Eurohold Bulgaria : Report on the implementation of the Remuneration policy, 2022

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REMUNERATION REPORT

REMUNERATION REPORT

Prepared on the basis of Art. 12 of Ordinance № 48 of the Financial Supervision Commission of 20 March 2013 on the requirements for remuneration.

This report is brought to the attention of the company's general meeting of shareholders and contains information on how the remuneration policy has been implemented for the period of the financial year 2022. This report also includes a program for implementing the remuneration policy developed by the Board of Directors of recommendation of the Remuneration Committee.

REMUNERATION REPORT

FOR 2022

1 / Information on the decision-making process in determining the remuneration policy, including, if applicable, information on the mandate and composition of the remuneration committee, the names of the external consultants whose services were used in determining the remuneration policy

The remuneration policy of the members of the Management and Supervisory Boards of Eurohold Bulgaria AD (the Policy), amendments or supplements, as well as the program for its implementation, is developed at the proposal of the Supervisory Board and approved by the General Meeting of Shareholders. The policy also applies to the company's procurators.

The remuneration of the members of the Supervisory and Management Board of Eurohold Bulgaria AD is formed in accordance with the following basic principles:

• Transparency of remuneration practices;
• Compliance of the remuneration with the commitment of the members of the management and control body with the implementation of the strategy for the development of the public company, the short-term and long-term goals with reasonable risk assessment;
• Support for long-term value creation for shareholders;
• Non-discrimination,conflict of interest and unequal treatment of the members of the supervisory and management board of the company in determining the remuneration;

The current policy was developed by the Supervisory Board of the company and approved by the General Meeting on 30.09.2020, repealing the remuneration policy of the members of the Management and Supervisory Boards, adopted by the General Meeting on 02.10.2013.

With this policy the General Meeting of Shareholders determines that the function of the Remuneration Committee will be performed by the Supervisory Board of Eurohold Bulgaria AD within the meaning of Art.

21, para. 3 of Ordinance №48 of the FSC.

The services of external consultants were not used in determining the remuneration policy.

2 / Information on the relative weight of the variable and permanent remuneration of the members of the management and supervisory bodies and the procurator of the company.

The members of the supervisory and management boards and the procurator of the company receive only a permanent remuneration, which represents 100% of the agreed remuneration.

The permanent remunerations received by the members of the Supervisory Board and the Management Board and the procurator are in compliance with the basic principles described in item 1, as well as with the general provisions set out in the remuneration policy.

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REMUNERATION REPORT

The remuneration structure is formed by elements that in combination guarantee an appropriate ratio and fair remuneration, in accordance with the strategy, goals, values and long-term value creation for the group of Eurohold Bulgaria AD as a whole.

The members of the Supervisory Board and the Management Board and the procurator may also receive other remuneration from subsidiaries of Eurohold Bulgaria AD, in which they perform management and / or control functions.

3 / Information regarding the criteria for achieved results, on the basis of which options on shares, shares of the company or other type of variable remuneration are provided and an explanation of how the criteria under Art. 14, para. 2 and 3 contribute to the long-term interests of the company

The remuneration policy provides for the possibility in the next period for the GMS to approve, upon a proposal of the Supervisory Board, the provision of variable remuneration by determining the specific criteria for their receipt.

At present, the members of the Supervisory and Management Boards and the procurator do not receive variable remuneration, including options on shares.

4 / Explanation of the applied methods for assessment of whether the criteria for the achieved results are met

The remunerations received by the members of the Supervisory Board and the Management Board and the procurator for the reporting year 2022 are only permanent and are based on the basic principles in determining the remunerations specified in item 1.

The company does not pay variable remuneration and has not developed criteria, respectively methods for evaluating their implementation.

5 / Clarification of the relationship between the remuneration received and the results achieved

The members of the Management Board and the Supervisory Board and the procurator receive only a permanent remuneration, which corresponds to the basic principles set out in item 1.

In 2022, the remuneration is determined based on the contribution of each member to the management for the implementation of the company's strategic goals related to the sale of investments in the automotive and leasing sectors, as well as the development and organic growth of the insurance and energy sectors. The main measure is the exclusion from the company's balance sheet of leasing and car investments, and the growth of the company's consolidated assets.

6 / The main payments and justification of the annual scheme for payment of bonuses and / or all other non-monetary additional remunerations

In addition to the permanent remuneration received, the members of the Management Board and the Supervisory Board and the procurator have the right to receive additional health insurance, according to the applicable policy for additional incentives for the employees of Eurohold Bulgaria AD.

7 / Description of the main characteristics of the supplementary voluntary pension scheme and information on the contributions paid and / or due by the company to the respective member of the management or supervisory body and procurator for the respective financial year, where applicable

The company does not pay at its own expense contributions for additional voluntary pension insurance to the executive director, as well as to the members of the supervisory, management board, incl. and the procurator. Due to this circumstance, a description of the applied scheme for voluntary pension insurance is not applicable.

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