ALLTERCO JSCo

103 Cherni Vrah Blvd.

1404 Sofia Bulgaria tel: +359 2 957 1247

www.allterco.com

ADDITIONAL INFORMATION

in accordance with Art.12, item 4 of Ordinance № 2 of FSC dated 09.11.2021 about the prospectus for public offering and the admission to trading on a regulated market of securities and the disclosure of information

as of the fourth quarter of 2022

on individual basis

1. Information about the changes in the accounting policy during the reporting period, the reasons for their connection and how they affect the financial result and the equity of the issuer

During the reporting period there was no change in the accounting policy of Allterco JSCo.

2. Information about changes in the economic group of the issuer, if it participates in such a group

There is no change in the business group of the Company during the reporting period, but a change has occurred after the end of the reporting period, whereas in January 2023 the Company has closed the 1st stage of the acquisition of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica, ("GOAP" or the "Target Company") which consisted in the acquisition of 60% of the share capital of the Target Company. The transaction is based on Share Purchase Agreements ("SPAs") that were signed with all four GOAP shareholders. The total purchase price for the 1st stage transactions is EUR 2 million.

The remaining 40% of the GOAP share capital belonging to three individual shareholders of GOAP are subject to Option Agreement that was signed together with the SPAs. Under the Option Agreement Allterco will have unconditional call options and the selling shareholders will have conditional put options on two packages of shares (the exercise of each of the sellers' options is conditional upon the achievement of certain minimum criteria of KPI, EBITDA and revenue within the period 2023 - 2025). One option is for 16% of GOAPs share capital and the other option is for 24% of GOAPs share capital. The aggregate price for the shares in case of the exercise of the options depends on the extent to which the conditions therefore are met and may range from EUR 699,999.70 (BGN 1,369,080.41) to EUR 3,449,998.60 (BGN 6,747,610.76).

3. Information on the results of organizational changes within the issuer, such as transformation, sale of companies from the economic group, in-kind contributions from the company, rental of property, long-term investments, suspension of activity

During the reporting period there have been

  • no organizational changes within the issuer
  • no transformation proceedings have been initiated;
  • no in-kind contributions have been made by the issuer;
  • no property of the company has been leased;
  • no suspended activities;
  • long-terminvestments as follows:
    • In the first quarter Allterco JSCo increased the capital of the subsidiary company from currently BGN 1 500 000 (EUR 766 937.82) by BGN 5 500 000 (EUR 2 812 105.34) to BGN 7 000 000 (EUR 3 579 043.16) by issuing 5 500 000 new shares with a nominal value of BGN 1.00 each. Allterco subscribes to all new shar;
    • In the second quarter Allterco JSCo has approved financing for the operations of the subsidiary Allterco Robotics Inc, USA. with the following parameters: (1) provision of an additional cash

contribution of USD 1 million, for a term of 1 year, at an annual interest rate of 1% and (2) a capital increase of USD 500,000. At the end of the reporting period, the financing is fully provided to the subsidiary.

Long-term investments were made after the end of the reporting period as per item 2 here above.

4. Opinion of the management body on the possibilities for realization of published forecasts for the results of the current financial year, taking into account the results of the current half-year, as well as information on the factors and circumstances that will affect the achievement of the forecast results at least until the end of the current financial year. year:

As of the end of the reporting period ALLTERCO JSCo reported on individual basis a profit of BGN 988 thousand, which is a decrease of the loss by 70,0 % compared to the same reporting period of the previous year. The reasons behind the decrease of the profit include increase of the salary expense following the increase of the number of the board members, increase of the operational expenses in relation to the listing of the Company's shares on Frankfurt Stock Exchange and the written off of receivables, as well as the lower dividend income in comparison to the previous year.

As of the end on the reporting period Allterco JSCo does not report revenues from sale of goods and services on individual basis. The Company reports other revenues, 99,6 % of which are from dividend.

In 2022 the Company reports loss from operations with financial assets in the amount of BGN 119 thousand, related to the sale of shares in Link Mobility Group.

In 2021 the Company reports positive differences from operations with financial assets, which includes:

  • BGN 49 thousand from sale of shares in Link Mobility Group
  • BGN 201 thousand from the sale of participation in 3 subsidiaries

Allterco JSCo has not published forecasts for the current financial year 2022 on an individual basis. The Company has published forecasts on a consolidated basis as part of the Prospectus for the public offering of shares from the capital increase of Allterco JSCo together with the supplements thereto 2020. The Company has updated these forecasts in the second and the fourth quarter of 2022.

5. Data on the persons holding directly and indirectly at least 5 per cent of the voting shares in the General Meeting at the end of the respective quarter, and the changes in the number of voting shares held by the persons for the period from the end of the previous quarter

Shareholders holding at least 5 percent of the votes in the GMS of Allterco JSCo as of 30.09.2022

NAME OF SHAREHOLDER

CAPITAL

PERCENTAGE

SvetlinTodorov

32,48 %

Dimitar Dimitrov

32,48 %

Other individuals and legal entities

35,04 %

The Company has 40 000 own shares, representing 0,22% of the Company's capital.

Change in the number of votes held for the period 01.01.2022- 31.12.2022

During the reporting period there was no change in the number of voting shares held by these shareholders.

6. Data on the shares held by the management and supervisory bodies of the issuer at the end of the respective quarter period, as well as the changes that have occurred for the period from the end of the previous quarter for each person separately

Members of the Board of Directors

NAME OF SHAREHOLDER

CAPITAL

PERCENTAGE

SvetlinTodorov

32,48 %

Dimitar Dimitrov

32,48 %

Nikolay Martinov *

0 %

  • Nikolay Martinov has no direct interest in the capital of the Issuer. The companies Unicom Consult EOOD, in which he is the sole owner of the capital and manager, Impetus Capital OOD and Impetus Partners OOD, in which he is a partner respectively with 50% and 43,75 % of the capital and manager, as well as ImVenture I KDA and ImVenture II KDA, in which he is a representative of the legal entity - "Impetus Capital" OOD, have respectively: "Unicom Consult "EOOD - 84,750 shares (0.47%), Impetus Capital OOD 162,000 shares (0.9%), Impetus Partners OOD 405,000 shares (2.25%) ImVenture I KDA 123,288 shares (0.68%), ImVenture II KDA - 68,493. shares (0.38%) in the capital of Allterco JSCo and a total number of shares 843,531 (4.686%) of the voting rights in its General Meeting.

No changes regarding these persons have occurred following the previous quarter period.

7. Information on pending court, administrative or arbitration proceedings concerning liabilities or receivables amounting to at least 10 percent of the issuer's equity; if the total value of the issuer's liabilities or receivables under all initiated proceedings exceeds 10 per cent of its own capital, information shall be provided for each proceeding separately

In relation to the Share Purchase Agreement (SPA) signed in 2019 by Allterco JSCo and Link Mobility Group, Norway for the acquisition of Allterco's telecommunications business in Europe, the parties reached an out-of-court settlement agreement according to which Link Mobility Group, has paid the overdue final instalment related to the sale of the European telecommunications business to Allterco JSCo, for which an arbitration procedure was initiated in Vienna International Arbitration Court. As a result of the agreement Link Mobility Group made a payment of BGN 2 151 thousand of the due amount and the remaining balance of BGN 902 thousand has been written off.

8. Information on the loans granted by the issuer or its subsidiary, providing guarantees or assuming obligations in total to one person or its subsidiary, including related parties, indicating the nature of the relationship between the issuer and the person, the amount of outstanding principal, interest rate, payment deadline, amount of commitment, conditions and term

Except to the transaction specified here below, during the reporting period Allteco JSCo have not granted any loans, provided guarantees or assumed obligations in total to one person or its subsidiary, including related parties.

During the first quarter of 2022 Allterco JSCo has approved financing for the operations of the subsidiary Allterco Robotics Inc, USA. with the following parameters: (1) provision of an additional cash contribution of USD 1 million, for a term of 1 year, at an annual interest rate of 1% and (2) a capital increase of USD 500 000. At the end of the reporting period, the financing is fully provided to the subsidiary.

Dimitar

Digitally signed by

Stoyanov

Dimitar Stoyanov

Dimitrov

Date: 2023 01 30

…………………………………….

Dimitrov

16:52:29 +02'00'

Dimitar Dimitrov

CEO, Allterco JSCo

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ALLTERCO AD published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 17:03:08 UTC.