Allterco : Additional Information - Annex 4

ALLTERCO JSCo

103 Cherni Vrah Blvd.

1404 Sofia Bulgaria tel: [phone]

www.allterco.com

ANNEX 4

UNDER 12, ITEM 1 OF ORDINANCE 2 OF 09.11.2021

TO THE INTERIM REPORT ON BUSINESS ACTIVITIES OF ALLTERCO JSCo

AS OF THE FOURTH QUARTER OF 2022

ON INDIVIDUAL BASIS

The Board of Directors of ALLTERCO JSCo, UIC: 201047670, with registered office and address of management, Sofia, 103 Cherni Vrah Blvd., notifies all current and future investors that the information presented in this document has been prepared in connection with the requirements of Art. 13 and Art.12, para. 1, item 1 of Ordinance No. 2 of the Financial Supervision Commission and represents Annex No. 4 of the above-mentioned legal act. It contains the legally determined information about the activity of the company on individual basis for the period from 01.01.2022 to 31.12.2022. It is in the interest of the investors to get acquainted with the provided information before making a decision to invest in the company's securities.

THE FINANCIAL SUPERVISION COMMISSION IS NOT RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED

The persons responsible for damages caused by incorrect, misleading or incomplete data in this information as of 31.12.2022 are:

Gregor Bieler - Chairman of the BoD;

Nikolay Martinov - Deputy Chairman of the BoD;

Dimitar Dimitrov - Executive Director and Representative;

Wolfgang Kirsch - Executive Director and Representative;

Svetlin Todorov - Member of the BoD and Representative;

1.1. Change of the persons exercising control over the company.

During the reporting period there was no change in the persons exercising control over the company.

There has been a change in the composition of the Board of Directors, with the resolution of the General Meeting of Shareholders of 08.04.2022 changing the number of the Board members from three to five, where Mr. Wolfgang Kirsch and Mr. Gregor Bieler join to the current members.

Pursuant to the resolution of the General Meeting of Shareholders at its first meeting held on 08.04.2022. the Board of Directors elects from among its members the following executive members, Chairman and Deputy-Chairman:

• Gregor Bieler - Chairman;
• Nikolay Martinov - Deputy Chairman;
• Dimitar Dimitrov - Executive Director and Representative;
• Wolfgang Kirsch - Executive Director and Representative;

1

• Svetlin Todorov - Member of the Board of Directors and Representative; The representatives represent the Company together or individually

As of 31.12.2022 the capital structure of ALLTERCO JSCo is as follows:

	NAME OF SHAREHOLDER			PERCENTAGE OF THE
			CAPITAL
	Svetlin Todorov	32,48 %
	Dimitar Dimitrov	32,48 %
	Other individuals and legal entities	35,04 %

As of 31.12.2022 the Company has 40 000 own shares, representing 0,22% of the Company's total capital.

1. Initiating insolvency proceedings for the company or its subsidiary and all significant stages related to the proceedings.
   During the reporting period no insolvency proceedings were initiated for the company or its subsidiary.
2. Concluding or executing significant transactions.

During the reporting period no significant transactions outside the ordinary course of business were concluded or executed.

After the end of the reporting period and within the scope of the ordinary course of business the Company has concluded the following transactions:

• Acquisition of 60% of the share capital of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica. The transaction is based on Share Purchase Agreements that were signed with all four GOAP shareholders. The total purchase price for the 1st stage transactions is EUR 2 million.
• Signing of Option Agreement for the acquisition of the remaining 40% of the GOAP share capital belonging to three individual shareholders of GOAP. Under the Option Agreement Allterco JSCo 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)

1.4. Decision to conclude, terminate and cancel a joint venture agreement.

During the reporting period no decision was made to conclude, terminate and cancel a joint venture agreement.

1.5. Change of the company's auditors and reasons for the change.

During the reporting period there was no change in the company's auditors.

By decision of the General Meeting of Shareholders, held on 27.06.2022, Deloitte Audit OOD, UIC: 121145199 has been appointed as the Company's auditor for 2022. .

1.6. Initiation or termination of a court or arbitration case relating to liabilities or receivables of the company or its subsidiary, with a claim value of at least 10 percent of the company's equity.

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 about the payment of the 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.

1.7. Purchase, sale or established pledge of shares in companies by the issuer or its subsidiary.

During the reporting period there is no purchase, sale or established pledge of shares in companies by the issuer or its subsidiary.

After the end of the reporting period the Company acquired 60% of the share capital of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica and signed an Option Agreement for the acquisition of the remaining 40% of the GOAP share capital. (see item 1.3 here above)

1.8. Other circumstances that the company considers may be important for the investors in deciding to acquire, sell or continue to hold publicly traded securities.

During the first quarter of 2022 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 share.

During the second quarter of 2022 the Company bought back 40 000 of its shares, representing 0,22% of its share capital, though an OTC deal and at a price of 19,5 BGN per share. The treasury shares will be used for the potential acquisition of the Slovenian IoT company GOAP d.o.o. Nova Gorica (GOAP).

During the second quarter of 2022 the Board of Directors of 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.

After the end of the reporting period the Company acquired 60% of the share capital of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica and signed

Option Agreement for the acquisition of the remaining 40% of the GOAP share capital. (see item 1.3 here above).

Other circumstances that the company believes may be important for the investors in deciding to acquire, sell or continue to hold shares were publicly disclosed, incl. in the Report on the Business Activities of the company for the fourth quarter of 2022 on individual basis and the Explanatory Notes to the Financial Statements.

On behalf of Allterco JSCo Dimitar Stoyanov Stoyanov Dimitrov
Dimitrov	Digitally signed by Dimitar
Date: 2023.01.30 16:53:07
………………………….
	+02'00'

Dimitar Dimitrov, CEO