Remuneration Policy Implementation Report for 2025

c

Prepared on the basis of Art. 12 of Ordinance № 48 of the Financial Supervision Commission of March 20, 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 the manner in which the remuneration policy has been implemented for the period of the financial year 2023. This report also includes a program for the implementation of the remuneration policy developed by the Management Board of recommendation of the Remuneration Committee.

1. / Information about 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 the determination of 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.

   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 have been met

   The remunerations received by the members of the National Assembly and the Board of Directors and the procurator for the reporting year 2024 are only permanent and are based on the basic principles for determining the remuneration specified in item 1.

   The company does not pay variable remunerations and has no developed criteria or methods for evaluating their performance.

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 2025, the remuneration is determined based on the contribution of each member of the management to the implementation of the company's strategic goals related to the development and organic growth of the insurance and energy sectors. The main measure is 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.

8. / Information on the periods of deferral of payment of variable remuneration

   The Company does not pay variable remuneration to the members of the Supervisory Board and the Management Board, incl. and to procurator, which is why no scheme for postponing such remuneration has been adopted. Disclosure in this report of information related to periods of deferral of variable remuneration is not applicable.

9. / Information on the compensation policy upon termination of contracts

   The contracts of the members of the Supervisory Board and the Management Board do not provide for benefits in case of termination of the contracts, therefore information on such benefits is not applicable. The same is true for the procurator of the company.

10. / Information for the period in which the shares cannot be transferred and the options on shares cannot be exercised, in case of variable remuneration based on shares

    At present, the company does not envisage granting options on shares or shares of the company to the members of the Supervisory and Management Boards, as well as to the procurator, therefore information on the period in which the shares cannot be transferred and options on shares is not applicable. cannot be exercised.

11. / Information on the policy for keeping a certain number of shares until the end of the term of office of the members of the management and control bodies after the expiration of the period under item 10

    The company does not follow a policy of retaining a certain number of shares until the end of the term of the members of the supervisory and management boards and procurators after a certain period. Providing information in this sense is not applicable.

12. / Information on the contracts of the members of the management and supervisory bodies, including the term of each contract, the term of the notice of termination and details of the compensation and / or other payments due in case of early termination

    1. Information on the contracts of the members of the Supervisory and Management Boards of the Company

       Name and position	Date of appointment	Term of the mandate, according to art. 33 (2) and Art. 43 (2) of the Articles of Association	Possibility to extend the contract	Term of the contract	Term of notice for termination
       Supervisory Board
       Assen Christov, Chairman	12.12.2006	Five years	unlimited	until the end of the term	without notice
       Dimitar Dimitrov, Deputy Chairman	12.12.2006	Five years	unlimited	until the end of the term	without notice
       Radi Georgiev, Member	17.04.2015	Five years	unlimited	until the end of the term	without notice
       Kustaa Lauri Aima, Independent Member	27.07.2017	Five years	unlimited	until the end of the term	without notice
       Ivaylo Krasimirov Angarski	20.07.2021	Five years	unlimited	until the end of the term	without notice
       Louise Gabrielle Roman, Member	27.11.2018	Five years	unlimited	until the end of the term	without notice
       Management Board
       Kiril Boshov, Chairman	12.12.2006	Five years	unlimited	until the end of the term	without notice
       Assen Minchev, Executive Director	12.12.2006	Five years	unlimited	until the end of the term	without notice
       Velislav Christov, Member	22.10.2012	Five years	unlimited	until the end of the term	without notice
       Razvan Lefter, Member	22.08.2017	Five years	unlimited	until the end of the term	without notice

    2. Information about the contract of the procurator of the Company

       Name and position	Date of appointment	Term of the mandate, according to art. 33 (2) and Art. 43 (2) of the Articles of Association	Possibility to extend the contract	Term of the contract	Term of notice for termination
       Procurator
       Milena Milchova Guencheva	22.12.2020	not applicable	not applicable	until the withdrawal of the power of attorney	without notice

    3. Details of benefits and / or other payments due in the event of early termination - the Remuneration Policy Implementation Program does not provide for such benefits and / or other payments

    The Company does not have an agreement for payment of amounts for compensations upon termination of a contract with the members of the Management and Supervisory Boards, as well as with the procurators, regardless of the termination of the person's functions.

    In the reporting year 2025 there are cases of early termination of the contract with a member of the Supervisory Board and procurator of the Company;

13. / Full amount of the remuneration and other material incentives of the members of the management and control bodies for the relevant financial year

    General information on the summarized annual amount of remuneration paid to the members of the Supervisory Board, the Management Board and the Procurators:

    The total annual amount of the remuneration paid to the members of the Supervisory Board by EUROHOLD BULGARIA AD amounts to BGN 139 121.

    The annual amount of remuneration paid to all members of the Supervisory Board by other companies in the same group amounts to BGN 1 536 868.

    The total annual amount of the remuneration paid to the members of the Management Board by EUROHOLD BULGARIA AD amounts to BGN 196 320.

    The total annual amount of remuneration paid to all members of the Management Board by other companies from the same group amounts to BGN 1 502 616.

    The total annual amount of the remuneration paid to the Procurator of the company by EUROHOLD BULGARIA AD amounts to BGN 13 320.

    The total annual amount of remuneration paid to the Procurator of the company by other companies in the same group -BGN 160 249.

14. / Information on the remuneration of each person who has been a member of a management or supervisory body in the public company for a certain period during the respective financial year

The permanent gross remuneration paid by "Eurohold Bulgaria" AD to the members of the supervisory board is in accordance with the agreements in the current contract for the supervision of the respective member of the supervisory board, to the members of the management board is in accordance with the agreements in the current contract for assigning the management of the respective member, and of the procurator - in relation to the contracts for the procurator.

"Eurohold Bulgaria" AD pays the members of the supervisory and management board, as well as the procurator of the Company, a fixed and agreed permanent remuneration on a monthly basis.

According to the Remuneration Policy, members of the supervisory and management boards may receive different amounts of remuneration. Also, General meeting of the shareholders, respectively the Supervisory board, may not decide to receive a permanent remuneration from a member of the supervisory, respectively the management board, after the express consent of this member, as the same applies to the procurator of the Company. In this regard, some of the members of the management or supervisory body of Eurohold Bulgaria AD do not have an agreed remuneration and, accordingly, such remuneration was not paid to them for the reporting financial year 2025.

a) Information on the full amount of the permanent remuneration for 2024, paid by Eurohold Bulgaria AD to the members of the Supervisory and Management Boards of the company