AGB Finance P.L.C.

Annual Report and Financial Statements

For the Period from 12 June 2025 to 31 December 2025

Contents

COMPANY INFORMATION

Directors

Company secretary

Registered office

Registered number

Auditor

REPORT OF THE DIRECTORS

Directors' Report
The Directors present their report, together with the audited financial statements of the Company for the financial period ended 31 December 2025.

Principal activity
The principal activity of AGB Finance P.L.C. is to raise financial resources from the capital market to finance the capital projects of the parent company, AB Investments Limited.

Review of Business Development

During the period, the Company registered a profit before taxation amounting to €17,631 the loss for the period after taxation amounted to €5,463.

During the financial period, the Company successfully issued a €16,300,000 5.4% bond, the proceeds of which were loaned to the parent company which were in turn used to repay outstanding bank loans, to part finance various redevelopment and refurbishment works and as a general source of corporate funding.  During the financial period, interest income earned on the loan to the parent company totalled €282,836, while interest expense to the bondholders amounted to €222,432.

Overview of Group Profitability

The results for the period are presented in the statement of comprehensive income.  The directors do not recommend the payment of a dividend and propose to transfer the loss for the period to reserves.

Statement pursuant to Capital Markets Rule 5.68 issued by the Malta Financial Services Authority

We confirm that to the best of our knowledge:

The financial statements give a true and fair view of the financial position of the Company as at
31 December 2025, and of its financial performance and its cashflows for the period then ended in accordance with International Financial Reporting Standards as adopted by the EU; and

The annual report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company and the Guarantor face.

Directors

The names of the directors are listed under Company Information.

In accordance with the Company’s memorandum and articles of association, the Directors remain in office until they resign or are otherwise removed.

Going concern

As required by Capital Markets Rule 5.62 issued by the Malta Financial Services Authority, the Directors confirm that, having reviewed the Company's and the Group's operational budgets and cash flow forecasts for 2025, and as described in the notes to the financial statements 2.2, that the Group and the Company have adequate resources to continue in operation and existence for the foreseeable future.  Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

Principal risks and uncertainties faced by the Company

The Company is essentially a special purpose vehicle set up for financial transactions of AB Investments Limited.  The Company's revenue is derived from interest charges to its parent company, therefore the Company is heavily dependent on AB Investments Limited.

Post balance sheet events

There were no events after year-end which would require adjustment or disclosure in the annual financial statements of the Company.

Contracts of significance with the parent company

The Company has advanced amounts borrowed by way of bonds listed on the Malta Stock Exchange to its parent company, AB Investments Limited.  The terms of the relevant agreement are set out in the Company's financial statements.

The Company is exposed to various risks arising through the use of financial instruments including market risk, credit risk and liquidity risk, which result from both its operating activities and investing activities.  The most significant financial risks as well as an explanation of the risk management policies employed by the Company are included in the Company's financial statements.

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year end which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing these the directors are required to:

The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Company and which enable the directors to ensure that the financial statements comply with the Companies Act (Chap. 386), enacted in Malta. This responsibility includes designing, implementing and maintaining internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The financial statements of the Company for the period ended 31 December 2025 are included in the Annual Report 2025, which is published and made available on the Company's website.  The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of the website.

Auditors

The Company after carrying out a tender process overseen by the management appointed Forvis Mazars as the company's external auditors starting from the financial statements ended 31 December 2025.

The auditors, Forvis Mazars have indicated their willingness to continue in office and  a resolution for their reappointment will be proposed at the annual general meeting.

Signed on behalf of the Board of Directors by Mr. Alan Bonnici (Executive Director and Group CEO) and Mr. Sam Abela (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

By order of the Board

STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE

Pursuant to Capital Markets Rules 5.94 and 5.97 issued by the Malta Financial Services Authority (the “Rules”), AGB Finance p.l.c. (the “Company” or "Issuer") is committed to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Rules (the “Code”), and accordingly, is hereby reporting on the extent of its adoption of the principles of the Code for the financial period being reported upon.

The Company acknowledges that although the Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate governance recommended in the Code is in the best interests of the Company, its shareholders, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors but also evidences the directors’ and the Company’s commitment to maintaining a high standard of good corporate governance.

The Company acts as a finance company to AB Investments Limited (the "Guarantor" or "Parent Company") and as such has minimal operations emanating from this task. Its primary function is the lending and monitoring of the proceeds of bonds issued to the public to its Parent Company. The Company has no employees other than the directors and the company secretary.

The Company has only issued debt securities which have been admitted to trading on the Malta Stock Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8 in this corporate governance statement (the “Statement”).  Except where it is hereby noted, the Company confirms that it has complied with all applicable provisions of the Capital Markets Rules 5.94 and 5.97 for the period ended 31 December 2025, in accordance with the following:

Principle 1: The Board

The Board of Directors is responsible for the Company's affairs, in particular in giving direction to the Company and being actively involved in overseeing the systems of control and financial reporting, whilst effectively striking a balance between enterprise and control. The Board has adopted the Code (in so far as it is applicable to the Company) and all directors are aware of their responsibilities as such.

Individually and collectively, the directors possess the necessary skills and experience to contribute effectively to the Company’s decision-making processes and the implementation of its strategy and policies.  The Board is well-informed of the statutory and regulatory requirements relevant to the Company’s business.  The Board is accountable to shareholders and other stakeholders for its own performance and that of its delegates.

The executive director allows the Board to be given direct information regarding the Company’s performance and business activities.

Principle 2: Chairman and Chief Executive Officer

The role of Chairman is carried out by Dr. Sam Abela and the role of Chief Executive Officer is carried out by Mr. Alan Bonnici.  The Chairman is also a non-executive director of the Parent Company, and the CEO is an executive director thereof.

The Chairman is responsible to:

Principle 3: Composition of the Board

The Board consists of one Executive Director and three Non-Executive Directors. All the Non-Executive Directors are independent from the Company.

In assessing their independence due notice has been taken of the Capital Market Rules in particular

Furthermore, in terms of Code provision 3.4 each Non-Executive Director has moreover submitted his confirmation in writing that he undertakes:

Principle 4: The Responsibilities of the Board

The Board acknowledges its statutory mandate to conduct the administration and management of the Company.  The Board, in fulfilling this mandate and discharging its duty of stewardship of the Company, assumes responsibility for the Company's strategy and decisions with respect to the issue, servicing and redemption of its bonds in issue, and for monitoring that its operations are in conformity with its commitments towards bondholders, shareholders, and all relevant laws and regulations.  The Board is also responsible for ensuring that the Company establishes and operates effective internal control and management information systems and that it communicates effectively with the market.

Audit Committee

In accordance with Capital Markets Rules 5.117 to 5.134A, the Company established an Audit Committee.  The terms of reference of the Audit Committee have been formally set out in a separate charter.

The Committee's primary objective is to assist the Board in fulfilling the oversight responsibilities over the financial reporting processes, financial policies and internal control structure.  The Committee oversees the conduct of the external audit and acts to facilitate communication between the Board, management and the external auditors' team.  The external auditors are invited to attend the Audit Committee meetings.  The Audit Committee reports directly to the Boards.

The terms of reference of the Audit Committee include providing support to the Board and the board of directors of the Guarantor in its responsibilities in dealing with issues of risk, control and governance, and the associated assurance.  The Board has set formal terms of establishment and the terms of reference of the Audit Committee which set out its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with.

Briefly, the Committee is expected to deal with and advise the Board on the following matters on a group-wide basis:

In addition, the Audit Committee also has the role and function of evaluating any proposed transaction to be entered into by the Company or the Guarantor and a related party, to ensure that the execution of any such transaction is at arm's length, on a commercial basis and ultimately in the best interest of the Company or Guarantor as the case may be.

The Audit Committee is composed of three Non-Executive Directors. The following directors sit on the committee:

The Audit Committee pursuant to its terms of reference has been appointed to, and additionally has a remit that covers the Guarantor, apart from the Issuer.

During the financial period ended 31 December 2025 the Committee met once.

Principle 5: Board Meetings

The Board meets as required to discharge its duties effectively and discuss policy decisions and to discuss the Company’s financial performance and overall strategy together with the operations of its Parent Company.  The Chairman guarantees that all relevant issues are included in the agenda, supported by all available information, and encourages the presentation of views related to the matter at hand.

Principle 6: Information and professional development

The Board ensures that each director is informed about the Company’s continuous obligations in accordance with the Companies Act (Cap. 386) and the Rules.  The Company Secretary is responsible for advising the Board through the Chairman on all governance matters and is also responsible for ensuring that board procedures are complied with.  Furthermore, under the direction of the Chairman, the company secretary’s responsibilities include ensuring good information flows within the board and its committees and between senior management and the non-executive directors, as well as facilitating induction and assisting with professional development as required.

The Board also ensures that the directors, especially non-executive directors, have access to independent professional advice at the Company’s expense where they judge it necessary to discharge their responsibilities as directors.

Principle 9: Relations with shareholders and with the market

The Company communicates with bondholders by way of the Annual Report and Financial Statements.  The Company also communicates with bondholders via company announcements made through the Malta Stock Exchange as well as by entertaining queries and requests made by individual bondholders on an ad hoc basis.

The Board has gone further in requesting that the Guarantor's board of directors meet with financial intermediaries and institutional investors on an annual basis to update them on its performance thereby giving significant details on the prospects of the Company as a "going concern" as well as offering information that they can make their buying decisions on.

Principle 11: Conflicts of Interest

The Board always acts in the interest of the Company and its shareholders and bondholders.  In the event of any actual, potential, or perceived conflict of interest, the director must declare it immediately to the other Board members and the Audit Committee, who will determine if such a conflict exists.  The Audit Committee is responsible for ensuring that any potential conflicts of interest are resolved in the best interests of the Company.  The directors are regularly reminded of their obligations with regards to dealing in securities of the Company within the parameters of the law and subsidiary legislation and Rules.  No such instances were noted during the financial year under review.

Principle 12: Corporate Social Responsibility

The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management practices and is committed to enhance the quality of life of all stakeholders and of the employees of the Company.  In carrying on its business the Company is fully aware and at the forefront to preserving the environment, promoting healthy lifestyles and supporting charitable causes, and continuously reviews its policies aimed at achieving these goals.

Internal Control System

The Company's internal control system is designed to ensure, as much as possible, transparency, independence and segregation of duties.  The process is also designed to ensure reliable financial reporting, effective and efficient operations and compliance with applicable laws and regulations.

An essential element of effective internal control is the ongoing process of monitoring by the Audit Committee and the Board periodically updates itself on the financial affairs and operational developments of the Company’s Parent Company focusing particularly on the progress of operations, commercial activities, and related operational and commercial concerns.  Furthermore, the Audit Committee is responsible to monitor on a regular basis, the financial reporting of the Company by ensuring that the control processes implemented by the appointed finance team are complete and effective

Risk Management

The directors are responsible for the identification and evaluation of key risks applicable to their respective areas of business which is considered sufficient given the nature and scale of the Company’s operations.

The Company has an appropriate organizational structure for planning, executing, controlling and monitoring its operations in order to achieve its objectives.

The audit committee makes recommendations, as necessary, to the Board.

Dealings by Directors and Senior Officers in the Company's Bonds

Conscious of its responsibility for monitoring dealings by directors and senior officers in the Company's bonds, the Board approved a code of conduct for the transactions by directors and senior officers in compliance with the Capital Markets Rules.  The structured code of dealing which includes names of directors and senior officials who must comply with such code has been filed with the Malta Financial Services Authority.

Non-compliance with the Code

Principle 6: Succession Policy

The Code suggests that the Board should develop a succession policy for the future composition of the Board of directors and particularly the executive component thereof. Under the present circumstances, full adherence by the Issuer with the provisions of Principle 6 of the Code is not deemed necessary considering the size, nature and operations of the Issuer.  The Issuer does not feel the need to establish and implement a succession plan for senior management considering its existing organizational structure.  The Board will maintain the existing arrangement and review continuously to ensure that it meets the changing demands of the business and to strengthen the checks and balances necessary for better corporate governance.

With the exception of the above, the Company adheres to the provisions of Principle 6 of the Code.

Principle 7: Evaluation of the Board's performance

The Code suggests the appointment of a committee led by a non-executive director to evaluate the performance of the Board.  The current composition of the Board allows for a cross-section of skills and experience and achieves the appropriate balance required for it to function effectively.  Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role.

Principle 8 – Committees

Remuneration committee

The Code advises that the Board should create a policy for the remuneration of directors and senior executives, as well as formal and transparent procedures for developing the policy and setting individual remuneration packages. However, based on the size and nature of the Company’s operations, the Board does not see the need to establish a remuneration committee, given that the remuneration of the directors is required by the Company’s Memorandum and Articles of Association of the Issuer to be determined by the company in general meeting.

The remuneration paid to the Non-executive directors is a fixed amount per annum and does not comprise any variable component linked to profit sharing, share options, or pension benefits.

Nominations committee

The Code suggests that a formal and transparent procedure should be in place for the appointment of new director’s to the Board, which ensures sufficient information on the candidate’s personal and professional qualifications. However, considering the Company’s size and nature of operations, the Board believes that it is not necessary to establish a nomination committee as appointments to the Board of Directors are determined by the shareholders of the Company, with the possibility of prior nomination by the shareholders or by the directors or a committee appointed by them, in accordance with the Memorandum and Articles of Association. The Company considers that the current members of the Board provide the required level of skill, knowledge and experience expected in terms of the Code.

Principle 10: Institutional Shareholders

The Company has no institutional shareholders.

The information as provided above is a fair summary of the Company's adoption of the Code.

Signed on behalf of the Board of Directors by Mr. Alan Bonnici (Executive Director and Group CEO) and Mr. Sam Abela (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

Statement of Comprehensive Income

The notes are an integral part of these financial statements.

Statement of Financial Position

The financial statements were approved and authorized for issue by the Board of Directors and signed on its behalf on 27 April 2026 by Mr. Alan Bonnici (Executive Director and Group CEO) and Mr. Sam Abela (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

The notes are an integral part of these financial statements.

Statement of Changes in Equity

The notes are an integral part of these financial statements.

Statement of Cash Flows

The notes are an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1.         General information

AGB Finance P.L.C. (the ‘Company’) is a public limited liability company domiciled and incorporated in Malta on 12 June 2025, bearing registration number C 112318 and having its registered office address at Hacienda Office, Triq Nathalie Poutiatin Tabone, Sliema.

2.         Basis of preparation

These financial statements are prepared under the historical cost convention, as modified to include fair values where it is stated in the accounting policies below. These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the Companies Act, (Chap. 386), enacted in Malta.

The preparation of financial statements in conformity with International Financial Reporting Standards as adopted by the EU requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at balance sheet date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates  (see Note 2.3 - Critical accounting estimates and judgments)

2.1              Application of new and revised International Financial Reporting Standards (IFRSs)

Standards, interpretations and amendments to published standards as adopted by the EU in issue but not yet effective for financial periods beginning on 1 January 2025:

These improvements include:

The directors are of the opinion that these amendments will not have a material impact on the financial statements of the company.

Standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) but not yet adopted by the European Union

Management assesses the impact that the adoption of the following Financial Reporting Standards will have in the financial statements of the Company in the period of initial application:

The Directors are assessing the impact that the adoption of these Financial Reporting Standards will have on the financial statements of the Company in the period of initial application.

Standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) but not adopted by the European Union:

2.2              Going concern

The financial statements have been prepared the going concern basis. The directors consider that there are no material uncertainties which cast doubt on the ability to continue as a going concern.

2.3              Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS's as adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Except as disclosed below, in the opinion of the directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult to reach, subjective or complex to a degree which would warrant their description as significant and critical in terms of the requirements of IAS 1 (revised).

Expected credit loss allowances on loans and advances

The Directors have assessed the recoverability of loans receivable by reference to the cashflow projections of the Company including planned inflows, outflows and available financing facilities with a focus on updates made to respond to the expected impacts of past events, current conditions and forecasts of economic conditions. The Directors have also considered the financial position and performance of the other related parties within the Group.

2.4              Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in Euro which is the Company's functional and presentation currency.

3.         Summary of material accounting policies

The material accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied in the financial statements presented, unless otherwise stated.

3.1              Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets - Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual

cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified as:

Financial assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Company’s financial assets at amortised cost includes trade receivables, and loan and advances to parent.

Financial assets held at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

This category comprises listed debt instruments held in an investment portfolio that is managed on a fair value basis. The performance of these investments is evaluated and reported to key management personnel on a fair value basis. Accordingly, these financial assets are classified at fair value through profit or loss upon initial recognition in accordance with IFRS 9.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial

assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when:

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Impairment of financial assets

The Company measures loss allowances at an amount equal to lifetime expected credit losses (ECLs), except for the following, which are measured at 12-month ECLs:

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due, and it considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses.  Credit losses are measured as the present value of all cash shortfalls. ECLs are discounted at the effective interest rate of the financial asset. At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired by performing ECL assessment.

Financial liabilities

Financial liabilities are recognised initially at fair value net of any directly attributable transaction costs. The Company's financial liabilities include debt securities in issue.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest ('EIR') method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as interest expense in the statement of profit or loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Other payables

Other payables are classified with current liabilities and are stated at their nominal value unless the effect of discounting is material, in which case trade payables are measured at amortised cost using the effective interest method.

3.2              Fair value measurement

The Company measures financial instrument such as financial assets at FVTPL, at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

3.3              Share capital

Ordinary shares issued by the Company are classified as equity instruments.

3.4              Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at face value. For the purposes of the cash flow statement, cash and cash equivalents comprise restricted cash held by trustee and cash held in the investment portfolio.

3.5              Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. Related party accounts are carried at amortised cost, net of any impairment charge.

3.6              Interest income and expense

Interest income and expense are recognised in profit or loss for all interest-bearing financial instruments using the EIR. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering all contractual terms of the financial instrument but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Accordingly, interest expense includes the effect of amortising any difference between net proceeds and redemption value in respect of the Company’s interest-bearing borrowings.

3.7              Taxation

The tax expense for the period comprises current income tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred tax is recognised, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. 

Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

4.         Administrative expenses

Audit fees

Fees charged by the auditor for services rendered during the period ended 31 December 2025 is included in administrative expenses and in bond issue costs in Note 11 to these financial statements amounted to the following:

5.         Taxation

The tax rate applicable to the Company is that of 35% on the profit.

The tax on the Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:

6.         Deferred tax liability

Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35%.

7.         Financial assets held at FVTPL

The financial assets designated at fair value through profit or loss comprise short-term government treasury bills issued by European sovereigns, including Belgium and France, with maturities of less than one year at the reporting date.

These instruments are held as part of a managed investment portfolio that is actively managed by an independent third-party fund manager under a discretionary mandate. The portfolio is managed and its performance evaluated on a fair value basis, with investment decisions made based on market value movements rather than contractual cash flows.

8.         Loans and other receivables

The Company advanced funds to its parent company, AB Investments Limited, a company incorporated with limited liability in Malta, bearing registration number C 70554 and having its registered office address at Hacienda Office, Triq Nathalie Poutiatin Tabone, Sliema. As noted in the prospectus dated 29 August 2025, the parent company is utilising these proceeds in each of the following:

(i) Re-financing of relevant bank loans; (ii) development and/or finishing costs of the Corks Hotel owned by the parent company; (iii) Finishing costs of the Gzira Hotel owned by the parent company and (iv) other general corporate funding.

The loan is subject to a fixed annual interest rate of 6.4% on the total amounted granted of € 15,975,000 irrespective of whether and when drawdowns take place. The interest is payable on the 25 September of each year and is recognised as interest income in the Statement of Comprehensive income. The loan is repayable by 25 September 2035.

Advances to parent company is subject to the same rate of interest of 6.4% on the total amounted granted of € 250,000. The interest is payable on the 25 June of each year and is recognised as interest income in the Statement of Comprehensive income. The loan is repayable by 25 June 2035.

Interest income earned during the period amounts to €282,836.

9.         Cash and cash equivalents

10.      Issued capital

Authorised and issued share capital comprises 250,000 ordinary shares of €1 each, divided into 249,999 Class A and 1 Class B shares, which rank pari passu in all respects save that Class A shares carry one vote per share and Class B shares carry no voting rights. The issued share capital is 100% called up.

11.      Debt securities in issue

By virtue of a prospectus dated  29 August 2025 (the “Final Terms”), the Company issued an aggregate amount of €16,300,000 of secured bonds with a face value of €100 each. These bonds are offered for subscription under Tranche 1 and further tranches are expected to be issued. The bonds have a coupon interest of 5.4% which is payable 10 October of each year between and including each of the years 2026 and 2035, with the first interest payment date being 10 October 2026. The bonds are redeemable at par and are due for redemption on 10 October 2035. The proceeds from the bonds were transferred and receivable from the parent company as disclosed in Note 8 to these financial statements. Interest expense for the period amounts to €222,432.

The bonds are measured at the amount of the net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of such bonds, using the effective interest rate as follows:

12.      Other payables and accruals

13.      Related parties

Related party transactions are entered into on a commercial basis with entities which are related by way of common shareholders who are able to exercise significant influence over the Company's operations.

The immediate and ultimate parent company of AGB Finance P.L.C. is AB Investments Limited as noted in Note 8 to these financial statements. Consolidated financial statements are prepared by AB Investments Limited and are available for public use on the company's website.  AB Investments Limited is a single-member entity, entirely owned and controlled by the Group’s ultimate beneficial owner, Mr. Alan Bonnici.

Details of transactions between the Company and its other related parties are disclosed below. 

As of 31 December 2025, the Company had outstanding balances with related parties. The amounts are disclosed in Note 8 to these financial statements. The terms and conditions in respect of these balances are disclosed in the respective note.

14.      Financial risk management

Overview

This note presents information about the Company's exposure to risks and the way risks arise, the Company's objectives and policies and processes for measuring and managing risk.

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

14.1           Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises primarily from the loan advanced to the parent company and accrued interest charges thereon and cash and cash equivalents. The carrying amount of the financial assets, as disclosed in notes 8 and 9 to these financial statements represents the maximum credit exposure.

The Board retains direct responsibility for affecting and monitoring the investments made by the Company.  In view of the significant concentration of risk on its exposure to the loan with its parent entity, comprising 44% of total assets, the Board monitors, on an on-going basis, the financial affairs of its parent and takes into account factors such as financial position, performance and cash flows. The Company takes cognisance of the related party relationship with these entities and management do not expect any losses from non-performance or default. Accordingly, credit risk with respect to these receivables is expected to be limited. AB Investments Limited is also the guarantor of the Company's bonds.

Financial assets

As disclosed above, the Company's main exposures are a loan to the Company's parent, representing the advance of the bonds raised by the Company.

i. Loan granted to parent company

The loan is unsecured and repayable by not later than 25 September 2035. The guarantor of the debt securities in issue is AB Investments Limited. On a regular basis, the Company's management monitor intra-group credit exposures on a regular basis and ensure timely performance of these assets in the context of its overall liquidity management.

On 31 December 2025, management has completed an analysis which considers both historical and forward-looking qualitative and quantitative information, to determine if the loan receivable and the relevant interest receivable have low credit risk. In this analysis, management also considers factors that would demonstrate whether credit risk on the loan receivable has increased significantly since initial recognition.

Management has furthermore prepared cash flow forecasts for the coming 10-year period and it expects that the parent company to whom the Company granted the loan will have sufficient cash throughout that period to meet all of its working capital and other obligations, including repayment of the interest on the loan receivable. Management does not expect there to be adverse changes in economic and business conditions over the same period which would reduce the ability of these related parties to repay the loan receivable.

Consequently, management has determined that there are no indications that credit risk over the life of the loans receivable has increased significantly since initial recognition or is expected to increase significantly in the next 12 months. Thus, loans receivable have low credit risk and the loan receivable falls within 'stage 1' of IFRS 9's impairment model and 12-month expected credit losses can be calculated.

Since the Company is not credit-rated, management has decided to use the probability of default ('PD') for lowest rating for an investment grade loan to assess whether a material impairment provision is required for the loan receivable and other related party transactions. Management used the 12-month PDs and also considered that even though the turbulences of the current macro-economy might impact the industry in which the parent company operates, the parent company has a sound financial position including excess cash and therefore the historical rates are broadly reflective of their future expectations of default rates. Forward-looking information are also taken into consideration by management in their analysis including forecasted economic conditions (such as GDP and inflation). Central Bank of Malta forecasts are captured in this analysis.

Assuming a loss given default ('LGD') of 100% (that is, there are no collateral or other credit enhancement supporting the loan), applying this to the loans would result to an immaterial amount.

ii. Financial assets held at FVTPL

The Company is exposed to credit risk arising from its financial assets measured at fair value through profit or loss. The carrying amount of these assets represents the maximum exposure to credit risk at the reporting date. These assets are primarily held with short-term government treasury bills issued by European sovereigns. These investments are held within a managed portfolio overseen by an independent third-party fund manager under a discretionary mandate.

Given the nature of the counterparties, being established European sovereign governments, and the short-term maturity profile of the instruments, management considers the associated credit risk to be low. In addition, the impact of credit risk is reflected in the fair value measurement of these instruments. Accordingly, no separate expected credit loss allowance is recognised.

The Company’s exposure is concentrated in European sovereign issuers; however, this concentration is not considered to give rise to significant credit risk due to the strong credit profiles of the underlying counterparties.

iii. Cash and cash equivalents

The Company's cash is placed with reputable financial institutions, such that management does not expect any institution to fail to meet repayments of amounts held in the name of the Company. In fact, the majority of the cash is held with a bank though no publicly available credit rating is available, Malta is affirmed to having a A-/A-2 overall credit rating. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was insignificant.

14.2           Liquidity risk

The Company is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally debt securities in issue and other payables and accruals disclosed in notes 11 and 12. Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meeting the Company's obligations.

The Company forms part of AB Investments Group. The Company has advanced amounts borrowed by way of bonds to its parent company. This implies that the Company will receive settlement of interest receivable from the parent company in order to be able to meet its interest payable as they fall due.

The following table analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the tables below are the contractual undiscounted cash flows.

14.3           Market risk

Market risk is the risk that changes in market prices, such as interest rates, will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

14.4           Interest rate risk

In view of the nature of its activities, the Company's transactions mainly consist of earning interest income on the loan affected from the proceeds of the secured bonds issue and servicing its borrowings. The Company's principal interest-bearing financial instruments, which consist of a loan to a group undertaking and secured bonds issued to financial institutions and the general public, are subject to fixed interest rates. The Company's operating income and cash flows are substantially independent of changes in market interest rates and on this basis, the directors consider the potential impact on profit or loss of a defined interest rate shift that is reasonably possible at the end of the reporting period to be insignificant.

The Company has secured a spread between the return on its investments and its cost of borrowings and these instruments have similar terms and maturity profiles as disclosed in Notes 8 and 11 to these financial statements.

14.5           Capital risk management

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure consists of items presented within equity in the statement of financial positions.

The Company's directors manage the Company's capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the Company balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.

14.6           Fair values of financial instruments

At 31 December 2025, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturities of these assets and liabilities.

The fair values of non-current financial assets and non-current financial liabilities that are not measured at fair value are not materially different from their carrying amounts.  The fair value information  of the Company's non current receivables and borrowings are as disclosed below:

Interest rates of the loans receivable are deemed observable and accordingly these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 13: Fair Value Measurement. The fair value has been determined by using the discounted cash flow method using a discount rate that reflects the interest rate as at the end of the reporting period. The fair value estimate of the debt securities in issue is deemed Level 1 as it constitutes a quoted price in an active market.

15.      Subsequent events

There were no events after period-end which would require adjustment or disclosure in the annual financial statements of the Company.

Independent auditor’s report

To the Shareholders of AGB Finance P.L.C.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of AGB Finance P.L.C. (the Company), which comprise the statement of financial position as at 31 December 2025 and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and of its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards as adopted by the EU (EU IFRSs) and have been prepared in accordance with the requirements of the Companies Act (Cap. 386).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Recoverability of loan receivable from shareholder

Loan receivable from shareholder pertain to amounts advanced to parent company, AB Investments Limited, amounting to €7,505,795 as at 31 December 2025. Due to the significance of the balances of loan receivable from the parent company, and the dependency of the Company on the performance and recoverability of such loan receivable to meet its ongoing obligations, we have considered the recoverability of loan receivable as a key audit matter.

How the scope of our audit responded to the risk

We have examined and agreed the balances and terms of the loan to the supporting loan agreements. We have also agreed the outstanding balances as at period-end with the parent company. The recoverability of the loan was ascertained by assessing the financial soundness of AB Investments Limited who is also the guarantor of the bonds issued by the company. To ascertain the recoverability of the loan, we referred to the latest available financial information of AB Investments Limited including cash flow projections and forecasts.

Other Information

The directors are responsible for the other information. The other information comprises the directors’ report. Our opinion on the financial statements does not cover this information, including the directors' report.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work we have performed, in our opinion:

In addition, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the directors’ report. We have nothing to report in this regard.

Responsibilities of the Directors

The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with EU IFRS’s, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the annual financial report of AGB Finance P.L.C. for the period ended 31 December 2025, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the annual financial report and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the annual financial report and the relevant electronic tagging therein comply in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the annual financial report for the period ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

Report on the statement of compliance with the Principles of Good Corporate Governance

The Listing Rules issued by the Malta Listing Authority require the directors to prepare and include in their annual report a Corporate Governance Statement providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.

The Listing Rules also require the auditor to include a report on the Corporate Governance Statement prepared by the directors. We read the Corporate Governance Statement and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the annual report.

Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the annual report.

We are not required to, and we do not, consider whether the board's statements on internal control included in the Corporate Governance Statement cover all risks and controls, or form an opinion on the effectiveness of the company's corporate governance procedures or its risk and control procedures.

In our opinion, the Corporate Governance Statement has been properly prepared in accordance with the requirements of the Listing Rules issued by the Malta Listing Authority.

Adequacy of explanations received and accounting records

Under the Maltese Companies Act (Cap. 386) we are required to report to you if, in our opinion:

We have nothing to report to you in respect of these responsibilities.

Use of audit report

This report is made solely to the company’s members as a body in accordance with the requirements of the Companies Act CAP386 of the laws of Malta. Our audit work has been undertaken so that we might state to the company’s members those matters that we are required to state to them in an auditor’s report and for no other purpose. To the full extent permitted by law, we do not assume responsibility to anyone other than the company’s members as a body for our audit work, for this report or for the opinions we have formed.

Appointment

We were appointed by the shareholders as auditors of AGB Finance P.L.C. on 31 July 2025, as for the period ended 31 December 2025. The total period of uninterrupted engagement is 1 year.

Consistency with the additional report to those charged with Governance

Our opinion on our audit of the financial statements is consistent with the additional report to the audit committee required to be issued by the Audit Regulation (as referred to in the Act);

Non-audit services

We have not provided any of the prohibited services as set out in the accountancy profession act.

This copy of the audit report has been signed by

Ernestino Riolo (Partner) for and on behalf of

Forvis Mazars

Certified Public Accountants

Birkikara,

Malta

27 April 2026