Shelly : Additional Information

Shelly Group PLC

103 Cherni Vrah Blvd.

1407 Sofia, Bulgaria

tel: [phone]

www.allterco.com

ADDITIONAL INFORMATION

in accordance with Art.12, item 4 of Ordinance № 2 of FSC dated 09.11.2021 about initial and

subsequent disclosure of information in public offerings of securities and admission of securities to

trading on a regulated market

as of the first six months of 2023

on consolidated basis

(reporting period 01.01.2023 - 30.06.2023)

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 SHELLY GROUP PLC (previous company name Allterco JSCo).

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

There is 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 Shelly Group 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 were made during the reporting period as shown under item 2 here above as well as the following investment in a company outside the business group of Shelly Group PLC:
  Investment in Ground Solutions Group AD by way of participation in the capital increase and subscription for new preference shares in the capital of its subsidiary Corner Solutions Ltd (the Investment), namely 625 new preference shares representing 10% of the capital of Corner

Solutions Ltd after the increase, for the price of EUR 100 000, according to a signed Investment Agreement. There are no interested or related parties involved in the transaction. The parties to the Investment Agreement are SHELLY GROUP PLC and Vitosha Venture Partners - Fund I KD, UIC: 206223492, as investors, on one hand, and Ground Solutions Group AD, its founders Mr. Vladimir Konstantinov Todorov, Mr. Denis Krasimirov Florov, Mr. Nikola Konstantinov Ruychev and the target company Corner Solutions Ltd, with UIC 206375571, on the other hand.

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 SHELLY GROUP PLC reported on consolidated basis a profit of BGN 11 427 thousand, which is an increase in profit of 80.3% compared to the same reporting period of the previous year.

During the reporting period SHELLY GROUP PLC reports consolidated operating revenue of BGN 54 926 thousand, which is an increase of 47.05% compared to the same period of the previous year

SHELLY GROUP PLC has published forecasts on consolidated basis as part of the Prospectus for the public offering of shares from the capital increase of SHELLY GROUP PLC together with the supplements thereto 2020. SHELLY GROUP PLC is updating its guidelines and targets on group level, whereas the Company has last updated its guidelines and targets in May 2023.

For the current financial year 2023, the Board of Directors expects IoT revenue from sales of devices and related services of EUR 72.0 million (BGN 140.8 million) compared to EUR 47.6 million in the previous year (BGN 93.1 million). 2023 earnings before interest and taxes (EBIT) are likely to be above EUR 17.0 million

(BGN 33.2 million) compared to EUR 10.4 million in the previous year (BGN 20.3 million). Based on its expansion efforts and the market launch of new products, Shelly Group projects average annual growth of around 43.2% in the medium term to a revenue target of more than EUR 200.0 million by the end of 2026. For EBIT, the medium-term target is above EUR 50.0 million by the end of 2026, with average annual growth of around 48.1%.

Medium-term growth targets 2023 - 2026 (in EUR million)

Targets	2023 Guidance	2026 Target
Revenue	72.0	>200.0
Growth vs 2022 (in %)	51.0%	>320.0%
EBIT	>17.0	>50.0
EBIT Margin (in %)	>23.0%	>25.0%

Note: EUR/BGN exchange rate fixed at EUR 1 = BGN 1.95583.

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 Shelly Group PLC as of 30.06.2023

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

As of 30 June, 2023 the Company does not hold any treasury shares.

Change in the number of votes held for the period 01.01.2023- 30.06.2023

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

After the end of the reporting period as a result of capital increase through a procedure of initial public offering of shares of SHELLY GROUP PLC, the capital structure of the Company has changed as following:

	НАИМЕНОВАНИЕ НА АКЦИОНЕР			ПРОЦЕНТ ОТ
			КАПИТАЛА
	Светлин Тодоров			32,39 %
	Димитър Димитров			32,39 %
	Други физически и юридически лица			35,22 %

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
	Svetlin Todorov	32,48 %
	Dimitar Dimitrov	32,48 %
	Nikolay Martinov *	0 %
	Wolfgang Kirsch***	0 %
	Gregor Bieler**	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 Shelly Group PLC and a total number of shares 843,531 (4.686%) of the voting rights in its General Meeting.
  **Gregor Bieler holds less than 0.03% of the Company's capital, acquired before his appointment as member of the Board of Directors.
• Wolfgang Kirsch holds 4 100 shares representing 0.02% of the voting rights in the General Meeting of the Shareholders of the Issuer;

After the end of the reporting period, as a result of a capital increase based on a public offering of shares in the capital of SHELLY GROUP PLC, there has been a change as set out in paragraph 5 of this document, whereas there has been no change in the number of shares held by each of the relevant Board members, but as a result of the change in capital, there has been a change in the percentage of shareholdings of these directors.

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

During the reporting period there are no pending court, administrative or arbitration proceedings concerning liabilities or receivables amounting to at least 10 percent of the issuer's equity; nor such individual cases with the total value of the issuer's liabilities or receivables under all initiated proceedings exceeds.

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 transactions specified here below, during the reporting period SHELLY GROUP PLC has not granted any loans or guarantees and has not assumed obligations towards one person or its subsidiary, including related parties.

During the first quarter of 2022 SHELLY GROUP PLC has approved financing for the operations of the subsidiary Shelly USA Inc. (previous company name 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 as of the payment date, 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. During the reporting period, Shelly Group PLC accrued interest income of BGN 18 thousand on an additional cash contribution Shelly USA Inc.

In the first quarter of 2023 SHELLY GROUP PLC has granted a cash loan to its subsidiary GOAP

Računalniški inženiring in avtomatizacija proces d.o.o., Nova Gorica in the amount of BGN 978

thousand (EUR 500 thousand) under the following conditions: repayment term 31.12.2029, interest rate - according to the statistical data published by the Bulgarian National Bank on 'Interest rates and volumes on non-overdraft balances for the non-financial corporations' sector (in EUR over 5 years). The accrued interest income for the reporting period is BGN 18 thousand;

In the second quarter of 2023 SHELLY GROUP PLC has granted an additional cash contribution to its

subsidiary GOAP Računalniški inženiring in avtomatizacija proces d.o.o., Nova Gorica in the amount of

BGN 978 thousand (EUR 500 thousand) under the following conditions: repayment term 1 year as of the date of provision of the cash, interest rate - 1% interest to be charged at the end of the period; the additional cash contribution is provided for the purpose of covering losses from previous years and temporary cash requirements for the normal continuation of business as usual. The interest income accrued for the reporting period is BGN 1 thousand.

In the second quarter of 2023 SHELLY GROUP PLC has provided a cash loan to a to an unrelated and not-interested third party - Expat Capital AD, UIC 175192462, Bulgarian joint stock company in the amount of EUR 280 000 (BGN 547 632) under the following conditions: term - 1 year as of the date of provision of the cash, interest rate of 1% per annum on the amount borrowed in proportion to the period for which the amount has been used, which interest shall accrue at the end of the loan period.

Dimitar	Digitally signed by
Dimitar Stoyanov
Stoyanov	Dimitrov
…………………………………….Date: 2023 08 16
Dimitrov	18:58:28 +03'00'

Dimitar Dimitrov

CEO, SHELLY GROUP PLC