Bittnet Systems S.A.

Bittnet was established in 2007 and focused on providing IT training and integration solutions, based on market-leading technologies such as Cisco, Microsoft, Dell, Oracle, HP, VMware, Google, Amazon Web Services.

In February 2009, the company changed its legal status in the joint stock company (SA), following the increase of the share capital, using the profits generated in 2008. In 2012, the company received a first infusion of capital "from abroad" (equity investment) from the business angel Răzvan Căpățînă, who is still an important shareholder of the company.

In March 2015, Bittnet was listed on the AeRO market of the Bucharest Stock Exchange, under the symbol BNET. Bittnet was the first IT company to be listed on BVB, after an infusion of EUR 150,000 in the company, received from the Polish fund Carpathia Capital SA in exchange for a 10% stake.

In 2016, the company created a new area of expertise by introducing consulting and migration services in the cloud. As a result, Bittnet has launched a series of actions dedicated to customers strictly for this range of services, targeting a new group of customers, with a slightly different profile. During 2017, the company continued to invest in increasing and diversifying AWS and Azure-specific technical skills in order to meet the requests received.

From April 2018, the new structure of the group was adopted and the business structure of Bittnet Group was reorganized into two key segments: Education and Technology. Starting in 2023, the group has organised the Technology segment into 3 divisions/business pillars: Cloud & Infrastructure, Cybersecurity and Business applications & Software development.

Starting with June 2020, Bittnet shares (BNET symbol) are listed on the BVB Regulated Market and are part of the main BVB indices.

a)       The Education Division

This division contains 4 companies (Bittnet Systems, Computer Learning Center, Equatorial Gaming and Equatorial Training, which are equal to the minority shareholding in The E-Learning Company), offering training to adults in two areas: Technical Skills and Human Skills in both traditional, face-to-face, Virtual Remote and instructor-led or eLearning formats. The trainings provided allow experts access to technology by teaching IT skills, starting from basic skills (e.g: Microsoft Office Suite) to the most advanced ones (Cloud, DevOps, Cybersecurity). The business training portfolio includes project management, IT services management, business intelligence, CRM, ERP, Agile, etc.

Equatorial Gaming

In 2018, the Group acquired a significant stake in the game-based learning company Equatorial Gaming. Following the acquisition, Equatorial's activities were integrated into the Education division.

In August 2020, Bittnet activated the conversion option on the loan of RON 1,050,000 granted in 2018 to Equatorial Gaming, equivalent to 20.1% of the share capital. In November 2020, Bittnet shareholders approved the purchase of a number of registered shares representing 60.3665% of the share capital of Equatorial Gaming SA. As a result of these transactions, Bittnet Systems reached a 98.99% ownership of the share capital of Equatorial Gaming SA.

Equatorial, a game-based learning company, specializes in providing transformational training and consulting programs at the individual, team and organizational levels in Romania and abroad. In 2015, the company invented and launched Equatorial Marathon, an Alternate Virtual Reality Game for corporations, which increases involvement and stimulates employee behaviour change. In 2018 Equatorial launched a new product: VRunners, a mobile platform evolution of the Marathon app. In 2019, Equatorial launched 2 new games: White Hat and Bona Fides Agency.

Computer Learning Center

In August 2021, the Group informed investors about the signing of the share sale and purchase agreement for the acquisition of the IT training company - Computer Learning Center.

The purchase price for 100% of the Computer Learning Center (CLC) was RON 725,000, which was settled in 2 instalments: the first instalment, amounting to RON 225,000, was paid by payment order in August 2021, and the second instalment – amounting to RON 500,000, conditional on the removal of assets from CLC's patrimony that are not relevant to the company's current activity – was paid in January 2022.

Bittnet Group has thus strengthened its Education division and expanded its certification portfolio, particularly in the cyber security sector. CLC works with over 30 certified trainers and has delivered over 2,500 trainings to 15,000 participants in recent years.

Following the entry of Bittnet Systems into the shareholding, a loan agreement was also signed by the parties in September 2021 whereby Bittnet provided Computer Learning Center the amount of RON 560,000 for working capital financing for a maximum period of 3 years and an interest rate of 9% per year. The loan was successively increased up to the amount of RON 2,405,000 from October 2021 to June 2022, and then partially repaid from August to September 2022 and then increased again throughout 2023, the remaining balance as of 31.12.2023 amounted to RON 1,445,000.

Computer Learning Center has been consolidated in the financial statements as of September 2021.

The E-Learning Company S.A.

According to the November 2020 mandate of the General Meeting of Shareholders, Group's management has completed in January 2021 negotiations to acquire 23% of the share capital of The E-Learning Company (ELC).

The E-Learning Company has a portfolio of solutions and various products structured in several directions covering areas such as personal and professional development, communication, sales and negotiation, marketing, human resources, project management, Microsoft Office, finance, English, etc.

The total value of the transaction was sized at RON 2.5 million. The payment to the founders of the E-Learning Company was made in two stages:

• the first instalment amounting to Ron 850,000 was fully paid in cash, the amount of 450,000 during Q1 2021, and the rest in April 2021. Brittnet’s management has decided to pay in full the 1st instalment in cash considering the long period of time for processing the operation of clearing with shares to the founders of the previous M&A transactions – the acquisition of 25% of Softbinator and 99% of Equatorial Gaming.

• the second instalment amounting to RON 1,682,690 (calculated following the closing of the financial statements as at 31.12.2021) was paid 50% in cash in April 2022, and the remaining 50% (which would have been paid to the founders of E-Learning Company through settlement in BNET shares in a share capital increase operation) was also paid in cash, in March 2023, following the signing of an addendum to the sale-purchase agreement.

As a result of the investment contract, Bittnet has allocated a position in the Board of Directors of E-Learning Company, a position that is occupied by Ivylon Management SRL through Logofatu Cristian.

Following Bittnet Systems' entry into the shareholding, the parties also signed a loan agreement by which the Issuer made available to The E-Learning Company the amount of RON 240,000 for financing the working capital for a maximum period of 3 years and an interest of 10 % per year. The loan was repaid in full during May 2022. During 2023 a new loan agreement was signed between Bittnet Systems and ELC, the balance of which as at 31.12.2023 amounted to RON 600,000.

b)       Cloud & Infrastructure Division (Digital Infrastructure)

This division contains 5 companies Dendrio Solutions, Dataware Consulting, Top Tech, 2Net Computer and IT Prepared) offering complex IT solutions to customers in the corporate, large corporate, enterprise and public sector segments throughout the country but also abroad (mainly CEE and USA).

The solutions offered start from physical communications infrastructure, perimeter security, video systems, digital signage systems and computing and printing systems and continue with the design and implementation of complex IT architectures such as data centre/hybrid or cloud, enterprise networking, cyber security platforms and the implementation of related software platforms, including collaboration platforms (modern workplace).

The services provided are both project-based and managed services, with managed services being delivered mainly to clients in mature markets, Europe and the United States.

Dendrio Solutions

During 2017, Bittnet Group acquired GECAD NET from Romanian entrepreneur Radu Georgescu. In the first half of 2018, GECAD Net was renamed Dendrio Solutions. Dendrio is the only “multi-cloud” hybrid solutions integrator in Romania, with a consolidated position as a certified company by the world's leading IT vendors, focusing on cloud and cybersecurity.

The IT solutions provided by Dendrio include: general consulting services, IT assessment services, implementation and migration services, maintenance and support services, infrastructure optimization services and IT training services. The company is the only "hybrid multi-cloud" integrator in Romania, consolidating its position as a certified company by the most important IT providers in the world, focusing on cloud and cybersecurity.

In December 2018, Bittnet acquired the IT&C integration activity of Crescendo International SRL, a company with 25 years of experience in Romania and on foreign markets. Crescendo's IT&C division has been integrated into Dendrio and, as a result of the merger, the company benefits from a more stable business structure, extensive staff resources, and an extensive portfolio of customers, products and services.

In June 2022, Bittnet Systems announced to the market through the current report no. 25/14.06.2022 that an institutional investor has joined the shareholding of Dendrio Solutions SRL. The transaction was carried out by selling an 11.999% stake in Dendrio to the investment fund Agista Investments for the amount of RON 7,499,982.76. Considering the transaction price, the market valuation of the IT&C integrator Dendrio Solutions at the date of the transaction amounted to about RON 62.5 million.

With Agista joining the shareholding, Dendrio is on its way to listing on the capital market either through a private placement or an initial public bid on the BVB, or through a merger procedure with a company listed on a regulated market or on a multilateral trading facility in a member country of the European Union.

Top Tech

Founded in 1992, Top Tech SRL (CUI: 2114184) is a Romanian company, integrator of IT&C products and services, with business in Transylvania. Currently, TopTech has partnerships with some of the most important technology manufacturers, such as Dell or HP, for the delivery of equipment, solutions and technological services. The company has over 80 employees and collaborators, being one of the most important IT integrators in the central and western part of Romania. TopTech has offices in Deva, Sibiu, Timisoara, Cluj-Napoca, Alba-Iulia and Medias. Following this transaction, the Bittnet Group has expanded its geographic coverage nationwide in the IT&C integration industry.

After signing the closing at the beginning of September 2022 and registering the mentions in the Trade Register regarding the new shareholding structure, Dendrio Solutions SRL owns 60% of Top Tech, while Bittnet Systems SA owns 40%. The total value of the transaction price is RON 12,874,306, of which RON 5,000,000 (2nd instalment) would be settled in BNET shares in a future capital increase; the cash component, worth RON 7,874,306 (1st instalment), was paid in full in September 2022. In March 2023, the parties signed an additional document to the share sale and purchase agreement, by which they agreed that the amount of RON 2,000,000.11, related to 2nd instalment, should be paid in cash by payment order, and the amount of RON 2,999,999.89 to be converted into BNET shares in the capital increase carried out in 1st quarter of 2023. The bank transfer was made in March 2023, and the allocation of BNET shares to the founder of Top Tech in April 2023.

In December 2022, Bittnet Systems announced to investors the joining of Agista Investments investment fund into the Top Tech shareholding. The transaction was carried out through the sale by the daughter company Dendrio Solutions SRL of a number of 56 shares, representing 14% of the share capital and voting rights of Top Tech, in exchange of the amount of RON 3,000,000. Following the joining of Agista as an investor in Top Tech, the Top Tech shareholding structure is as follows: Bittnet Systems owns 160 shares, representing 40% of Top Tech, and Dendrio Solutions SRL owns a number of 184 shares, representing 46% of Top Tech.

Top Tech has been consolidated in the financial statements starting from October 2022.

2Net Computer

2NET Computer SRL is a Romanian company with over 20 years of experience in providing IT&C products and services, mainly in the Brasov area and the center of the country for local and international clients present in Brasov, Harghita and Covasna counties. 2Net Computer provides products and technology solutions from the main international vendors,

proving expertise in the following fields: design and implementation of technical security systems; technology solutions & services for setting up equipment, servers, storage, networking, software, virtualization, hardware & software security; the sale of hardware components/PC/printers, copiers & multifunctional/scanners.

The total value of the transaction price is RON 5,241,931, the amount paid in full in September 2022.

2Net Computer SRL has been consolidated in the financial statements starting from October 2022.

Dataware Consulting

Dataware Consulting is one of the most important integrators of technology solutions and services regarding the implementation and configuration of IT infrastructures, data networks, storage and security solutions from the main international technology vendors. Dataware Consulting entered the Bittnet group as of June 2023 through the acquisition by the Group of a 70% stake of the shares (following the M&A transaction, Bittnet Systems owned 18.87% and Dendrio Solutions owned 51.13%). The total price of the transaction amounted to RON 19,861,795, of which the equivalent of RON 5,000,000 in BNET shares that would have been allocated to the 2 co-founders of Dataware in a future capital increase. Through an addendum to the share sale and purchase agreement, the cash payment of this instalment was agreed in June 2023.

In December 2023, the Group's Management decided to fully acquire the minority interests in Dataware Consulting from its founders, namely the percentage of 30%. The purchase price was set at EUR 3,000,000, to be paid as follows:

• partly in cash by Bittnet Systems, the equivalent in RON of EUR 1,000,000, instalment paid 2 days after signing the completion certificate in January 2024.

• partially in equivalent: respectively shares (stock) of Dendrio Solutions that will be allocated to the two founders of Dataware. They will also occupy 2 seats in the future Board of Directors constituted at the level of Dendrio Solutions and consisting of 5 members. The co-founders of Dataware thus remain in the management and development of the two IT integrators (Dataware Consulting and Dendrio Solutions) considering that the 2 companies have a similar business profile and complementary skills on various technologies. For the allocation of Dendrio shares in the account of the transaction price, Dendrio Solutions will increase its share capital and the conversion of receivables into Dendrio shares will also be done within this operation. The convertible value of the debt of the two Dataware co-founders will amount to EUR 1,000,000.

• partly in cash: EUR 1,000,000, an amount that will be paid in RON at the exchange rate from the date of the bank transfer, until 31.05.2025 at the latest.

On 03.01.2024, the certificate of completion on the transaction was signed, after obtaining the agreement on the transaction from the Competition Council, and the necessary registrations were made at the Trade Registry Office, so that the ownership percentages in Dataware Consulting are:  Dendrio Solutions – 71.13% and Bittnet Systems SA – 28.87% of the share capital and voting rights.

Dataware Consulting has been consolidated in the financial statements as of June 2023.

IT Prepared (rebranded: Optimizor)

In August 2021, the Group informed investors and the Market about the completion of negotiations and the signing of the agreement for the acquisition of a majority stake in the company IT Prepared SRL. The transaction price amounted to USD 776,290 for 50.2% of the company's share capital and was to be paid through a mix of cash and BNET shares in 3 instalments:

• The first instalment, in the amount of USD 265,200, was paid in cash, in RON equivalent, immediately after the signing of the share slae and purchase agreement, by payment order to the two founding shareholders of IT Prepared;

• According to the share purchase agreement, 2nd instalment, in the amount of USD 368,290 (amount updated following the closing of IT Prepared's financial statements on 31.12.2021), would have been paid to the founders of IT Prepared by settlement in BNET shares in an operation to increase the social capital. In March 2023, the parties agreed to sign an addendum to the share sale and purchase agreement, whereby they established that the payment of the 2nd instalment should be made in cash, by bank transfer in national currency. Following the bank transfers in March 2023, 2nd instalment is considered fully paid.

• The 3rd instalment, worth RON 1,078,768 (amount updated following the closing of IT Prepared's financial statements on 31.12.2022), was paid to the founders of IT Prepared, in cash, on 30.06.2023.

The transaction of taking over the majority stake in IT Prepared SRL was approved by the shareholders in the EGM of November 26, 2020. Taking into account that the financial and operational situation of IT Prepared SRL changed between the moment of approval granted by EGM and the moment of signing the investment agreement, the parameters of the transaction were renegotiated in favour of Bittnet, the final valuation being reduced by half (thus Bittnet took over the majority stake), and the payment was dependent on the confirmation of positive operational results in 2021 and 2022.

IT Prepared has been consolidated in the financial statements starting from September 2021.

c)       Cybersecurity Division

Currently, this division contains 3 companies (Fort S.A. - formerly Global Resolutin Experts, GRX-Advisory and ISEC Associates) that provide cyber security services to corporate, large corporate, enterprise and public sector clients from all over the country.

ISEC Associates

In August 2021, the Group informed investors about the signing of the share sale and purchase agreement for the takeover of the cyber security company – ISEC Associates SRL.

The purchase price for the purchase of 69.99% of the shares of ISEC Associates was RON 295,000, the amount which was paid in a single instalment, by bank transfer, to the funding shareholder, Alexandru Andriescu.

ISEC Associates is a company founded in 2003 specializing in comprehensive security audit, consultancy and testing services. ISEC helps companies identify, assess, secure and manage information security. By acquiring ISEC, Bittnet has developed its position in the cyber security market.

Following the joining of Bittnet Systems into the shareholding, a loan agreement was signed by the parties through which the Issuer made available to ISEC Associates the amount of RON 370,000 for working capital financing for a maximum period of 3 years and an interest rate of 9% per year. The loan was successively increased up to the amount of RON 650,000 in February-June 2022 and respectively in 2023.

ISEC capital increase – September 2023

In September 2023, ISEC Associates agreed to convert into capital the amount of RON 716,990, conversion made at the nominal value and which represented certain liquid and payable claims held by Bittnet Systems (RON 501,893, representing part of the loan granted) and by Provision Software (RON 215,097, representing receivables from the normal course of business) on ISEC Associates. Thus, the share capital of ISEC was increased up to the amount of RON 767,200, the registrations being also made with the Trade Register.

Acquisition of ISEC by Fort – October 2023

Considering the new operational organization of the group in the 4 business pillars (business units) but also taking into account the fact that a listing on the AeRO market of BVB is aimed for the Cybersecurity pillar – organized around FORT (formerly Global Resolution Experts SA), the management of the Group decided to organize all the companies that have as their object of activity the field of cyber security under the entity that is to become public, namely Fort. Thus, the group's first investment in a cybersecurity company, ISEC Associates, was transferred from the direct control of Bittnet Systems (which owned 69.99% of the capital), to Fort – which currently owns 100% of ISEC Associates.

In this respect, the assignment contract of 26.10.2023 was signed between the former associates of ISEC Associates (Bittnet Systems, Mr. Andriescu Alexandru and Provision Software) – transferor partners and Fort – transferee partner. The agreement provides for the full sale of ISEC Associates to FORT for the amount of RON 2,850,000 (the price of the transaction was established by the Decision of the Fort GMS dated 30.05.2022). On 30.10.2023, the Trade Register completed the registration of the mentions regarding the transfer of the ISEC shares, in this sense Fort SA being registered as the sole shareholder of ISEC, holding 100% of its share capital.

According to the share transfer agreement, the transferor partners agreed that in exchange for the transaction price, FORT shares will be allocated to them in a future operation to increase the share capital by converting the resulting receivables. Consequently, the transaction price did not involve the payment of any amount of money by Fort for the full purchase of ISEC.

ISEC Associates has been consolidated in the financial statements starting from September 2021.

Fort (formerly Global Resolution Experts) & GRX Advisory (GRX-A)

Fort, formerly Global Resolution Experts S.A., (tax registration number 34836770), 60% owned by Bittnet Systems, is a professional services company in the cybersecurity area, providing penetration testing, but also design, implementation and maintenance of solutions of cybersecurity. Fort fully owns GRX Advisory SRL (CUI 43813325), with similar services.

The group initially acquired, in December 2021, a 74% stake in the shares of the “parent” company – Fort, and later at the end of 2021 it attracted a number of natural and legal investors, by selling 14% of Fort's shares.

The price paid for 74% of Fort shares was RON 11,425,600, of which RON 5,150,400 paid in December 2021 and RON 6,275,200 paid between March and April 2022, after the completion of the audit for the financial results for 2021. The sale price for 14% of the shares held in Fort was RON 3,472,631, the amount received in full in December 2021 – January 2022.

The services provided by Fort are similar to those provided by ISEC: professional services in the area of cybersecurity: IT compliance audit, penetration test services for web applications and IT infrastructure, for beneficiaries from Romania and the European Union; Design, implementation and maintenance services for IT management systems and information security for compliance with ISO27001, ISO9001, ISO20000 standards; Design services of controls and IT security systems to be implemented (VPN, Antivirus/AntiX, DLP, NAC, IDS/IPS); Architectural design services, IT infrastructure technical solutions regarding the integration of financial IT systems in the Public Cloud; Architecture design services technical IT infrastructure solutions for the implementation of complex IT systems in the public sector (without participation in the implementation of the respective solutions by the beneficiaries).

Fort capital increase – November 2023

In November 2023, the share capital of FORT SA was increased by the amount of RON 8,550 from the amount of RON 90,000 to the amount of RON 98,550 by allocating a number of 85,499 shares to the transferor partners of ISEC Associates (Bittnet Systems, Mr. Alexandru Andriescu and Provision Software), in proportion to the certain liquid and payable receivables that they held from the assignment of the ISEC shares to FORT and which were certified by the accounting expertise report dated 02.11.2023. This capital increase resulted from FORT's acquisition of 100% of ISEC Associates, whereby FORT acquired full control of ISEC. In addition to the subscribed and paid social capital, this operation also generated an increase in Fort's own capital, by recording the amount of RON 2,841,414 as share premiums.

Fort private placement – December 2023

In December 2023, the Bittnet group informed the market about the successful completion of a private placement in order to increase the share capital through new cash contributions of FORT SA, an operation prior to the listing on the AeRO-SMT market and brokered by SSIF Tradeville. After analysing the subscription orders received during the placement period, the Board of Directors of FORT decided to successfully close the placement at the price of RON 50 per share. Thus, the subscriptions of 34 investors were accepted, and it was decided to increase the company's capital by the amount of RON 1,676,350, divided into RON 3,352.70 share capital and RON 1,672,997.30 share premium. Following the placement, Bittnet Systems' ownership in Fort is 58.87%.

Fort and GRX-A have been consolidated in the 31.12.2021 financial statements at balance sheet level only. As of January 2022, GRX and GRX-A have been fully consolidated in the Group's financial statements.

d)       Business applications & Software development division

Currently, this division contains 4 companies: Elian Solutions, Kepler Management Systems, Nenos Software & Nonlinear.

Elian Solutions

In 2018, the Group acquired a majority stake in the company that provides ERP solutions, Elian Solutions. Elian completed the offer of IT integration services by adding ERP solutions in the group's portfolio.

Elian Solutions is specialized in providing implementation services for Enterprise Resource Planning (ERP) solutions, Microsoft Dynamics NAV. Elian is the only partner who holds a Gold Certificate for this solution from Microsoft in Romania. The solution implemented by Elian allows companies to know the situation of stocks, receivables and debts, to be able to forecast, inter alia, cash flow, to track production, cost centres and much more.

Kepler Management Systems

In November 2023, the Group informed investors and the market about the signing of the share purchase agreement for the acquisition of Kepler Management Systems. Founded in 2007, Kepler Management is a company similar in profile and business to Elian Solutions, being one of the main Microsoft partners in Romania for the implementation and support of the Microsoft Dynamics 365 Business Central ERP (enterprise resource planning) solution. From an operational point of view, Kepler Management Systems will be integrated into the structure of Elian Solutions. The transaction price assumed a mix of cash and BNET shares as follows:

• RON 3,132,175, the amount that was paid by payment order on the date of signing the assignment contract by Elian Solutions, which thus took over 75.8% of Kepler;

• RON 1,000,000 in Bittnet Systems shares (which thus took over 24.2% of Kepler), which would have been allocated to former Kepler associates in a future capital increase. Through an addendum to the share purchase agreement, the parties agreed to the cash payment of this instalment, the payment of which was made during January 2024;

• additionally, the transfer price also includes a variable component determined by Kepler's individual EBITDA value, related to 2023, an instalment that will be paid at the end of the 1st quarter, 2024, after the closing of Kepler's individual annual financial statements.

Kepler Management has been consolidated in the financial statements as of November 2023.

Nenos Software & Nonlinear

In August 2021, the Group informed the capital market about the completion of negotiations and the signing of contracts for the acquisition of majority stakes in the software developer Nenos Software SRL and in Nonlinear SRL.

The value of the transaction for the acquisition of 60.97% of Nenos Software was RON 4,850,000, price settled in two instalments, as follows:   

• 50% of the transaction price (i.e. the amount of RON 2,425,000) was paid by bank transfer to the account of the sole associate of Nenos Software;       

• According to the share purchase agreement, 50% of the transaction value would have been settled by allocating BNET shares in a capital increase operation. In March 2023, the parties agreed to sign an addendum to the sale-purchase contract of social shares, by which they determined that the payment of this instalment should be made in cash, by bank transfer. Following the transfer, in March 2023, the transaction price was fully paid.

For the acquisition of 60% of the company Nonlinear SRL, the transaction price was RON 120 and it is equal to the nominal value of the transferred shares. Nonlinear had in 2020 a turnover of Ron 392,442 and a net profit of Ron 115,018, with 4 programmers employed.

Nenos Software is a custom software development company with a focus on Artificial Intelligence and Machine Learning (AI/ML). Nonlinear SRL is an SPV established to access European financing; the activity is one of product-based software development, focused on the development of a platform for digitalization and automation of processes within small and medium-sized companies using low code/no code and machine learning technologies.

By taking majority stakes in Nenos Software and Nonlinear, Bittnet strengthened its position in the software development division, while also entering the artificial intelligence sector.

Nenos Software and Nonlinear have been consolidated in the financial statements from September 2021.

The Group’s Management

On 29 January 2020, the General Shareholder Meeting approved the amendment of the articles of incorporation of the company in terms of its administration by a Board of Directors composed of 3 members.

Given the current size of the Group, the General Meeting of 20 April 2023 approved the extension of the Board of Directors to 5 members. The composition of the Board is according to the election results and it was completed by the two new members:

1)     Ivylon Management SRL – Executive Director, by Mihai Alexandru Constantin Logofătu. On 31.12.2023, Mihai Logofătu held 55,651,882 shares, which represents 8.77% of the share capital. Mihai Logofatu is the co-founder of Bittnet Systems.

2)      Cristian Ion Logofătu – non-executive administrator. On 31.12.2023, Cristian Logofătu held 53,592,812 shares, which represents 8.45% of the share capital. Cristian Logofatu is the co-founder of Bittnet Systems.

Mihai and Cristian Logofatu are siblings, being the co-founders of the Issuer in 2007.

3)    Anghel Lucian Claudiu – non-executive director, who holds 5,468,395 shares of the Issuer on 31.12.2023, i.e. 0.86% of the share capital. 

4)      Rudolf Paul Vizental – non-executive director, does not hold as at 31.12.2023 shares of the Issuer.

5)  Dynamic Data Drawings SRL – non-executive director, through Anca Mănițiu. Anca Mănițiu holds on 31.12.2023 a number of 763,237 shares of the Issuer, representing 0.12% of the share capital.

The operational management of Bittnet Systems is provided by: Mihai Logofătu – CEO si co-founder and Adrian Stănescu – CFO, together with Cristian Herghelegiu – VP Technology and Cristina Ratiu – CEO Education. The 4 persons are identified as key management from the IFRS perspective.

e)       New standards and amendments to existing standards issued by the IASB, but which have not yet been adopted by the EU

Currently, IFRS as adopted by the EU do not differ significantly from the regulations adopted by the International Accounting Standards Board (IASB), with the exception of the following new standards and amendments to existing standards, which were not approved for use in the EU on the publication of the consolidated financial statements (the effective dates mentioned below are for the IFRS standards issued by the IASB):

• IFRS 14 "Deferral accounts related to regulated activities" (applicable for annual periods starting on or after January 1, 2016) - The European Commission decided not to issue the approval process of this interim standard and to wait for the final standard;

• Amendments to IAS 7 "Statements of cash flows" and IFRS 7 "Financial instruments: Disclosures" - Financing agreements in the relationship with suppliers (effective date set by the IASB: 1 January 2024);

• Amendments to IAS 21 "Effects of Foreign Exchange Rate Variation" - Lack of convertibility (effective date set by the IASB: January 1, 2025)

• Amendments to IFRS 10 "Consolidated financial statements" and IAS 28 "Investments in associated entities and joint ventures" - Sale of or contribution of assets between an investor and its associated entities or joint ventures and subsequent amendments (date of entry into force of has been postponed indefinitely by the IASB, but early application is permitted

The Group anticipates that the adoption of these new standards and amendments to the existing standards will not have a significant impact on the consolidated financial statements of the Group during the initial application period.