of its operations and supply chain. It is dedicated to ensuring that its business practices align with international standards, such as the United Nations Guiding Principles on Business and Human Rights, and adheres to the ethical guidelines set forth by the International Labour Organization. In 2023, DGB continued to strengthen its commitment to human rights by fostering a culture of respect and decency within the organisation.

Capacity building and stakeholder engagement

Recognising the importance of collaboration in addressing human rights challenges, DGB actively engages with various stakeholders to enhance its understanding of human rights issues and to develop sustainable solutions. In 2023, DGB collaborated with local communities, NGOs, and industry peers to identify human rights risks and implement measures to mitigate potential impacts on vulnerable populations.# Employee training and awareness
DGB understands that promoting human rights requires raising awareness and building capacity among its employees. In 2023, it continued to invest in comprehensive training programmes, covering topics such as education, responsible sourcing and labour rights. By fostering a culture of respect and understanding, DGB aims to empower its workforce to identify and address human rights concerns, both within the organisation and its broader sphere of inuence.

Monitoring and reporting

Transparency and accountability are key elements of DGB's approach to human rights. In 2023, it continued to rene its monitoring and reporting mechanisms to assess its performance against established human rights criteria and to communicate its progress to stakeholders. Through regular audits, risk assessments, and reporting, DGB aims to demonstrate its commitment to human rights, identify areas for improvement, and maintain an open dialogue with stakeholders on its eorts to uphold human rights across its operations and supply chain.

Community

Supporting community resilience

When DGB sources its main materials and land for its projects, it depends on local communities for its workforce and a social licence to operate. In its eorts to be a good corporate citizen, DGB supports and works with these communities to help them thrive economically, socially, and environmentally. COVID-19 demonstrated how important, although challenging, community engagement can be in times of crisis. DGB is a signicant employer, taxpayer, and business partner in many communities. Its operations also generate environmental and social impacts. DGB’s projects inuence land use in ways that may adversely aect the rights of local communities. DGB’s actions must be managed responsibly to minimise negative socio-environmental impacts, maximise positive inuence, and maintain a constructive community dialogue that ensures a long-term licence.

Working with communities through local projects

The form and frequency of our engagement with local communities are shaped by the local context. In some areas, community representatives interact with DGB, while other communities prefer direct and inclusive contact. Many of our employees live in the communities and have a deeper understanding of the local context. DGB involves local stakeholders in the planning process of its community investments to ensure community benets. DGB also wants to enhance the resilience of existing and potential employees of communities. Community projects are managed and funded locally to ensure the communities close to its operations are the main beneciaries.

SUSTAINABILITY REPORTING

167 Sustainable sourcing

Sustainable sourcing strategy

DGB is committed to implementing a robust sustainable sourcing strategy that addresses the environmental, social, and governance aspects of its supply chain. This involves working closely with suppliers to establish and maintain stringent sustainability criteria, evaluate their performance, and ensure compliance with international standards and best practices. By promoting responsible sourcing and engaging in ongoing dialogue with suppliers, DGB aims to foster long-term partnerships that contribute to a more sustainable and resilient global supply chain.

Collaboration and continuous improvement

DGB acknowledges that achieving sustainable sourcing requires ongoing collaboration with suppliers, industry peers, and other stakeholders. DGB actively participates in industry forums, workshops, and initiatives aimed at addressing supply chain challenges and sharing best practices. Through these collaborative eorts, DGB is able to identify emerging risks, adopt innovative solutions, and enhance the overall sustainability of its sourcing practices.

B-Corporation certication

As part of its commitment to sustainability, DGB started the process of becoming a certied B-Corporation. This certication recognises companies that meet the highest standards of social and environmental performance, accountability, and transparency. Being a B-Corporation will demonstrate DGB's dedication to positively impacting society and the environment through its business practices, including sustainable sourcing. By adhering to the B-Corporation principles, DGB strives to improve its supply chain management and drive positive change within its industry and beyond.

Adapting to regulatory changes and stakeholder demands

DGB recognises the evolving landscape of supply chain regulations and the growing demand for increased transparency and sustainability from stakeholders. It remains agile in adapting to new legislative requirements and strives to stay ahead of industry trends. By proactively responding to changes in regulations and stakeholder expectations, DGB ensures that its supply chain remains resilient, sustainable, and aligned with its commitment to positively impacting people and the planet.

Project pipeline

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (BUSH MANGO)

Irvingia gabonensis

HONGERA REFORESTATION PROJECT

PROJECT PIPELINE

169 Financial outlook: project pipeline

Looking forward, DGB has a positive outlook for its future nancial performance. The Group expects its gross carbon credit sales for the next 10 years to range from €79.8 million to €160.8 million, with a potential total of €327 million over the lifetime of its project pipeline. These projections are based on its current project pipeline and do not account for potential new projects. The Group looks forward to continuing its mission of promoting nature conservation and helping biodiversity ourish by assisting governments and corporations in achieving sustainability goals via veried emission reduction credits.

PROJECT PIPELINE

170 Project Kenya A/R

The Hongera Reforestation Project is a large-scale nature-based solutions project in Kenya that aims to restore previously-forested areas that have been aected by human activities. This project involves replanting trees in areas aected by (illegal) logging, agricultural clearance, development, construction, and rewood collection. The project is designed to restore nature, protect biodiversity, increase water security, and provide a better quality of life for local communities.

The project involves working with local communities, such as smallholder farmers, who are largely reliant on the land for their income and are now facing reduced yields, an increasingly unstable climate, and reductions in food and water security. The project provides jobs and investment to alleviate poverty in these communities. The trees planted will include a mix of fruit trees, indigenous trees, and shade trees, chosen for their ability to thrive in the local environment and provide benets to the local communities.

Metric	Value
41 years of project lifetime duration
10.7 million trees to be planted
27,800 hectares of degraded land to be restored
13.6 million tonnes of Veried CO2 Emission Reductions during project lifetime
10,000 farmers and their families positively impacted

*Disclaimer: These are expected gures that are subject to change.

PHASE: PROJECT VALIDATION
PROJECT ID: VERRA ID3321
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PROJECT PIPELINE

171 Project Cameroon A/R

The Greenzone Aorestation Project is a large-scale nature-based solutions project in Cameroon to restore nature, create forests, and promote sustainable development. The Congo Basin region of Cameroon loses thousands of hectares of forest every year through deforestation driven by commercial logging and rewood collection activities. With an increasing population, the pressure on natural resources keeps growing. This project aims to address these challenges by planting millions of trees, protecting biodiversity, increasing water security, and providing a better quality of life for local communities. The project is the largest registered carbon project in the country and hosts the second-largest tree nursery.

Metric	Value
41 years of project lifetime duration
16 million trees to be planted
44,255 hectares of degraded land to be restored
21.7 million tonnes of Veried CO2 Emission Reductions during project lifetime
2,500 farmers and their families positively impacted

PHASE: PROJECT VALIDATION
PROJECT ID: VERRA ID4176
*Disclaimer: These are expected gures that are subject to change.
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PROJECT PIPELINE

172 Project Uganda A/R

The Bulindi Chimpanzee Habitat Restoration Project is an aorestation project in western Uganda that aims to protect the remaining habitat of the Bulindi chimpanzees and support local village households. The project was established by our local NGO partner, BCCP (the Bulindi Chimpanzee and Community Project), in 2015, in response to the urgent conservation situation in the Hoima and Masindi districts, where over 300 wild chimpanzees survive in shrinking fragments of forest on agricultural land. This area is important for conservation as it is a corridor linking major chimpanzee populations in two large protected areas, the Budongo and Bugoma forests, each home to more than 500 chimpanzees. The project's approach is to work with local communities and households to nd sustainable solutions that will benet both the chimpanzees and the people in the area. The project supports local households by providing them with energy-saving stoves and seedlings for woodlots which reduce pressure on remaining natural forests. Forest enrichment planting aims to replenish the forest with natural foods for chimpanzees to reduce future human–chimpanzee conict (by reducing crop ‘raiding’ by the great apes). The project also provides households with training in conservation farming, new income sources, building, the use of more fuel-ecient stoves, water quality, the benets of trees, erosion control, and leadership skills.The project aims to find a workable template to help conserve the wider population of ‘corridor chimpanzees’ in unprotected forests regionally, which are equally threatened by human activities.
* 41 years of project lifetime duration
* 4.5 million trees to be planted
* 8,290 hectares of degraded land to be restored
* 4.3 million tonnes of Verified CO2 Emission Reductions during project lifetime

PHASE: PROJECT VALIDATION
PROJECT ID: GOLD STANDARD ID GS12226
Disclaimer: These are expected figures that are subject to change.

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PROJECT PIPELINE 173

Project Kenya Cookstoves

The Hongera Energy Efficient Cookstoves Project manufactures and distributes energy-efficient cookstoves to local communities in multiple sites across Mt Kenya and the Aberdare areas. The project aims to reduce deforestation and indoor air pollution by providing a more efficient cooking method that reduces the amount of firewood needed and thus reduces pressure on local forests. The stoves are locally-made, ensuring that they are suitable for the needs of local communities. The project also has a positive impact on the local community. Using energy-efficient cookstoves improves indoor air quality, which helps reduce the risk of respiratory diseases and other health problems. It also saves time and money for local communities, as they no longer have to spend as much time and resources gathering firewood. The project further has a positive impact on the environment by reducing deforestation and preserving local ecosystems. Reducing firewood use can effectively reduce deforestation, allowing afforestation or conservation projects to be more effective.

• 41 years of project lifetime duration
• 4.5 million to be manufactured and distributed
• 8,290 hectares tonnes of Verified CO2 Emission Reductions during project lifetime
• 4.3 million and their families positively impacted

PHASE: PROJECT VALIDATION
PROJECT ID: GOLD STANDARD ID GS12033
Disclaimer: These are expected figures that are subject to change.

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PROJECT PIPELINE 174

Project Cameroon Cookstoves

The Sawa Cookstoves project is a sustainability initiative developed by DGB to address the issue of deforestation and indoor air pollution in Cameroon's Central Region. The project aims to reduce deforestation by providing 150,000 efficient, locally-manufactured cookstoves to the region's population, which is one of Cameroon’s most densely populated regions. The project aims to improve the livelihoods of local communities by reducing the negative health impacts associated with cooking with wood or charcoal, disproportionately affecting women and children. Additionally, the project supports reforestation efforts and improves overall sustainability in the region. The purpose of the project is to encourage the use of more sustainable methods for heating and cooking, thus reducing the amount of firewood needed and decreasing the negative health impacts associated with traditional cooking methods. The cookstoves are designed to be efficient and locally manufactured, which will not only reduce the need for firewood but also create jobs and boost the local economy. The project is also accredited by leading verification standards. DGB's boots-on-the-ground approach ensures that the project is executed with the highest standards and that it will have a positive impact on both people and nature in the region.

• 7 years of project lifetime duration
• 150,000 cookstoves to be manufactured and distributed
• 2.4 million tonnes of Verified CO2 Emission Reductions during project lifetime
• 150,000 households and their families positively impacted

PHASE: PROJECT DESIGN
Disclaimer: These are expected figures that are subject to change.

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PROJECT PIPELINE 175

Project Stoves for Schools

Alongside the Hongera domestic cookstoves (Hongera Energy Efficient Cookstoves Project) and Hongera reforestation project (Hongera Reforestation Project (Mt Kenya and Aberdares)), DGB is developing another cookstove technology specifically designed for educational institutions. This is part of a dual strategy creating integrated projects that aim to: 1) leverage economies of scale by utilising infrastructure created by existing projects to increase the outcomes of new projects; and 2) have the same population benefiting from one project also benefiting from other projects that address different societal and environmental challenges. For the Stoves for Schools Project, we used the developed and registered technology of the improved domestic cookstoves for the institutional version. Therefore, it has the same levels of efficiency and thermal and fuel saving (Kenyatta University testing results pending). The institutional stoves have been developed based on the needs and challenges encountered at educational facilities when we registered those facilities for the Hongera Reforestation Project. Many schools and educational institutions signed up to be part of the reforestation project on their available land. During this mobilisation process, the challenges of the educational facilities’ kitchens became clear. These kitchens provide 1–3 warm meals daily for students and staff, especially at boarding schools. Multiple traditional open fires are used for meal cooking, and the extremely poor indoor air quality it creates increases the risk of respiratory diseases and other health problems for staff and students.

• 10 years of project lifetime duration
• 3,000 cookstoves to be manufactured and distributed
• 0.4 million tonnes of Verified CO2 Emission Reductions during project lifetime
• 3,000 schools’ kitchens positively impacting the lives of students and staff

PHASE: PROJECT DESIGN
Disclaimer: These are expected figures that are subject to change.

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PROJECT PIPELINE 176

Project Ivory Coast A/R

The Dé Forest Restoration Project aims to restore nature and forest cover and promote sustainable forest-management practices in the classified Dé forest in the Republic of Côte d'Ivoire. The forest restoration and community training will further enhance local communities' livelihoods. The project is implemented through a partnership with AGRO-MAP SAS and the Republic of Côte d'Ivoire, represented by the Ministry of Water and Forests. This project will not only restore the forest ecosystem but also foster an environment of increased security, development, and prospects for the local population. The project will involve the participation of local communities living in and around the selected forest area. The project aims to enhance the livelihoods of local communities by promoting sustainable forest-management practices, creating job opportunities, and providing capacity-building activities. The project will also involve training local communities on the importance of forest conservation and the benefits of carbon storage. Through the implementation of this restoration and reforestation initiative focused on indigenous species, a path towards revitalisation is offered to the environment, restoring the vital ecosystems and habitats of the Dé forest. Once the area is restored, endangered species could possibly return to the forest.

PHASE: FEASIBILITY STUDY
* 41 years of project lifetime duration
* 2.9 million trees to be planted
* 7,500 hectares of degraded land to be restored
* 6.7 million tonnes of Verified CO2 Emission Reductions during project lifetime
* Figure TBC lives to be impacted
Disclaimer: These are expected figures that are subject to change.

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PROJECT PIPELINE 177

Project Kazakhstan A/R

The Lake Aral Afforestation Project in Kazakhstan focuses on the reclamation and restoration of the dried banks of the Aral Sea in the Kyzylorda Region through planting saxaul (haloxylon genus) vegetation and creating new saxaul ecosystems. Saxual is a hardy, salt-tolerant tree species well suited to the harsh conditions of the dried banks of the Aral Sea. The project's main objective is to counter the negative impacts of salt, dust, and sand from the dried bottom of the Aral Sea, a major environmental problem in the region. The project is expected to positively impact the local communities and the environment in the Kyzylorda Region. Planting saxaul will help stabilise the soil, improve air quality, mitigate the impacts of sand-salt storms, and improve the overall environmental conditions in the area. The project will also provide jobs and other economic opportunities for local communities.

PHASE: FEASIBILITY STUDY
* 41 years of project lifetime duration
* 53 million trees to be planted
* 186,100 hectares of degraded land to be restored
* 2.7 million tonnes of Verified CO2 Emission Reductions during project lifetime
* Up to 1,000 lives to be impacted

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PROJECT PIPELINE 178

DRC Reforestation Project

This project is a visionary reforestation initiative dedicated to the restoration of over 22,000 hectares of degraded land in the Democratic Republic of the Congo (DRC). This endeavour seeks to breathe new life into an ecosystem facing significant challenges by focusing on the strategic planting of indigenous species. The project aims to revitalise the landscape, bolster biodiversity, and foster sustainable economic opportunities for local communities. The project will profoundly impact the environment and society, transforming communities near the site. It will create jobs in tree planting, maintenance, and related activities, uplifting residents' livelihoods. Additionally, the project promotes sustainable agriculture, improving food security and environmental practices. Focused on planting native trees, the initiative aims to restore vital forest cover, enhancing biodiversity in a globally significant ecological region. It will significantly contribute to carbon sequestration, fortifying the local ecosystem against degradation. The project offers a blend of environmental restoration, economic empowerment, and social upliftment.# PHASE: FEASIBILITY STUDY
* 5.7 million tonnes of Veried CO2 Emission Reductions during project lifetime
* 7.1 million trees to be planted
* 22,357 hectares of degraded land to be restored

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PROJECT PIPELINE

179 Ethiopia Cookstoves Project

The Ethiopia Cookstoves Project is an improved cooking solutions initiative aimed at improving the socio-economic and environmental wellbeing of households in Ethiopia. Through the widespread distribution and implementation of energy-ecient cookstoves, this project seeks to address critical challenges related to indoor air pollution and deforestation. Additionally, this initiative seeks to empower households with cost-eective and sustainable cooking solutions, contributing to a healthier environment and a more sustainable future for Ethiopia.

• 7 years of project lifetime duration
• 15,000 cookstoves to be manufactured and distributed
• 2.5 million tonnes of Veried CO2 Emission Reductions during project lifetime
• 150,000 households and families positively impacted

PHASE: PROJECT DESIGN
Disclaimer: These are expected gures that are subject to change.

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PROJECT PIPELINE

180 Early-stage projects in the pipeline

DGB is dedicated to continually replenishing its project pipeline, ensuring a steady ow of promising opportunities for its future growth and success in the carbon credit market while reinforcing its commitment to sustainable development and global decarbonisation eorts.

DGB's project pipeline demonstrates signicant promise for the future, with 12 projects currently in the pre-feasibility and feasibility study phases. These preliminary stages are crucial in identifying each project's viability, potential risks, and opportunities. By thoroughly analysing and assessing these factors, DGB can strategically select and pursue the most promising projects, contributing to its continued growth and success in the carbon credit market.

The pre-feasibility study phase evaluates a potential project's technical, environmental, and nancial aspects. By conducting a high-level analysis of these areas, DGB can determine whether to proceed with a more comprehensive feasibility study. The feasibility study phase involves a more in-depth project analysis, including assessing its economic viability, environmental impact, and alignment with DGB's goals and objectives. These rigorous evaluations ensure that DGB's resources are allocated to projects with the highest positive impact and protability potential. The presence of 12 projects in these crucial stages indicates a robust project pipeline and a promising future for DGB. As these projects advance through development, they are assured to contribute signicantly to DGB's growth and expansion in the carbon credit market. By maintaining a strong focus on the pre-feasibility and feasibility study phases, DGB can continue to identify and develop high-potential projects, ultimately driving value for its stakeholders and furthering its commitment to sustainable growth and global decarbonisation eorts.

Positive future

The rapidly expanding voluntary carbon markets and rising demand for high-quality carbon credits underscore the pivotal role of DGB in this evolving landscape. Carbon credits (carbon units) have become an essential tool for businesses to reach their decarbonisation goals. DGB's commitment to developing high-quality carbon credit projects that deliver genuine positive impacts will be instrumental in addressing this growing demand.

DGB is further committed to continuing to set a precedent for transparency and accuracy in the carbon credit market. The market outlook for carbon credits is exceptionally promising, with projections estimating that the market could reach between $10 billion and $40 billion by 2030. This growth is driven by an increasing number of companies setting net-zero targets and a rising focus on removal credits, which directly lower existing emissions.

As one of the fastest-growing companies in the carbon marketplace, DGB is well-positioned to capitalise on this growth and contribute to global decarbonisation eorts. Our focus on high-quality credits ensures that our projects not only create value for our stakeholders but also support ecosystem restoration and nature conservation initiatives. In conclusion, DGB's achievements and the favourable market outlook provide a solid foundation for continued growth and success. We remain dedicated to our mission of developing nature-based solutions that contribute to global ecosystem restoration and decarbonisation, while delivering long-term benets to all project stakeholders. As we look to the future, we are condent in our ability to navigate the evolving carbon credit markets and continue making a tangible impact on the environment and communities we serve.

Outlook

BULINDI CHIMPANZEE HABITAT RESTORATION PROJECT
ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (COFFEE)
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OUTLOOK

Carbon markets outlook

Carbon credits allow organisations to reduce their emissions through osets today, while taking cost-eective action to reduce future emissions through sustainability in their business models. With more than 130 countries and all member countries of the Organisation for Economic Co-operation and Development (OECD) adopting net-zero targets by 2050, carbon credits are an essential tool for businesses to achieve their decarbonisation goals.

In 2021, the voluntary carbon market experienced record growth, reaching $2 billion, a fourfold increase compared to 2020. This momentum continued in 2022, with projections from leading rms such as EY, McKinsey, and BCG estimating the market could reach between $10 billion and $40 billion by 2030. This growth is driven by an increasing number of companies setting net-zero targets and a rising focus on removal credits, which directly lower existing emissions.

DGB likewise sees a positive outlook for carbon credit markets as demand for high- quality credits increases. The Group foresees a signicant price increment towards 2030 due to a shortage of carbon credits from removal projects. DGB predicts that the volume of credits required globally will increase at least 20-fold by 2035, with prices rising to a central estimate of $80–$150 per tonne by 2035. It forecasts a veried emissions reduction price rise of 9.5% to 15.0% per year towards 2035 and a 4.0% to 6.0% price increase from 2035 to 2050. The Voluntary Carbon Market is thriving. Buyers expect the volume of emissions compensated through carbon credits to increase as more companies set net-zero targets.

JANUARY 19, 2023
McKinsey estimates that annual global demand for carbon credits could reach up to 1.5 to 2.0 gigatonnes of carbon dioxide by 2030. Depending on dierent price scenarios and their underlying drivers, the market size in 2030 could be between $5 billion and $30 billion at the low end and more than $50 billion at the high end. Prices for carbon could rise to a central estimate of $80–$150 per tonne by 2035 (in real 2020 dollars). In comparison, prices are currently $25 per tonne today.

MAY 29, 2022

182 OUTLOOK

183 Carbon credit price outlook

DGB anticipates price increments aligned with the EY Net Zero Centre's outlook, foreseeing a veried emission reduction price rise of 9.5% to 15.0% per year towards 2035. Industry analysts project substantial market growth, with estimates ranging from $30 billion to $100 billion by 2030, arming the market's potential as a promising long-term investment opportunity.

We continue building and expanding our portfolio. With the +58% growth in our project pipeline, DGB is strategically positioned to capitalise on the anticipated market trends. Considering the future carbon credit price expectations set by leading analysts, we are not merely observing an upward trajectory in value; we are actively participating in a market poised for signicant expansion. Our project pipeline positions DGB to leverage these trends, ensuring that our projects contribute not only to environmental sustainability but also to robust nancial returns for our investors.

After four years of design, development, and investment in our project pipeline, we are eager to see 2024 become our rst revenue-generating year now that the rst carbon credits of the pipeline will be issued this year.

Selwyn Duijvestijn
CEO

	PESSIMISTIC OUTLOOK	OPTIMISTIC OUTLOOK
per credit	€ 50	€ 80
per credit		€ 150

OUTLOOK

High-quality credits

DGB emphasises the importance of high-quality credits. To be eective, carbon credits (carbon units) must be of high quality and integrity, which was not always the case in the early use of credits. DGB recognises that, to give all stakeholders condence that carbon credits are a legitimate part of the decarbonisation toolkit, will require further improvements in the quality and integrity of carbon credits and associated assurance processes.

DGB is committed to developing high-quality carbon credit projects that deliver genuine positive impacts. We believe high-quality carbon credits will be scarce and expensive, as rising demand, a race to quality, and higher unit supply costs make high-quality credits increasingly valuable across all outlooks.

DGB believes high-quality carbon credits are an essential part of the decarbonisation toolkit, enabling organisations to support immediate benecial action on ecosystem restoration and nature conservation. Credits play a crucial role in compensating for hard-to-abate emissions from products or activities that lack low or zero emissions options and enable nance for local communities, biodiversity, and nature conservation.

184 Project locations and diversication

DGB’s project pipeline and worldwide projects are growing. In 2023, the Group expanded its project development pipeline to 60.1 million carbon credits under management, marking a substantial +58% year-over-year growth.# Complementing this growth, DGB has strategically diversified its project pipeline, venturing into new domains with the inclusion of plastic and biodiversity credits through new projects and methodologies. This strategic diversification into new project types marks a pivotal step in its ongoing commitment to environmental innovation, sustainability, and diversified revenue streams.

Expected CO2 delivery volume

DGB bases its expected carbon credit volume outlook on its current (carbon) project pipeline and expects 60.1 million carbon credits over its projects’ pipeline. Exact issuance profiles per project are provided upon request to buyers and project financiers.

Terminology & Definitions

PERSEA AMERICANA HONGERA REFORESTATION PROJECT ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP (AVOCADO)

TERMINOLOGY & DEFINITIONS

Additional Offsets - Carbon Offsets that would not have occurred if the project had not been implemented.

Afforestation - planting new forests in habitats that previously did not have any trees.

AFM - Dutch Authority for the Financial Markets.

AFOLU - Agriculture, Forestry and Other Land Use. AFOLU is category of carbon projects under various verification standards.

AGM - Annual General Meeting of Shareholders.

A Baseline - The scenario reasonably represents the emissions by sources of GHGs that would occur in the absence of the project.

Baseline Study - Written report of the Baseline prepared as part of the Project Design Document.

Biodiversity Credit - A biodiversity credit is an innovative approach to quantifying in a transparent way the net positive impacts of an investment on 1 hectare preserved, restored, or managed through sustainable land practices.

BioFuel - A biomass-derived fuel, usually in liquid form. Bioethanol from sugarcane or maize, biodiesel from canola, soybeans etc.

Biomass - Organic material from living or recently dead plants or animals.

Blue Carbon - Blue carbon is the carbon absorbed and deposited in biomass and sediments by living organisms in coastal (e.g., mangroves, salt marshes, seagrasses) and marine environments.

B CAGR - Compound annual growth rate. This rate is calculated as the value at the end of the period divided by the value at the beginning of the period, compounded by the respective period.

California Cap and Trade Scheme - The California Cap and Trade Program is administered by the Western Climate Initiative (WCI) and controlled by the California Air Resources Board. Both jurisdictions' allowances can be used for compliance. The cap and trade scheme includes major electric power plants, large industrial plants, and gasoline distributors, among other sectors.

Cap and Trade - A regulatory procedure puts a cap on the amount of greenhouse gas emissions that companies can emit. Firms that come in under their limitations have the option to trade (sell) their excess emission permits to other companies that have exceeded their limit.

Carbon Allowances - Permissions (credits) to release greenhouse gases for participants in a controlled carbon market.

Carbon Broker - Middlemen who do not hold carbon credits but enable transactions between project developers and end-users, merchants, and retailers.

Carbon Budget - The maximum amount of CO2 that the world can release while still having a reasonable probability of keeping warming below the 2°C goal in the Paris Agreement.

Carbon Calculator - An online tool that calculates the carbon footprint based on energy use, driving and flying habits, food, trash, recycling, and other factors.

Carbon Credit (Carbon Offset) - A monetary value is ascribed to reducing or offset greenhouse gas emissions; this is a general term for any tradable certificate or permits reflecting emissions reductions. Equal to the offsetting of one tonne of carbon dioxide or carbon dioxide equivalent.

C Carbon Cycle - People and animals (source) use respiration to turn oxygen into carbon dioxide. Plants (sinks) absorb CO2 and release it back into the atmosphere. Over the seas, oceans both produce (source) and absorb (sink) carbon dioxide. Dead organic matter traps carbon underground in various forms, such as fossil fuels (sink), while volcanic eruptions (source) can release CO2 from carbonate rocks deep inside the Earth. This is the Carbon Cycle.

Carbon Footprint (CO2 Footprint) - The quantity of carbon dioxide emitted into the atmosphere due to any given entity’s actions. Individuals, corporations, and even nations can have a carbon footprint.

Carbon Market - A marketplace that treats emissions reductions as a commodity, where participating members can buy and sell carbon credits.

Carbon Neutral (Carbonneutral) - Often known as having a net-zero carbon footprint, this is achieved by either reducing carbon emissions to zero or balancing a measurable quantity of carbon emitted with an equivalent amount offset.

Carbon Sink - A carbon sink is any natural or manufactured reservoir that collects and stores any carbon-containing chemical component indefinitely, lowering CO2 concentrations in the atmosphere. The most important carbon sink on a global scale is the ocean.

Carbon Source - Any source of carbon dioxide or equivalent greenhouse gases. People and animals, as well as seas and volcanic eruptions, are all-natural carbon sources. Carbon emissions from human-caused sources include the use of fossil fuels, automobile exhaust, deforestation, and manufacturing, building, and mining activities.

TERMINOLOGY & DEFINITIONS

CCA Futures - A futures contract for allowances issued by the California Cap and Trade Program. Expired contracts result in physical delivery of CCA allowances to the Compliance Instrument Tracking System Service (CITSS) registry.

CCBS - Climate, Community & Biodiversity Standard. A project design, co-benefit certification standard of the voluntary carbon market.

CCO Futures - A futures contract for California Air Resources Board offset credits that may be used to meet certain compliance responsibilities under the California Cap and Trade Program.

CCS - Carbon Capture and Sequestration (CCS). A process that separates (captures) a reasonably pure stream of carbon dioxide (CO2) from industrial and energy-related sources, conditions it, compresses it, and transports it to a storage site for long-term isolation from the atmosphere (sequestration). Carbon capture and storage is another term for it.

CCS Carbon Capture and Storage - A process that separates (captures) a reasonably pure stream of carbon dioxide (CO2) from industrial and energy-related sources, conditions it, compresses it, and transports it to a storage site for long-term isolation from the atmosphere. Carbon capture and storage is another term for it.

CCUS - Carbon Capture, Utilization, and Storage (CCUS). A method of capturing CO2 and then using it to create a new product.

Certification - Certification means the official declaration according to the procedural requirements of a standard that the object of evaluation is in compliance with the requirements of such standard.

CGU - Cash-generating unit.

Climate Change - As defined by the UN Framework Convention on Climate Change, climate change is: “a change of climate which is attributed directly or indirectly to human activity that alters the composition of the global atmosphere and which is in addition to natural climate variability observed over comparable time periods”. In other words, in most contexts, climate change refers specifically to anthropogenic climate change, and not the Earth’s natural climate cycles. This includes both global warming as well as extreme weather events.

CO2 - Carbon Dioxide. A heat-trapping gas composed of one part carbon and two parts oxygen.

CO2e - The globally accepted standard measure of greenhouse gas emissions, and it permits other greenhouse gas emissions to be represented in terms of CO2 based on their proportional global warming potential (GWP).

Compliance Carbon Market - Compliance carbon markets, also known as mandatory markets, are governed by national, regional, or provincial law and compel emission sources to meet legally mandated GHG emissions reduction targets. Because compliance program offset credits are generated and traded for regulatory compliance they typically act like, and are priced like, other commodities.

COP (COP26, COP27) - The annual Conference of the Parties, also known as the United Nations Climate Change Conference. It's the decision-making body of the United Nations Framework Convention on Climate Change (UNFCCC) and includes over 190 countries.

CORSIA - The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) was developed by the International Civil Aviation Organization (ICAO) and was adopted in October 2016. Its goal is to have carbon-neutral aviation growth from 2020. The scheme is voluntary and is supposed to work until 2035 at least. The total demand for those 15 years is estimated at 2,700 million tons of CO2 equivalent in offsets.

CSR - Corporate Social Responsibility means the decision-making and implementation process that guides all company activities in the protection and promotion of international human rights, labour and environmental standards and compliance with legal requirements within its operations and in its relations to the societies and communities where it operates.

CTA - Currency translation adjustments.

DAC - Direct Air Capture. A process in which CO2 is extracted directly from the atmosphere. This CO2 can be permanently retained in deep geological formations (resulting in negative emissions), or it can be used in food processing, for example, or mixed with hydrogen to make synthetic fuels.

DCF - Discounted cash flow.

Dividend pay-out ratio - The dividend pay-out ratio is calculated as the sum of the interim and (proposed) final dividend for the year as a percentage of the net profit for the year.# TERMINOLOGY & DEFINITIONS

D

• Double Counting - Double Counting means that the same GHG Reductions generated by an activity are claimed by two separate entities for the purpose of demonstrating GHG emissions reductions.
• Due Diligence - Technical assessment related to the feasibility of implementing potential emission reduction.

E

• EBIT - Earnings before interest and taxes (operating income).
• EBITDA - Earnings before interest, taxes, depreciation and amortisation.
• EPS - Earnings per share. The earnings per share are calculated as the total net profit for the period divided by the (weighted) average number of ordinary shares outstanding.
• Equity per share - The equity per share reflects the Company’s equity allocated to each outstanding share of common stock and is calculated by dividing the total shareholders’ equity by the total number of ordinary shares outstanding at year-end.
• ERT - Emission Reduction Ton (ERT). The reduction or removal of one metric tonne of carbon dioxide equivalent from the atmosphere (CO2).
• EU ETS - EU Emission Trading Scheme (EU ETS). With about 45% of EU greenhouse gas emissions covered by the EU ETS, it’s the world's largest cap and trade scheme. Emissions from heavy industry, electricity generation, and aircraft in the EU are covered by this programme implemented in 2005.
• Extreme Weather Events - Unexpected weather events and patterns considered extremely unusual outliers in the regions where they occur. Unexpected heatwaves, such as the 2021 Western North America heatwave that set new record-high temperatures in Canada, or the February 2021 North American cold wave that caused significant damage in the state of Texas, are examples of such events. There is some evidence to suggest that climate change is causing extreme weather events to occur both more frequently as well as more severely.
• Fossil Fuels - Fuels derived from hydrocarbon deposits formed by fossils, such as coal, oil, and natural gas. The combustion of these products, for example in car engines or coal-fired power plants, produces greenhouse gases like carbon dioxide.
• FTE - Full-time equivalent.
• FX rate - Foreign exchange rate.

G

• Greenwashing - The use of false or misleading promotion and marketing to exaggerate an organization's environmental or sustainable activities.
• GRI - Global Reporting Initiative.
• GWP - Global Warming Potential (GWP). A scientific measure that compares how harmful each greenhouse gas is to the atmosphere, in terms of how long they stay there and how much heat they trap, relative to carbon dioxide. See also: Carbon Dioxide Equivalent.
• GAAP - Generally accepted accounting principles.
• GHG - Gases that trap heat in the atmosphere. Carbon dioxide, methane, nitrous oxide, and fluorinated gases are the primary greenhouse gases. See also: Carbon Dioxide Equivalent.
• GHG Reduction - GHG Reduction means the avoidance, limitation, mitigation, reduction, removal or sequestration of GHGs relative to the Baseline, for which VERs are Issued to the Project.
• Global Warming - An increase in the world’s average surface temperature, as compared to a baseline reference period. The average temperature of the world has increased by approximately 1°C since the late 19th century, and the scientific consensus is that human activity is the primary contributor.
• Gold Standard - Verified Carbon Standard (GS VER). A non-governmental emission reductions project certification scheme. It participates in the Clean Development Mechanism (CDM), the Voluntary Carbon Market, and many climate and development initiatives.

I

• IAS - International accounting standard.
• ICE CER Futures - Defined in the Kyoto Protocol, an ICE Certified Emission Reduction futures contract is a futures contract for a carbon offset unit that may be used to meet EU ETS compliance obligations.
• ICE EUA Futures - A futures contract for permits issued by the European Union Emissions Trading System. Contracts held to expiry result in physical delivery of EUA allowances within the Union Registry.
• ICE Global Carbon Index - An index based on prices from the EU Emissions Trading Scheme (EU ETS), the California Cap and Trade Program, and the Regional Greenhouse Gas Initiative (RGGI). The secondary futures market for such programs, which trade on ICE's futures exchanges, accounts for the majority of volume in all carbon-based futures contracts. Visit the ICE Carbon Futures Index Family here.
• ICE RGGI Futures - The ICE Regional Greenhouse Gas Initiative futures contract is a contract for RGGI allowances. The RGGI is a collaborative program comprised of 11 northeastern U.S. states, and RGGI allowances are physically handed to the RGGI-COATS registry when contracts are held to expiry.
• IFRIC - International Financial Reporting Interpretations Committee.
• IFRS - International Financial Reporting Standards.

K

• Kyoto Protocol - A global accord signed in 1997 that aimed to decrease greenhouse gas emissions. The phrase carbon credit appeared for the first time in the Kyoto Protocol. The Kyoto Protocol would later be superseded by the Paris Agreement.

L

• Leakage - When a reduction in emissions from a carbon offset project in one location produces a rise in emissions in another area. For example, when preserving a forest in one region transfers logging activities to another area of forest.
• LUC - Land Use Change (LUC). Changes in how a particular area of land is used or managed. For instance, land use change is one of the primary reasons why the Amazon rainforest has gone from being one of the world’s largest natural carbon sinks to becoming a carbon source instead.

M

• Mandatory (Compliance) Market - Mandatory (compliance) markets are governed by national, regional, or provincial law and compel emission sources to meet GHG emission reduction targets. Because compliance program offset credits are generated and traded for regulatory compliance, they typically act like other commodity pricing.
• Market capitalization - Market capitalization reflects the total market value of all the Company’s outstanding shares and is calculated by multiplying the total shares issued by the share price at period-end.
• Monitoring - Monitoring means the activities of collecting and recording data necessary for carrying out the Verification in accordance with the Standard and Supplementary Requirements.
• Monitoring Period - Monitoring Period means the period between two Verifications of GHG Emission Reductions and covered by one Monitoring Report.
• Monitoring Plan - Monitoring Plan means the plan for Monitoring included in the PDD pursuant to requirements of the Standard and prudent Monitoring practice.
• Monitoring Report - Monitoring Report means a report prepared on or behalf of the Seller, setting out the number of GHG Reductions generated by a Project within a specified period of time, as monitored in accordance with the Monitoring Plan.
• MW - Megawatt (MW). A power measurement unit equal to one million watts. One megawatt is approximately equal to the amount of energy produced by ten car engines.
• MWh - Megawatt Hour (MWh) Equivalent to 1,000 kilowatts of continuous power consumption for one hour. It’s about comparable to the amount of power consumed by 330 households in a single hour.

N

• Net Zero (Netzero) - A condition in which greenhouse gases emitted into the atmosphere are balanced by the amount of greenhouse gases being removed from the atmosphere. See also: Carbon Neutral.
• NGO - Non-governmental organisation.

O

• Offset Certificates - Paper licences provided in exchange for the purchase of carbon credits. Offset certificates should include a serial number unique to the offset, total tonnage bought, the verifier's name and signature, project location, owner's name and address, and a vintage date.

P

• Paris Agreement - An international treaty on climate change that superseded the Kyoto Protocol. Signed in 2016, the agreement has been ratified by all but six countries in the world. The long-term goal of the Paris Agreement is to keep global warming below 2°C, and the treaty contains various provisions to enforce this target.
• Pathway - A model scenario for climate change based on current scientific understanding. The 1.5°C pathway, as laid out by the Intergovernmental Panel for Climate Change, forecasts a 50-66% chance that global warming will remain at or below 1.5°C by the year 2100 after a brief overshoot. This pathway would require the entire world to cut greenhouse gas emissions by 7.6% each year, halving emissions by 2030 and reaching net-zero status by 2050.
• PDD - Project Design Document or PDD or PD means the description of the Project which is used as the basis for Validation, in its latest version as from time to time amended. The PDD shall be per the PDD form authorised for use by the Standard. This shall not preclude the inclusion of supplementary information into the PDD.
• Performance Standard - Rather than limiting projects to those that wouldn’t be viable without the carbon market, the performance standard counts as offsets any energy reduction that’s less than a specified threshold. In some cases, a project may be good for the environment but would have happened regardless, independent of assistance from the carbon market. As a result, projects with the performance standard generally aren’t as high quality as more rigorously certified carbon reduction projects.
• Permanent Offsets - Offsets that are long-lasting or guaranteed to be replaced in the event of a loss. This is one of four factors to consider when acquiring carbon offsets.
• PPE - Property, plant and equipment.
• Project - A large-scale nature-based solutions project that originated carbon credits during the Project Lifetime.
• Project Documents - Project Documents means together or individually, the PDD, the Monitoring Report, the Validation Report,
• Project Implementer - Local partners that play a role in the realization of a Project.# TERMINOLOGY & DEFINITIONS

P

Project Lifetime - The Project Lifetime has a minimum term of thirty (30) years, and with mutual consent, and with the consent of the respective national government where applicable, may be extended up to a maximum term of ninety (90) years.
Project Participants - Project Participants means a person or entity that is an investor or otherwise interested in the Project.
Project Site - The location(s) on the relevant Project where activities associated with reforestation, reducing deforestation and degradation will take place.

R

REDD+ - Reduced Emissions from Deforestation and Forest Degradation (REDD+). Projects in areas where forests are in danger due to land-use change, resulting in reduced carbon storage. REDD+ projects aim to save these forests before they’re degraded or deforested, avoiding a worse-case scenario that leads to increased emissions.
Registration - The process of submitting Project Documents to an approved carbon registry and having the VERs issued on the registry.
Registry - Registry means a registry approved by the Standard, used to provide a permanent record of the compliance of projects and the VERs generated by these projects with the Standard, and to record title and transfers of title of the Contract Quantity or parts thereof under the Standard.
Regulated carbon market - Where members are legally obligated to reduce their emissions.
Renewable Energy - Energy derived from sources that can be naturally renewed in a relatively short amount of time. The five most common renewable sources are biomass (such as wood and biogas), hydropower, geothermal (heat from inside the earth), wind, and solar.
Retire - To permanently remove carbon offsets from the market in order to prevent them from being resold after they’ve been used up. Offsets are typically decommissioned by assigning them unique serial numbers and registering them in an official registry.
Quality Standard - Quality Standard means the Standard and the Supplementary Requirements.
Q Real Offsets - Carbon offsets that have already actually reduced carbon emissions, as opposed to those expected to do so in the future. This is one of four factors to consider when acquiring carbon offsets.
REC - Renewable Energy Credits (REC). Unlike a carbon offset, which represents one tonne of CO2e emissions reduction, a renewable energy credit represents one MWh of energy produced by a renewable energy source, such as solar, wind, or hydroelectric power.
RGGI - Regional Greenhouse Gas Initiative (RGGI). A multi-state cap and trade scheme first established in 2009. This program encompasses the 11 U.S. states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont, and Virginia. Each participating state has its own limitation on fossil-fuel-fired electric power plant emissions. Each state's allowances, like California's, can be utilized interchangeably for compliance.
RMU - Removal Unit (RMU) A Kyoto Protocol unit equal to one metric tonne of carbon dioxide equivalent emissions absorbed or removed by a carbon sink project. RMUs are granted for carbon dioxide removal from the atmosphere by qualifying land use, land-use change, and forestry activities.
ROE - Return on equity is the net profit returned as a percentage of the (weighted) average shareholders’ equity.
Scope 2 Emissions (S2) - The discharge of greenhouse gases as a result of the electricity, heating, cooling, or steam generation required to power an organization’s buildings and other facilities.
Scope 3 Emissions (S3) - The release of greenhouse gases into the atmosphere generated as a result of an organization’s activities, but physically produced by another entity. For example, if you drive a fossil-fuel-powered car, the emissions it produces would count towards the car manufacturer’s Scope 3 emissions.
SDG - Sustainable Development Goals (SDG). The United Nations established 17 global development goals for all countries through a participatory process, elaborated in the 2030 Agenda for Sustainable Development. These goals include ending poverty and hunger, ensuring health and well-being, education, gender equality, clean water and energy, and decent work; and building and ensuring resilient and sustainable infrastructure, cities, and communities.
Sequestration - The removal of carbon dioxide from the atmosphere through biological (for example, photosynthesis in plants and trees), chemical (for example, turning CO2 into carbonate minerals), or physical processes (for example, storage of carbon dioxide in underground reservoirs).
Scope 1 Emissions (S1) - The release of greenhouse gases into the atmosphere from sources such as buildings and operations directly owned or controlled by an organisation. For example, if a company owns a fleet of trucks, the greenhouse gases emitted by these trucks would count towards the company’s Scope 1 emissions.

T

t CO2e - t CO2e means metric tonnes of Carbon Dioxide Equivalent.
TSVCM - The Taskforce on Scaling Voluntary Carbon Markets is a private sector led initiative working to scale an effective and efficient voluntary carbon market to help meet the goals of the Paris Agreement. The Task Force's unique value proposition has been to bring all parts of the value chain to work intensively together and to provide recommended actions for the most pressing pain points facing voluntary carbon markets.

U

UNFCCC - UN Framework Convention on Climate Change (UNFCCC). Adopted in 1992 and made available for signing during the Rio de Janeiro Earth Summit in 1992. The ultimate goal of the Convention is to ‘stabilise greenhouse gas concentrations in the atmosphere at a level that would preclude hazardous anthropogenic influence with the climate system.’

V

Validation - Validation and Validated means the process of independent evaluation of the Project in accordance with the Standard and any Supplementary Requirements for Validation, confirming that the Project complies with the Quality Standard and is likely to generate the VERs described in the PDD.
Validation Report - A written report of the Validation process and results prepared and issued by the Independent Entity. For the purpose of this Agreement, the Validation Report shall comply with any Supplementary Requirements. The Validation Report shall confirm who is or are the owner/s of the VERs generated by the Project.
VCM - Voluntary (Verified) Carbon Market (VCM). A carbon market in which members are not legally compelled to reduce their emissions but do so voluntarily. These markets enable carbon emitters to offset their emissions by acquiring carbon credits generated by third-party initiatives aimed at removing or decreasing GHG emissions from the environment. Companies can engage in the voluntary carbon market on their own or as part of an industry-wide program.
VCS - Verified Carbon Standard. VCS means the latest version of the verified carbon standard, a quality standard of VERs according to the requirements as is published on the website www.verra.org and any related guidance.
VCU - Verified Carbon Unit (VCU). A unit equating to one metric tonne of certified, reduced, and issued carbon dioxide equivalent emissions under the Verified Carbon Standard.
VER - VER or Verified Emission Reduction means an allowance, credit, entitlement, interest or right to emit (now or in the future) one metric tonne of Carbon Dioxide Equivalent gas and which arises from or in connection with the GHG Reductions by the Project, the VER representing a real, permanent, independently ex-post Verified GHG Reduction that is additional to what would have occurred in the absence of VER trading (additionality”) and which complies with the Standard and any Supplementary Requirements.
Verifiable Offsets - Carbon offsets that can be quantified, tracked, and validated are known as verifiable offsets. (This is one of four factors to consider when acquiring carbon offsets.)
Verification - An authorised third-party auditor conducts an impartial review of the carbon offset project design and baseline calculations prior to the start of project activity.
Verification Protocol - A Verification checklist completed by the Verifier, which provides a detailed tabular overview of the compliance of the Project with Verification requirements.
Verification Report - A written report of the Verification process and results prepared by the Independent Entity.
Verification Statement - Verification Statement means in respect of a VER Verified pursuant to the VCS Standard, the deed issued by the Verifier as part of the Verification Report, or a separate deed referencing the Verification Report to which it relates, containing a unilateral representation that the Verifier has verified the relevant GHG Reductions have occurred in accordance with the applicable rules.
Verifier - An Independent Entity which satisfies the level of credibility required for performing Verification of the Project.
Verra - This is a certification standard for non-governmental emission reduction initiatives. It participates in the Clean Development Mechanism (CDM), the Voluntary Carbon Market, and many climate and development initiatives.
Vintage - The year of emissions reduction that a carbon credit belongs to. The vintage of an carbon credit may not necessarily match the year of the transaction, and the vintage year may even be in the future.

W

WACC - Weighted average cost of capital.
Wta - Audit Firms Supervision Act.

DISCLAIMER

This trading update does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB. It is not an advice or recommendation to take or refrain from taking any action.This trading update contains statements that could be construed as forward-looking statements, including concerning the financial position of the DGB Group, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by DGB’s management. Although DGB believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise. Note that all of DGB’s services and products are subject to our General Terms and Conditions.

CONTACT INFORMATION

ANNUAL REPORT 2023 - PROPERTY OF DGB GROUP

Contact us

DGB is a project developer of high-quality, large-scale carbon and biodiversity projects accredited by third parties. Our goal is to help nature flourish and prosper.

Company Name	Address	Website	Email	Phone
DGB GROUP NV	Runderweg 6, 8219 PK Lelystad, The Netherlands	green.earth	info@green.earth	+31108080126
DGB Project Management BV	Runderweg 6, 8219 PK Lelystad, The Netherlands	green.earth/projects	projects@green.earth
DGB Supply & Services BV	Runderweg 6, 8219 PK Lelystad, The Netherlands	green.earth	trading@green.earth
DGB Technology Solutions BV	Runderweg 6, 8219 PK Lelystad, The Netherlands	tech.green.earth	tech@green.earth
Corekees Management BV	Stationsplein 45, 3013 AK Rotterdam, The Netherlands	corekees.com	info@corekees.com	+31103071677

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