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ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT
FISCAL YEAR 2024
(Pursuant to article 4 of Law 3556/2007)
*This is a translation from the original
version in Greek language. In case of a
discrepancy, the Greek original will prevail.

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CONTENTS OF THE ANNUAL FINANCIAL REPORT
STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS ......................................................................... 5
MANAGEMENT REPORT ......................................................................................................................... 6
CORPORATE GOVERNANCE STATEMENT ............................................................................................... 26
INDEPENDENT AUDITOR’S REPORT ....................................................................................................... 59
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR PERIOD 01/01/2024 –
31/12/2024 .......................................................................................................................................... 69
STATEMENT OF FINANCIAL POSITION ON 31/12/2024 ........................................................................... 70
STATEMENT OF CASH FLOW 01/01/2023 – 31/12/2024 ......................................................................... 71
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2024 .............................................................. 72
NOTES TO THE ANNUAL FINANCIAL STATEMENTS ................................................................................. 73
1. ESTABLISHMENT, ORGANISATION AND OPERATION OF THE COMPANY ...................................... 75
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND MAIN ACCOUNTING PRINCIPLES . 76
2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS .......................................................... 76
2.2 GOING CONCERN BASIS ............................................................................................................. 76
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS ........................................ 77
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND CRISIS OF ADMINISTRATION ...................................... 80
2.5. BASIC ACCOUNTING POLICIES ........................................................................................................ 81
2.6 CHANGE IN ACCOUNTING POLICY ................................................................................................... 88
3. FINANCIAL RISK MANAGEMENT ................................................................................................ 92
4. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD ................................................... 94
5. PAYROLL COST .......................................................................................................................... 96
6. DEPRECIATION .......................................................................................................................... 96
7. THIRD PARTY BENEFITS ............................................................................................................. 96
8. THIRD PARTY FEES ..................................................................................................................... 97
9. OTHER EXPENSES ...................................................................................................................... 97
10. TAXES- DUTIES .......................................................................................................................... 97
11. FINANCIAL INCOME AND FINANCIAL EXPENSES .......................................................................... 97
12. TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS ............................................. 98
12.1 TANGIBLE ASSETS .................................................................................................................. 98
12.2 RIGHT OF USE ASSET .............................................................................................................. 98
12.3 INTANGIBLE ASSETS ............................................................................................................... 98
13. OTHER RECEIVABLES ................................................................................................................. 98
14. CASH AND CASH EQUIVALENTS ................................................................................................. 98
15. SHARE CAPITAL ......................................................................................................................... 99
16. LEGAL RESERVE AND OTHER RESERVES ...................................................................................... 99
17. LEASING .................................................................................................................................... 99
18. TRADE AND OTHER PAYABLES ................................................................................................. 100
19. ACCRUED AND OTHER LIABILITIES ........................................................................................... 100
20. TRANSACTIONS WITH RELATED PARTIES .................................................................................. 100
21. INCOME TAX ........................................................................................................................... 101
22. EARNINGS PER SHARE ............................................................................................................. 102
23. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS ...................................... 102
24. FEES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND OTHER ASSURANCE SERVICES ........ 102
25. PROPOSAL OF PROFIT DISTRIBUTION ....................................................................................... 102
26. SUBSEQUENT EVENTS ............................................................................................................. 103
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STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
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STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
(According to article 4 (par. 2) of Law 3556/2007)
The members of the Board of Directors of the Societe Anonyme with the name ADMIE Holdings Societe Anonyme and the
distinctive title ADMIE Holding S.A. (hereinafter referred to as the Company), headquartered in Athens, Dyrrachioy Street,
No 89, whose term of office expires on 19/12/2026:
1. Karampelas Ioannis, Chairman and Chief Executive Officer of the Board of Directors
2. Achtipy Niki, Vice Chairman of the Board of Directors
3. Angelopoulos Konstantinos, Member of the Board of Directors
4. Mikas Vasilios, Member of the Board of Directors
5. Drivas Konstantinos, Member of the Board of Directors
6. Xydis Charalampos, Member of the Board of Directors
in our above capacity, we hereby declare that, to the best of our knowledge:
a. The annual financial statements of the Company for the period 01/01/2024-31/12/2024, which were prepared in
accordance with the International Financial Reporting Standards, accurately reflect the assets and liabilities, equity and
results of the Company, in accordance with the provisions of article 4 of Law 3556/2007 and
b. The annual management report of the Board of Directors truly reflects the business developments, the performance and
the position of the Company, including the key risks and uncertainties and the information required pursuant to
paragraph 2 of article 4 of Law 3556/2007.
Athens, 28/04/2025
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
VICE CHAIRMAN
NON-EXECUTIVE
MEMBER
INDEPENDENT NON-EXECUTIVE
MEMBER
I. KARAMPELAS
Ν. ACHTIPY
K. ANGELOPOULOS
ID No ΑΕ491340
ID No ΑΖ215089
ID No ΑΗ590846
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Management report
(paragraph 11 of article 1,articles 19 and 29d of Directive 2013/34/EU)
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MANAGEMENT REPORT
OF ADMIE HOLDING SA
of the annual financial statements
for the period 01/01/2024 – 31/12/2024
to the annual General Meeting of Shareholders
Dear Shareholders,
The present Annual Management Report, has been prepared in accordance with the applicable Law and the Articles of
Incorporation of the company “SOCIETE ANONYME ADMIE Holding” with the distinctive title of “ADMIE Holding SA”
(hereinafter referred as Company) and contains in a concise but meaningful, substantive and comprehensive manner all
relevant information required by Law, in order to provide substantial and detailed information about the activity during
the eighth fiscal year ended at December 31, 2024.
This Report was prepared pursuant to Article 4 of Law 3556/2007 , pursuant to article 150 of Law 4548/2018 and
accompanies the annual financial statements of this reporting period.
The Report outlines the major events that took place during the fiscal year of 2024 and their impact on the financial
statements, the key risks and uncertainties that the Company faces, as well as qualitative information and estimates on
the business developments. There is also a disclosure of the material transactions between the Company and its related
parties.
1. Analysis of the development & financial performance of the Company
1.1 Brief description of Corporate Structure
ADMIE Holding SA is a listed company on the Athens Stock Exchange since 6/19/2017. The investment portfolio includes
the company "Independent Electricity Manager", (hereinafter "IPTO S.A.") and its subsidiaries, hereinafter "IPTO Group".
Specifically, in the context of the implementation of the complete ownership separation of the "Independent Electricity
Manager", from "PPC SA" (hereinafter "PPC"), based on Law 4389/2016 (Government Gazette A' 94/27.05.2016), as
amended and in force, PPC with the extraordinary General Meeting of 17/01/2017 decided: a ) the establishment of the
Company, b) the contribution of shares of IPTO S.A. to the Company, owned by PPC and representing 51% of the share
capital of IPTO S.A., and c) the reduction of PPC's share capital with the in-kind return to PPC shareholders of all (100%)
of the shares the company's. The above transfer of shares of IPTO S.A. from PPC to the Company, took place on
03/31/2017 (Note 15). Therefore, the Company becomes a shareholder of 51% of IPTO S.A. and the participation is
accounted for using the equity method as a Joint Venture within the meaning of IFRS 11 - "Joint arrangements" (Note
2.4). Also, according to IAS 24, the Company and IPTO S.A. are "Associated Companies", while at the same time in the
sense of IAS 28 IPTO S.A. is defined as "Related Enterprise" as it is an economic entity over which the Company, as an
investor, exercises significant influence.
The financial statements of the non-listed jointly controlled company IPTO S.A. are published on the company’s website
www.admie.gr.
The financial statements of the Company are published at the Company’s website: www.admieholding.gr.
1.2 Purpose, values, business model and strategic objectives 2025
The statutory purpose of the Company is to promote the work of IPTO S.A., through its participation in the appointment
of its key administrative officers, the cooperation with the Strategic Investor (i.e. the company State Grid Europe Limited
– SGEL), as well as the communication of the activity of IPTO S.A. to shareholders and the wider investing public.
In the above context, the business mission of the Company, as a portfolio management company, includes among others:
• the exercise of the rights deriving from the above participation and the participation in other companies,
exerting a significant influence on their activities,
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• the development and exercise of any other investment activity in the country or abroad
• any other action, action or activity related to or promoting the above purpose.
The Company stands out for the quality of its services, uses scientific information in the exercise of its activities and
always acts in the interest of its shareholders, employees and other interested parties (stakeholders), within the
framework set by Corporate Social Responsibility and the tripartite Environment-Society-good Corporate Governance
(ESG).
The behaviour of all of us is based on a strong framework of values, such as integrity, transparency, equality, impartiality
and cooperation, which are also the foundation of the Company's Code of Conduct and Ethics. of the Company.
The framework of the Company's strategic objectives for the period 2025-2026 includes:
1. The safeguarding of the Company's Assets, their optimal performance and development and the maximization
of value for its shareholders
2. The strengthening of the Company's investment relations and the parallel expansion of the share book by
attracting long-term investment funds
3. The operational upgrade and efficiency by modernizing the corresponding procedures and improving the
security of the relevant infrastructure of the Company
4. The improvement of the services provided by the Company, through the upgrade of knowledge, abilities and
skills of its employees.
2. Description of the Company's performance, tangible and intangible assets and right to use assets
2.1 Economic review of year 2024
Net gain of the Company amounted to 75.076 thousand Euro (2023 (restated): 61.665 thousand Euro). The amount
include participation in investments 75.702 thousand Euro (2023 (restated): 62.340 thousand Euro) arising from the 51%
participation in IPTO S.A.
The operating expenses of the Company amounted to 1.114 thousand Euro (2023: 870 thousand Euro).
The gain after tax per share of the Company amounted to 0,324 Euro in 2024 (2023 (restated): 0,266 Euro).
On 31/12/2024, cash and cash equivalents of the Company amounted to 21.050 thousand Euro (2023: 5.418 thousand
Euro). Equity amounted to 767.609 thousand Euro (2023 (restated): 705.170 thousand Euro).
The Board of Director’s members gross remuneration including employer’s contributions during the period 01/01/2024-
31/12/2024 amounted to 412 thousand Euro (2023: 256 thousand Euro), and relate to fixed remuneration of the
Members of the Board of Directors and the Chairmen of the Committees, as well as to fees for appearances at the
meetings of the Company's Board of Directors and the Committees, in accordance with the Remuneration Policy as
approved by the Ordinary General Meeting of Shareholders of July 3, 2024.
No loans have been granted to members of the Board of Directors. or other senior management of the Company or to
their immediate relatives.
All the transactions described above have been carried out under normal market terms.
2.2 Activities, international presence and awards
A. During the year, the Company participated in international roadshows with the aim of communicating the work of
IPTO S.A. to institutional investors and investment analysts abroad. More specifically, ADMIE Holding S.A. participated in:
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• at the “Spring European Mid Cap Event”, in Paris, in June 2024,
• at the “Spring Mid Cap Event”, in Frankfurt, in October 2024,
• at the “Greek Investment Conference”, in London, in December 2024,
• at the “Mid Cap Event”, in Geneva, in December 2024.
B. The Company received from the magazine “MONEY” the second business award in the category of “Best Public Benefit
Company”, for 2024.
C. ICAP CRIF included the Company in the unique business publication "Business Leaders in Greece", which highlights the
largest Companies and Groups in Greece, with the highest EBITDA profits in a two-year comparison. Specifically, the
Company was included in the list of the 500 largest companies, having a significant increase in EBITDA by 102%, based
on the published balance sheets for the years 2022-2023.
D. The Company, throughout the year, was in regular communication with the investment community, but also with every
interested party, carrying out a constructive dialogue with every available communication channel, such as during the
Annual Ordinary General Meeting of Shareholders, through teleconferences held on the occasion of the half-yearly and
annual financial results, but also before important corporate events.
Also, at regular intervals, meetings were held with analysts and bank executives, with the aim of providing sufficient
information regarding the evolution, efficiency and long-term planning of the Company and the IPTO Group.
Stock Details
The closing price of the Company's share on 31/12/2024 was 2,575 Euro, i.e. 16% higher than the closing price on
31/12/2023. The highest price of the share price for the year was 2,63 Euro (23/12/2024) and the lowest of the year at
2,02 Euro (05/08/2024). The average share price weighted by the daily volume of transactions (Volume Weighted Average
Price) was 2,30 Euro which corresponds to a capitalization of 534,1 million Euro. The Company's capitalization on
31/12/2024 amounted to 597,4 million Euro. On average, 277.973 shares were traded daily, which corresponds to 0,12%
of the total number of the Company's shares and 0,25% of the number of shares that are considered wider dispersion
(free-float). The average daily transaction value was 633.566 Euro.
During 2024, 68.937.230 shares were traded, which corresponds to 28,7% of the total number of the Company's shares
and 60,79% of the number of shares that are considered free-float.
2.3 Tangible and intangible assets
The Company has intangible assets fully depreciated, which concern software programs and tangible assets of a non-
depreciable value of Euro 10 thousand (2023: Euro 6 thousand).
2.4 Right of use asset
Also presented as assets are the rights to use assets, as they arise from the lease of the Company's offices from IPTO S.A.
and the lease of a car upon the application of IFRS 16 amount to 44 thousand Euro (2023: 56 thousand Euro)
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3. Financial Ratios (FRI) and additional explanations
Below are presented the key financial ratios:
2024
2023*
74.610
61.487
2024
2023*
Current Assets
88
38
Current Liabilities
2024
2023*
Current Assets - Inventories
88
38
Current Liabilities
2024
2023
Cash and cash equivalents
85
35
Total current liabilities
2024
2023*
Net income
9,78%
8,74%
Total equity
2024
2023*
Net income
9,78%
8,74%
Total assets
2024
2023*
Earnings before interest and tax
9,72%
8,72%
Total assets- Current liabilities
*The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
The current ratio and acid test ratio shows the overall liquidity of the Company and its ability to cover short-term
liabilities.
The cash liquidity ratio shows the Company's ability to cover its short-term liabilities using its cash reserves.
4. Major risks
The Company's operations are affected by the following risks:
4.1 Risks associated with IPTO’s business activity
It concerns risks deriving from the general business activity of the IPTO Group, as mentioned in paragraph 4.3 hereof.
Impairment of the value as an element of the Asset, as well as possible restrictions on the collection of the dividend or
possible failure to pay a dividend or payment of a reduced dividend by IPTO S.A., may lead to an inability to cover the
operating and other expenses of the Company. The Company manages the potential risk by appointing three (3) members
from the total of nine (9) members to the Board of Directors of IPTO S.A., which concern the positions of the Chairman
and CEO, the Vice - Chairman and of a non-executive member of. In addition, it implements a Risk Management System,
which includes: the Regulation of the Risk Management Unit, the Risk Management Policy and Procedure and the
Preparation of the Risk Register, for the timely recognition, evaluation, and determination of the acceptable level of risk
taking, as well as management response on the risks.
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4.2 Liquidity Risk
Liquidity risk is linked to the need for sufficient funding for the operation and development of the Company. The Company
manages the liquidity risk, practicing optimal management of its cash reserves and expenses, through the monitoring and
planning of its cash flows and acts appropriately by ensuring as far as possible sufficient credit limits and cash reserves.
It is a permanent policy to maintain capital adequacy in order to ensure its future operation and development. The
Company's liquidity risk is considered insignificant as the Company maintains sufficient cash reserves in order to cover
its current liabilities.
4.3 Risks associated with the business activity of IPTO S.A.
The main risks associated with the business activity of IPTO S.A. are analyzed in section 5 of the Annual Financial Report
2024 of IPTO S.A. Indicatively and according to the Management of the IPTO Group, risks related to stocks, changes in
the regulatory / regulatory framework, liquidity and cash flows, as well as risks with the need for sufficient funding for
the operation and development of IPTO Group, as well as:
4.3.1. Geopolitical and Macroeconomic environment
Current economic conditions are stable. Following the high inflation of recent years, conditions in Greece are normalizing.
However, several uncertainties, due to global developments, may affect future prospects.
2024 was another challenging year for entrepreneurship due to geopolitical turmoil and economic challenges. The
ongoing conflicts in the Middle East, the Russia-Ukraine war and instability in maritime trade routes maintained pressures
on supply chains, while the high cost of money and inflationary pressures shaped a difficult international environment.
Developments in the international economic and geopolitical environment, particularly in the United States, directly
affect trade flows and business strategies, creating both opportunities and challenges.
The increase in geopolitical unrest is causing increasing concern for markets and the economy. The energy crisis led to a
significant increase in energy prices, an increase in food prices, as well as an adjustment of monetary policy in a more
restrictive direction, which led to a slower growth rate in 2024. According to the forecasts of the Greek Fiscal Council, the
growth rate of the Greek economy for 2024 was expected to be 2.6%, while ultimately the growth of the Greek economy
for 2024 closed close to 2.3%. However, the effective use of the resources of the long-term EU budget 2021-2027 and
the European recovery instrument NextGenerationEU can mitigate the negative effects of the energy crisis and the
tightening of monetary policy on the Greek economy, leading in the medium term to growth rates close to 2.3% in 2025.
4.3.2. Risks associated with climate change
Climate change is now considered one of the most important global issues with an indirect effect on the Company's
activities, as it directly affects the activities of IPTO S.A., but also on the natural environment and society itself. Dealing
with it is one of the most important global challenges today.
For this reason, IPTO S.A. has included in its strategy the new data that have arisen due to climate change in order to
adapt to the new environment. Based on current data and upcoming changes, it identifies the risks associated with
climate change, but also the related opportunities, setting measurable indicators whose results are presented on an
annual basis in the Sustainable Development Report published by IPTO S.A., which is published on the web address of
IPTO S.A. https://www.admie.gr/.
5. Significant projects regarding IPTO Group
IPTO S.A., through its investment program of Euro 6 billion until 2030, is creating modern, resilient and green electrical
infrastructure that supports the country's energy transition and enhances the secure electricity supply of consumers in
mainland and island Greece.
The following are the most important projects of the IPTO S.A. Group, which were completed within 2024 or are in
progress, the course of which is as follows:
5.1 Crete - Attica electrical interconnection
After laying all the submarine electrical (500kV) and optical cables of the Crete - Attica interconnection, "ARIADNI
INTERCONNECTION M.A.E.E.S.", the terrestrial cable section of the interconnection was also completed, in Attica and
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Crete, while the test electrification of the entire 500kV cable system was successfully completed. After laying all the
submarine electrical and optical cables of the Crete - Attica interconnection, "ARIADNI INTERCONNECTION M.A.E.S." is
also progressing at an intensive pace on the terrestrial section of the interconnection, with the relevant design -
construction works by the contractors being in the final stretch.
Regarding the converter stations, the installation of all the equipment has been completed and the preliminary tests (pre-
commissioning) and the sub-system testing are close to completion. At the same time, the construction and test
electrification of the 150kV busbar of the new GIS substation in Damasta, Crete has been completed.
Regarding the Elektrodi stations, the construction of the buildings has been completed. In Stachtorroi, the installation of
the E/M equipment has been completed and the pre-commissioning of the equipment is underway. In Korakia, the
installation of the equipment is underway and very close to completion.
According to the decision of the Ministry of Development and Investments (A.P.: EYD PEKA and POLPRO 6673/21.6.2023)
the interconnection of Crete with the ESMIE Phase II will be financed with an amount of up to Euro 313,2 million. from
the NSRF Operational Program "Transport Infrastructure, Environment and Sustainable Development 2014-2020" for the
works of the 1st stage of the project (until 31/12/2023), thus raising significant resources and reducing, to a very large
extent, the cost of the project of major importance for the Greek consumer. The 2nd stage of the project was included in
the NSRF Operational Program 2021 - 2027 "Environment and Climate Change" according to the decision of the Ministry
of National Economy and Finance (A.P.: 103448/17.07.2024) and will be financed with an amount of up to Euro 222,3
million.
5.2 Cyclades electrical interconnection
The fourth and last phase of the electrical interconnection of the Cyclades concerns the interconnection of Santorini,
Folegandros, Milos and Serifos.
The first part of the interconnection (Santorini-Naxos) is under construction with completion expected within the first
half of 2025. In the summer of 2022, the laying of the high-voltage cable between the two islands was completed, while
work is progressing on the construction of the High Voltage Substation on Santorini, which is being interconnected.
In November 2022, the tender process was completed and in February 2023, the contracts for the cable sections were
signed for the remaining three islands of the southwestern Cyclades (Folegandros, Milos, Serifos), which will integrate
the entire island complex into the High Voltage System by the end of the first half of 2026.
In September 2023, the contracts were also signed for the High Voltage Substations to be constructed in Folegandros,
Milos and Serifos, putting the entire project into the construction phase. In February 2024, the laying of the high-voltage
submarine cable of the Lavrio-Serifos Serifos interconnection was completed, while in May 2024, the laying of the Serifos-
Milos interconnection was also completed. The protection of both submarine interconnections was completed in July
2024.
In February 2025, the laying of the high-voltage submarine cables of the Milos-Folegandros and Folegandros-Thira
interconnections was completed. The protection of both submarine interconnections will be completed by April 2025.
The completion of the Cyclades interconnection will enable the development of RES units with a total capacity of 332
MW on the islands, achieving a more stable, green and economical energy mix for the island complex.
The project is co-financed by the Recovery and Resilience Fund "Greece 2.0" with funding from the European Union Next
Generation EU and was characterized by the Government Gazette of 494 4/8/2022 as a project of general importance
for the country's economy.
5.3 Eastern Peloponnese Corridor
The sub-project of the Transmission Line 400 kV that will connect the existing Megalopolis EHV S/S with the new Corinth
EHV S/S was completed and put into operation in December 2022. In December 2023, the contract of the sub-project of
the new Transmission Line connecting the Corinth EHV S/S to the Koumoundourou EHV S/S was signed, putting the
second part of the project in construction phase.
The completion of this sub-project is expected in first half of 2026. The project of the Transmission Line "Koumoundourou
EHV S/S – Corinth EHV S/S" is co-financed by the Recovery and Resilience Fund "Greece 2.0" with the funding of the
European Union’s “Next Generation EU” and by the Government Gazette No 494 4/8/2022 was characterized as a project
of general importance for the economy of the country.
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5.4 Upgrading of the Koumoundourou EHV S/S
The construction works of the new Koumoundouros substation, using closed-type technology (GIS), which will replace
the existing outdoor substation, are in progress. The implementation of the new Koumoundouros substation will serve
the connection of the Eastern 400 kV Peloponnese Corridor, will constitute the terminal of the Attica-Crete
interconnection with the continental System and will enhance the reliability of load supply in (mainly Western) Attica.
The project is co-financed by the Recovery and Resilience Fund as part of the Megalopolis – Corinth – Koumoundouros
substation Transmission Line. The 400KV side (Phase A) was completed in February 2024 and test electrification was
achieved in August 2024. Full completion of the upgraded Koumoundouros substation is expected in the first half of 2026.
The project is co-financed by the Recovery and Resilience Fund “Greece 2.0” with funding from the European Union’s
instrument Next Generation EU.
5.5 Dodecanese and Northeast Aegean islands electrical interconnections
With the Dodecanese electrical interconnection, Kos, Rhodes and Karpathos will be interconnected with the mainland
system, via Corinth, in two phases. Correspondingly, the interconnection of the northeastern Aegean will include the
islands of Lemnos, Lesvos, Skyros, Chios and Samos, and will be implemented in three phases. The Dodecanese
interconnection is included in the contract of the competent Ministry for co-financing by the Islands Decarbonization
Fund.
Marine surveys for both interconnections, Dodecanese and Northeast Aegean, were completed in December 2024.
In April 2024, the Call for Expression of Interest for Phase A of the Framework Agreement was posted, which concerns
the submission of applications for participation for the cable interconnections of the two projects, which was completed
in July. Phase B, which concerns the submission of technical and financial offers by the candidate contractors approved
during Phase A, was posted in October 2024 and is ongoing.
Additionally, the Tender Documents for the section of the Dodecanese Interconnection project concerning the Corinth
and Kos Converter Stations, as well as the Corinth - Kos Direct Current interconnection were posted in November 2024
with the start of construction of the aforementioned section estimated by the end of 2025.
At the same time, the Environmental Impact Study for the Dodecanese interconnection was submitted to the Ministry of
Environment and Rural Development in December 2023 and the Decision on its issuance is expected in May 2025. For
the North-East Aegean interconnection, the Environmental Impact Study for the section of the N.Santas Substation - West
Lesvos Substation, was posted for consultation in the Electronic Environmental Registry (EER) on December 2024.
Simultaneously with the licensing process, the collection of all the required cadastral data of the lands by local services,
which are to be expropriated for the construction needs of the projects, has begun and is in progress.
5.6 International interconnections
IPTO S.A. prioritizes international interconnection projects, with the aim of strengthening regional cooperation in the
Energy sector, promoting Greece a strong exporter of clean energy and deepening the European electricity market.
In this context, the Operator:
• Completed the feasibility studies for the second Greece-Italy interconnection of 1 GW, together with the neighboring
country’s Operator, Terna. The project has been included in the ENTSO-E 10-year development program (TYNDP 2024),
while it was submitted as a candidate for inclusion in the 2nd list of PCI (Projects of Common Interest) of the European
Union.
• With the support of the State, IPTO is intensively promoting a new North-South clean energy corridor, the Green Aegean
Interconnector, which is planned to interconnect the electricity systems of Greece and Germany. This project is
particularly important for the transfer of the energy surplus from Greece and the Eastern Mediterranean to the major
consumption centers in central Europe. The initial capacity of the interconnection is planned to be 3 GW and in a second
phase it could reach 6 to 9 GW. The project has been included in the ENTSO-E 10-year development program (TYNDP
2024) as a project under consideration. At the same time, discussions are underway with the involved Transmission
System Operators for the maturation of the project.
• Cooperates with the Operator of Egypt (EETC – Egyptian Electricity Transmission Company) and the project promoter
ELICA SA, with which has signed a Memorandum of Understanding regarding the evaluation of its participation in the
share capital of the developer of PCI project GREGY Interconnector, concerning the electrical interconnection between
Greece and Egypt. The project has been included in the 1st list of PMI (Projects of Mutual Interest) of the European Union,
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as well as in the new ten-year development program TYNDP 2024 of ENTSO-E, while it was submitted as a candidate for
inclusion in the 2nd list of Projects of Mutual Interest (PMI).
•In April 2024, the two main studies of the project were announced by the Implementing Agency, which concern the
technical analysis of the project (optimal routing of the submarine cable and the landfall points in the two countries) and
the cost-benefit analysis. At this stage, the selection of the contractors who will undertake the studies is expected, while
consultations are underway regarding the signing of the MoU between IPTO, EETC and ELICA INTERCONNECTOR SOLE
S.A. This agreement will focus on the submission by the Operators IPTO and ETTC to ELICA of the necessary technical
specifications and data relating to the conduct of the above studies.
• In February 2024, the joint venture "SAUDI ARABIAN HELLENIC ELECTRICITY INTERCONNECTION S.A." was established
with the objective of preparing the feasibility study for the electricity interconnection between Greece and Saudi Arabia,
by IPTO and National Grid, which each hold a 50% share. The partnership is supervised by the Ministry of Environment
and Energy of Greece and the Ministry of Energy of Saudi Arabia and specifies the strategic cooperation between the two
countries in the field of Electricity. In April 2024, the joint venture "SAUDI ARABIAN HELLENIC ELECTRICAL
INTERCONNECTION S.A." proceeded to announce the tender for the assignment of the relevant commercial viability
studies for the electrical interconnection between Greece and the Kingdom of Saudi Arabia via an HVDC cable, with a
total budget of Euro 1,5 million. In October 2024, the tender procedures were completed and the contract with the
Contractor was signed. The studies are ongoing and are expected to be completed in the third quarter of 2025.
• In October 2023, it was designated as the Implementing Entity and Project Promoter of the electrical interconnection
project between Greece, Cyprus and Israel, which is included in the 6th list of Projects of Common Interest of the
European Union.
•The completion of the project will mark the electrical interconnection of Cyprus with the European transmission system,
ensuring the island's strong energy shield. Israel will strengthen its security of supply, gaining the ability to further and
more rapidly increase the participation of Renewable Energy Sources (RES) in its energy balance.
•In December 2023, the company EuroAsia Interconnector Ltd transferred to IPTO the amount of Euro 55,2 million that
it had received as pre-financing from the European Union's Climate, Infrastructure and Environment Executive Agency
(CINEA) and the EU's CEF (Connecting Europe Facility) mechanism and with the collection of an additional Euro 109,2
million in January 2024, the pre-financing received amounted to Euro 164,5 million, an amount that constitutes 25% of
the total grant.
•In December 2023, IPTO S.A. issued the order to commence work. Since then, Euro 198,1 million has been paid to the
contractor of the cable section, as the work is ongoing. Specifically, in the cable section, the production of the first 160
km. of the submarine cable has been completed, while an additional 80 km. are in different stages of the production
process. At the same time, 60% of the marine surveys have been completed. IPTO S.A. is in close cooperation with all
stakeholders on issues related to the implementation of the project.
Meanwhile, IPTO Group:
• Is maturing the project of the new Greece - Albania interconnection, together with the Transmission System Operator
of the neighboring country. In March 2024, a special working group was jointly established with representatives of the
two operators with the aim of monitoring the progress of the implementation of the new interconnection by both sides
and exploring the project's further contribution to the goals of transitioning to a climate-neutral Europe.
• Is planning the construction of a new interconnection between Greece and Turkey, which will strengthen the
interconnection of the European and Turkish Transmission System. In February 2024, a joint committee was established
with representatives of the two administrators with the aim of coordinating and achieving the implementation of the
new interconnection.
• Is promoting the upgrade of the existing interconnection with North Macedonia.
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5.7 Ten-Year Network Development Plan (TYNDP) of the Hellenic Electricity Transmission System (HETS)
2023-2032
In December 2021, the Preliminary draft TYNDP 2023-2032 was finalized and set to public consultation by IPTO until
February 11
th
, 2022. Following the above, the final plan was submitted to RAEWW for approval on April 28th, 2022 and
was set by the Authority on public consultation to October 3
rd
, 2022. On November 8
th
, 2022, RAEWW requested the
submission of an updated TYNDP 2023-2032. Accordingly, IPTO submitted the requested updated data for the TYNDP on
February 6
th
, 2023. The 2023 – 2032 APR was approved by RAAEY Decision E-174/2024.
2024-2033
In December 2022, the Preliminary draft TYNDP 2024-2033 was finalized and set to public consultation by IPTO up until
March 14
th
, 2023. Following the above, the final plan was submitted to RAEWW for approval on August 10
th
, 2023 and
was set by the Authority on public consultation to November 27
th
, 2023. On December 22
th
, 2023, RAEWW requested the
submission of supplementary data for the TYNDP 2024-2033. Subsequently, IPTO S.A. collected and submitted the
requested additional information on March 14, 2024. of the APA on February 29, 2024. The APA 2024 – 2033 was
approved by RAAEY Decision E-174/2024.
2025-2034
In December 2023, the preparation of the Preliminary Plan for the 2025-2034 DPA was completed, and it was put out for
public consultation by IPTO S.A. until April 19, 2024. Subsequently, the final plan was submitted to RAEYS for approval on
November 8, 2024.
6. Strategic plan IPTO Group 2025
The strategic priorities of IPTO SA and its subsidiaries are summarized below:
Outlook for 2025
IPTO seeks to develop into a modern Operator, a company utilizing its infrastructure and know-how, adapted to the
needs of the country and the challenges of the present and the future. IPTO through cutting edge technologies and good
governance is being transformed to meet european and international requirements for energy transition and sustainable
development. The movement towards the future is twofold as it pertains to both the main activity of energy transfer,
taking into account the environmental footprint of the operation and the local communities in which it operates, as well
as its internal status: the modernization of its internal processes, health and safety, empowerment and training of its
personnel as the main transformative body of the company.
The 2025 - 2027 Strategy is evolving with an emphasis on digital transformation, innovation, acceleration of investments
and sustainable development.
The strategic priorities of the IPTO Group are summarized below:
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Commercial operation of the Crete-Attica electricity interconnection
The main objective for 2025 is to electrify the Attica-Crete interconnection as part of the continental System and
electricity markets. It is recalled that the Crete-Attica electricity interconnection has been in the equipment testing phase
since the end of 2024.
Contractualization of the Dodecanese and Northeast Aegean interconnections
The main objective for the next year is to conclude the framework agreements for the submarine cable projects of the
Dodecanese and Northeast Aegean islands' electrical interconnections. IPTO S.A. proceeded for the first time with this
specific tendering practice, which is also followed by other European Operators, due to the high demand for submarine
cables for interconnection projects at an international level, thus ensuring the availability of production slots in the
contractors' factories in order to achieve the timely implementation of the projects.
Continuation of international interconnections
An important step for this year is to continue the international interconnections that place Greece at the center of global
and regional energy and data transmission corridors, utilizing two key assets of our country: Geography and the rich
potential in Renewable Energy Sources.
The objectives of IPTO S.A. are:
1. Continuation of the electrical interconnection of Greece - Cyprus - Israel (Great Sea Interconnector) in consultation
with the main shareholder, the Ministry of Energy, and following the instructions of the State.
2. Maturation of the special purpose company "SAUDI ARABIAN HELLENIC ELECTRICAL INTERCONNECTION S.A." for the
project that will connect Europe with the Arabian Peninsula for the first time.
3. Finalization of participation in the GREGY investment scheme.
4. Preparation of feasibility and cost-benefit studies for the Green Aegean Interconnector.
5. Acceleration of cooperation with the Italian Operator TERNA to proceed with the second interconnection with Italy.
6. Design of the new Greece-Turkey interconnection, with the signing of a Construction Agreement and the start of the
environmental impact study.
Reliable operation of the "green" system
ADMIE S.A. aims to operate the "green" system reliably by integrating all and more RES through offers and terms of
connection of new RES projects, always taking into account the safety and technical capabilities of the System. In 2025,
ADMIE S.A. plans to give terms to the first 600 MW of offshore wind farms in the northern Aegean and to determine the
power margins for connecting Data Centers to system nodes.
At the level of RES management, a special job position will be created in the control room of the National Energy Control
Center, with the exclusive purpose of supervising and controlling RES.
Contribution to the Regulatory Framework for the better management of RES
ADMIE S.A. plans to contribute to the regulatory framework for the better management of RES. Its immediate priority is
to shield IPTO S.A. against challenges arising from the high penetration of RES, such as the issue of compensation to
producers who are subject to cuts for stability reasons, the compliance of RES stations with purchase programs and
orders, the method of participation of batteries in the market and much more.
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Connection with the European PICASSO platform
The main objective of IPTO S.A. is the connection with the European PICASSO platform through the creation of the
necessary procedures and infrastructure. The participation of IPTO S.A. in this platform will contribute to the security of
the Greek System in Market terms, enabling the balancing of production and load with the cheapest resources at
European level.
Operation of the Digital Maintenance Center
IPTO S.A. intends to put the Digital Maintenance Center into operation, as the digital evolution of IPTO is now a central
priority.
In October, the Asset Performance Management System of IPTO will be launched, changing the way IPTO S.A. manages
the transmission network. Data from equipment monitoring systems will be gradually integrated in real time, so that the
Company has a comprehensive picture of the status of its assets. At the same time, drones and special cameras will begin
to inspect transmission lines and substations. These actions will allow IPTO S.A. to plan equipment maintenance with
greater precision, increasing the efficiency and reliability of the system. Finally, to meet the needs of the center, a special
designed space will be created with modern workstations, a meeting room and video walls. This will be the digital
maintenance center which will be continuously upgraded and evolved with the addition of new digital tools.
Accelerating Digital Transformation
The digital transformation of IPTO S.A. touches every aspect of the Company's operation. The goal for 2025 is to introduce
Artificial Intelligence, with Copilot and ChatGPT, as an assistant in everyday work. To implement this, the Company will
organize special trainings. At the same time, with the help of Artificial Intelligence, a unified Knowledge Base will be
created that will utilize information and know-how from the entire IPTO, facilitating the decision-making process. Overall,
the information infrastructure will be further upgraded, while a telematics system will be installed in the approximately
800 vehicles in the fleet, so that we have digital traffic and operating status data for each of them. With these moves, we
will make IPTO S.A. more modern, productive and resilient.
Strengthening the resilience of infrastructure
Every year, infrastructure is tested by extreme weather events. In 2025, a more intensive equipment replacement
program will be implemented, as well as the installation of new digital protection and control systems in HYT and
Substations. In cooperation with the Ministry of Climate Crisis and Civil Protection, the Company will expand the opening
of fire zones, covering an area of 500 acres.
Establishing a strong health and safety culture
In recent years, the culture of IPTO S.A. has been constantly changing, so this year's goal is for IPTO to acquire a strong
health and safety culture with an emphasis on high-risk activities in the field. Through systematic training, strict control
of safety protocols, provision of additional Personal Protective Equipment, and the cultivation of a sense of responsibility
and cooperation, the Company seeks to make safety an integral part of daily operations, and to ensure a zero-accident
environment.
Submission of the Proposal for the Regulated Revenue 2026-2029
The regulated revenue is the main source of revenue, through which IPTO S.A. strengthens its financial performance and
implements the large and innovative projects of the investment program. IPTO S.A. hopes that the Regulator will soon
approve the improved revenue calculation methodology that was proposed, so that for the new Regulatory Period the
incentives needed for the implementation of strategic projects can be provided.
The goal for 2025 is for all relevant departments to coordinate so that ADMIE S.A. can timely propose the regulated
revenue for the period 2026-2029, applying the approved accounting separation rules for regulated and non-regulated
activities.
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Creation of new sources of revenue
ADMIE S.A.'s investment program is particularly ambitious, with high technological requirements and capital intensity.
Expansion into new sectors is therefore not only an opportunity for growth, but also a strategic tool that will allow the
profits from these activities to be reinvested in the Electricity Transmission System. In this way, the Group's sustainability
and financial resilience will be ensured.
In 2025 ADMIE S.A. will focus on creating strategic alliances for:
• entering the Data Centers market,
• the participation of the subsidiary "GRID TELECOM MAE", in international telecommunications cables as well as in the
development of new cable stations in the Eastern Mediterranean.
At the same time, IPTO S.A. will be introduced into the field of electromobility.
The ultimate goal of the above moves is a modern, resilient and diversified business model, which will serve the central
purpose of IPTO S.A., namely a safe and efficient Transmission System, for the benefit of the economy and the Greek
consumer.
Finally, the main goal is the integration of sustainability criteria in the financial statements of IPTO S.A., which is
mandatory under the relevant European Directive. IPTO S.A.'s response in the new data was very fast and the new
Sustainable Development Report will have full transparency on the performance of IPTO S.A. on sustainable development
issues.
7. Non – financial information ADMIE Holding
The establishment of the obligation to disclose a non-financial statement (art. 151 of Law 4548/2018), is considered to
contribute to the identification of risks related to the viability of a company and to strengthening the confidence of
investors and consumers, as well as to facilitates sustainable finance by combining long-term profitability with social
responsibility and environmental protection.
One of the objectives in this case is that by making the relevant information available to the stakeholders, they are given
the opportunity to take these parameters into account when making their investment or other decisions. However, in
addition to the relevant obligation to prepare non-financial information, large public limited companies that are entities
of public interest, within the meaning of Annex A of Law 4308/2014 and that, on the reporting date of statement of
financial position, exceed the average number of five hundred (500) employees during the financial year.
Consequently and in accordance with the above, the Company does not have the obligation as it does not meet the
criteria defined in the aforementioned Annex A, nevertheless Sustainable Development is fully integrated in its strategy
as well as in the strategy of IPTO SA, based on the commitment to continuous improvement of environmental
performance, occupational health and safety, people development and support of local communities.
The Company is on the path of further development of the Environment - Society - Governance (Environment, Social,
Governance - ESG), through strategic decisions and definition and design of the plan that will align its actions and goals
with the ambitions of the interested parties.
For the ESG strategy, it is planned to carry out a comprehensive materiality analysis within the next two years, in order
to understand the importance given by the main groups of interested parties to Environmental, Society and Governance
(ESG) issues.
The Company recognizes the profound impact that business can have on the world and remains steadfast in its belief
that success is measured not only by financial performance but also by the Company's ability to create sustainable value
for all stakeholders.
The axes of the Company's ESG strategy within 2025 are analyzed in the following subsections, in relation to the
environment, society, human resources, as well as governance:
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7.1. Environment -Ε
7.1.1 Carbon Footprint
In the context of harmonizing the Company with the National Climate Law 4936/2022 (A 105), in collaboration with the
Real Estate & General Services Department of IPTO S.A., the primary energy consumption data concerning it were
collected, as well as the bills energy and then the Greenhouse Gas emissions were calculated for the operation of the
Company for the year 2023. According to prod. 1 of article 20 of Law 4936/2022 the report is updated and verified with
the procedure of para. 4 of the same article.
As part of the prescribed procedure, the verification of the calculations was done by an independent specialized body,
"TUV Austria Hellas", which successfully completed the inspection and verification of the measurements, sending the
"Verification Statement of the Carbon Footprint Report" ", which together with the other necessary files were submitted
to the competent authorities (OFYPEKA) in October 2024. The corresponding procedure for the year 2024 will be
completed in October 2025, in accordance with the provisions of the applicable legislation.
The relevant measurements, as derived from the ISO14064-1 compliant methodology provided by the Law, are presented
in the table below:
Carbon Footprint Summary 2023
Total
Total emissions and absorptions (tn CO
2
eq)
9,545
Total energy consumed (TJ)
0,106
7.1.2 Health and safety at work
Safety at work for employees is a dominant priority and a necessary condition for the operation of the Company. The
Company maintains in all workplaces materials (medicines, bandages, etc.) first aid boxes and has a safety technician, an
occupational doctor and a nurse, in accordance with the current legislation.
In detail, the following are carried out:
1. Inspections of workplaces,
2. Risk assessments of workplaces,
3. Certificates of suitability (Medical monitoring of employees),
4. Seminars for H&E employees,
5. Fire safety, fire protection exercises,
6. Participation in exercises to protect vital spaces infrastructure of national scope.
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7.2 Society and Human Resources – S
7.2.1 Diversity, equality, and inclusion
The promotion of equal opportunities and the protection of diversity are basic principles of the Company. The Company's
Management does not discriminate in recruitment/selection, salaries, training, assignment of work duties or any other
work activities. The factors that are exclusively taken into account in the assignments of responsibilities of administrative
officers are the experience, personality, theoretical training, qualifications, efficiency and abilities of the individual.
The Company encourages and recommends that all employees respect the diversity of each employee or supplier or
customer of the Company and not accept any behavior that may create discrimination of any kind.
7.2.2 Diversity and equal opportunities policy
During the fiscal year 2024, the Company employed a total of seven (7) executives and staff, as well as a 7-member Board
of Directors of different ages, having as a permanent policy of the Company the following:
- adequate representation by gender and specifically at least the mandatory of the Prefecture in the amount of twenty-
five percent (25%) of all the members of the Board. In the case of a fraction, this percentage is rounded to the previous
whole number,
- ensuring equal treatment and the provision of equal opportunities, regardless of sex, race, colour, national, ethnic or
social origin, religion or belief, property, birth, marital status, disability, age or sexual orientation.
7.2.3 Human rights and working conditions
The Company respects the rights of employees and complies with labor legislation. The Company's relations with its staff
are excellent and there are no labor problems. Within 2025, actions are planned to improve objectives regarding the
Development of human capital.
7.3 Governance - G
For corporate governance, the company applies the legislative and regulatory framework introduced by both Law
4706/2020 and the Greek Corporate Governance Code, which it adopts and applies from July 2021.
It is indicated that the Company applies:
• Code of Conduct and Ethics
• Regulatory Compliance Policy
• Risk Management Policy
• Policy for the Evaluation of the Internal Control System
• Remuneration Policy for the members of the Board of Directors.
• Eligibility Policy of the Members of the Board of Directors.
• Conflict of Interest Policy
7.4 Elements of Sustainable Development of the IPTO Group SA
The Group IPTO S.A., the HETS (Hellenic Energy transmission System) Operator, plays a key role in the sustainable
development of the country, contributing to energy transition, energy security and infrastructure resilience at a national
level in a context of changing economic and climate conditions. At the same time, IPTO creates added value for the
economy and promotes the digital transformation of both the Company and the country.
IPTO is constantly adapting to a changing and challenging environment. At the end of 2023, it completed its renewed
strategy and key priorities.
This new strategy focuses on the further modernization and development of the Company and is based on five pillars:
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7.4.1 Safe operation of the electrical system in conditions of high RES penetration
IPTO's network is designed to serve the transmission of electricity generated mainly by conventional fossil fuel units.
Now, the electrical system is required to operate according to the dispersed and stochastic production of hundreds of
RES stations, without storage units having been constructed yet, which poses great risks to the stability of the electrical
system.
For the safe operation of the System in conditions of high RES penetration, it is necessary to upgrade IPTO's information
systems and install new infrastructures that will allow for optimal control of RES units and management of their
production in real time. In this context, an energy transition project program has been launched.
7.4.2 New System maintenance model, with the creation of Digital Maintenance Control Centers
The IPTO Group is moving to a new maintenance model: remote, real-time, digitalized, preventive and predictive. In line
with the Energy Control Centers related to operation, System Maintenance Control Centers will be developed. The
Maintenance Control Centers will collect data from sensors, cameras, drones and other digital monitoring tools, with the
help of which the maintenance of the equipment will be planned.
In this context, the Online Condition Monitoring system for the control and evaluation of the condition of fixed assets
and the Asset Performance Management System, which are being developed, are included.
7.4.3 Strengthening the resilience of the Electricity System
Climate change, among other things, has implications for strengthening the resilience of the Transmission System. The
extreme weather events that are occurring more and more frequently, such as major fires and storm "Daniel" in 2023,
make it necessary to adapt the operation of the IPTO Group to a climate crisis regime. When siting and studying projects,
the degree of risk of extreme events is taken into account and ways of shielding critical equipment elements are
examined.
For example, the IPTO Group proposed a law that came into force, concerning the opening of fire zones on transmission
lines, in cooperation with the Fire Department and the Ministry of Climate Crisis and Civil Protection.
When planning the expansion of the System, we must think long-term based on the over-development of RES, the
achievement of climate neutrality and the transformation of Greece into a country that is self-sufficient and exports
energy.
7.4.4 “Green footprint
In 2021, the IPTO Group integrated sustainable development as a horizontal dimension in its strategy, which concerns all
levels and actions of the company, and is concentrated in the triptych of environmental protection (E), social
responsibility (S) and effective corporate governance (G).
In this context, in the projects it implemented, it prioritizes environmental protection, as well as initiatives with a strong
social dimension, such as the IPTO Education Center, it adopted policies that serve good governance, such as those for
equality and inclusion in the workplace and for the prevention and fight against harassment and violence. It also went
further, setting measurable goals that highlight the "greening" of the organization at the level of operation and
procedures.
7.4.5 Internationalization of IPTO
As the European electricity market becomes increasingly integrated and the green system must be stable and secure, the
IPTO Group is entering into major international interconnections with the aim of contributing to the national goal of
making Greece an exporter of green energy. These interconnections are the new trend for Transmission System
Operators in Europe. A typical example is the implementation of the Greece-Cyprus-Israel electricity interconnection
through the Group’s subsidiary Great Sea Interconnector. At the same time, the IPTO Group is developing or participating
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22
in other major cross-border interconnection projects using high-voltage direct current (HVDC) technology, between
Greece, the Middle East, North Africa and Central Europe.
More detailed information regarding the performance in sustainable development issues of IPTO S.A. is
available in the Sustainable Development Report published by IPTO S.A. which is available on the website
https://admieholding.gr/el/viosimi-anaptiksi/ . The Sustainable Development Report of IPTO S.A. is
prepared in accordance with the GRI Standards and is verified by an external verification body.
8. Activity of the Company in the field of research and development
The Company did not incur research and development costs during the fiscal year of 2024.
9. Information referring to the acquisition of own shares as provided in paragraph 2 of article 50 of Law 4548/2018
The Company did not purchase its own shares in 2024. In total, he owns 216.000 own shares (0,09% of the total of
232.000.000 common registered shares).
10 .Branches of the Company
The Company does not have any branches.
11. Financial instruments
The Company participates with a percentage of 51% in IPTO S.A. owning 232 million shares. A related reference to the
risks of this participation is made above in par. 4.3.
12. Significant transactions with related parties
The Company has entered into an agreement with IPTO SA. to cover operational costs and expenses, an agreement for
the provision of IT services, as well as an office lease agreement. Members of administrative, management and
supervisory boards are also considered related parties. The Company, as part of its operating activities, conducted
transactions with the affiliated company IPTO S.A., as well as with the members of the Board of Directors. (Note 20), the
balances (receivables, liabilities and income, expenses) of which on December 31, 2024, are as follows:
(Amounts in Euro)
31/12/2024
31/12/2023
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
-
45.908
12.400
62.675
TOTAL
-
45.908
12.400
62.675
(Amounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
-
29.983
-
33.381
BoD members
-
412.312
-
255.744
Managing Officers
-
56.569
-
105.891
TOTAL
-
498.864
-
395.015
The Company had the above transactions and balances within the period with the associated company IPTO SA, in the
context of its usual business activities. Related parties are also considered the members of administrative, management
and supervisory boards, based on IAS 24 "Related Parties".
There are no material transactions that have not taken place under normal market conditions.
Year end balances are unsecured, and payments are made in cash. No guarantees have been provided or received for the
above balances.
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In the above table the fees of the Board members include the gross fees of the Board members including the employer
contributions, the performance fees, the lease payments of temporary transport rentals and car rental interest.
13. Important facts of the year 2024
A. Dividend policy
The Board of Directors, at its meeting numbered 115/12.07.2024, decided to distribute an interim dividend for fiscal year
2024, amounting to 13,5 million, with an ex-officio date of September 9, 2024, and a payment date of September 16,
2024, with the ultimate goal of providing the Company's shareholders with the maximum possible income from the
dividends of IPTO S.A.
The Board of Directors intends to propose to the Annual Ordinary General Meeting the distribution of the remaining
dividend relating to fiscal year 2024. In addition, the Board of Directors will propose the distribution of the maximum
permitted amount that it will receive as a dividend from IPTO S.A. within 2025, as an interim dividend. The dividend yield
was 2,25% based on the closing price of the Company's share on 31/12/2024 and 2,52% based on the average share price
weighted by the daily trading volume (Volume Weighted Average Price).
Dividend received by IPTO S.A.
30.067.136
plus: Finance and other income of the fiscal year 2024
610.949
minus: expenses of the fiscal year 2024
(1.236.830)
Distributed earnings
29.441.255
minus: Legal Reserve (5%)
(1.472.063)
Distributed earnings to shareholders
27.969.192
minus: Interim dividend paid
13.500.000
B. Changes in Board of Directors Members
On April 24, 2024, Ms. Eleni Zenakou submitted her resignation (effective April 25, 2024) from her position as
Independent Non-Executive Member of the Company's Board of Directors and from her position as Chairman of the
Company's Audit Committee. The Board of Directors continued its operation with the resulting composition, appointing
Mr. Konstantinos Angelopoulos (Senior Independent Non-Executive Member of the Board of Directors) as a new member
of the Audit Committee, in replacement of the resigned member.
Subsequently, the Board of Directors of the Company, at its meeting held on 16/05/2024, elected as a new temporary
member Mr. Charalambos Xydis in the capacity of Independent Non-Executive Member and appointed him as a member
of the Company's Audit Committee, in replacement of Mr. Konstantinos Angelopoulos. On the same day, the Audit
Committee met to constitute itself and elected Mr. Charalambos Xydis as its Chairman for a term of office until
19/12/2026.
At the Annual General Meeting of the Company dated 3 July 2024, the capacity as Independent Non-Executive Member
of the Company's Board of Directors was definitively attributed to Mr. Charalambos Xydis.
C. Assessment System Corporate Governance
According to paragraph 1 of article 4 of law 4706/2020 “the Board of Directors shall define and supervise the
implementation of the corporate governance system of provisions 1 to 24, monitor and evaluate periodically every three
(3) financial years at least its implementation and effectiveness, taking appropriate actions to address deficiencies.” With
protocol number no. 604 / 05-03-2024 of the Capital Market Commission, it was clarified that “given that the assessment
of the Corporate Governance System is carried out periodically every three financial years at least, its first assessment is
expected to be completed by the beginning of 2025 at the latest, with a maximum reference period of 17.07.2021 –
31.12.2024”.
The Board of Directors has appointed SOL Crowe to proceed with the aforementioned assessment for the period from
17.07.2021 – 31.12.2024. The work was carried out in accordance with the International Standard on Assurance
Engagements 3000 (Revised), “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”
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24
(hereinafter “ISA 3000”). In the context of this work, limited assurance procedures were applied and a limited assurance
report was issued in accordance with the model and instructions decided and proposed by the Supervisory Board of
S.O.E.L. The work was carried out within the first quarter of 2025.
In addition to the limited assurance work carried out by SOL Crowe, the Board of Directors, within the framework of its
responsibilities, independently carried out the procedures and actions it deemed appropriate, with the aim of assessing
the adequacy and effectiveness of the Corporate Governance System. Following this assessment, the Board of Directors
concluded that the Corporate Governance System implemented in the Company is adequate and operates effectively.
14. Other information about the company
a) Structure of the share capital of the Company
The share capital of the Company amount to 491.840 thousand Euro divided into 232.000.000 common registered shares
with a nominal value of 2,12 Euro each and is fully paid. All the shares of the Company are common, registered, with
voting rights (expect of own shares), listed on the Athens Stock Exchange and have all the rights and obligations deriving
from the Company's Articles of Association and are determined by Law.
b) Restrictions on the transfer of shares of the Company
The transfer of the Company's shares is carried out as stipulated by the Law and there are no restrictions on their transfer
from its articles of association.
c) Significant direct or indirect holding
On the date of approval of the financial statements for the year ended 31 December 2024, the significant direct or indirect
holding within the meaning of articles 9 to 11 of Law 3556/2007 are:
• Public Holding Company IPTO S.A. with 51,12% (118.605.114 shares)
• Other shareholders with a percentage of 48,79% (113.178.886 shares).
• Own shares with a rate of 0.09% (216.000 shares)
d) Shares conferring special rights
There are no Company shares that provide special control rights to their holders.
e) Restrictions on voting rights
The Company's Articles of Incorporation do not include any restrictions on voting rights.
f) Agreements between Company’s shareholders
There are no shareholders' agreements based on which restrictions apply on the transfer of the Company's shares or the
exercise of the voting rights deriving from its shares.
g) Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment of
the Articles of Association, which differ from the provisions of Law 4548/2018
The rules provided by the Company's Articles of Association for the appointment and replacement of the members of the
Board of Directors and the amendment of its provisions do not differ from the provisions of the Law 4548/2018.
h) Significant agreements entered by the Company which enter into force, are amended, or expire in the event of a
change in the control of the Company following a public offering
There are no agreements that have entered into force, are amended, or expire in the event of a change in the Company's
control following a public offering.
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i) Significant agreements entered by the Company with members of the Board of Directors or its employees
There are no special agreements of the Company with members of its Board of Directors or its employees, which provide
payment of compensation especially in case of resignation or dismissal without a valid reason or termination of their
term or employment due to a public offering.
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CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is drawn up in accordance with articles 152 and 153 of Law 4548/2018, article 18
of Law 4706/2020, the relevant clarifying circulars and letters of the Capital Market Commission, and in particular, the
Capital Market Commission's Letter no. . 434/24.02.2025 to companies with securities listed on the Athens Stock
Exchange and those with no. prot. 428/21.02.2022. Questions and Answers of the Capital Market Commission regarding
the provisions of articles 1-24 of Law 4706/2020 on corporate governance, as well as the Guidelines (Part E') of the Greek
Corporate Governance Code (June 2021) of ESED and is part of the Annual Management Report of the Company's.
Ι. CORPORATE GOVERNANCE CODE
"ADMIE HOLDING S.A." (hereinafter, the "Company") with the number 69/8-7-2021 of the minutes of the Board of
Directors has adopted the Greek Corporate Governance Code of the Hellenic Corporate Governance Council ("ESED")
which has been recognized by the Commission Capital Market as a body of recognized authority, in accordance with
article 17 of Law 4706/2020 and article 4 of the Decision of the Capital Market Commission (Decision 2/905/3.3.2021 of
the Board of Directors of the Capital Market Commission). The Code in question is adapted to Greek legislation and
business reality and has been drawn up based on the "comply or explain" principle. It does not impose obligations but
explains how to adopt good practices and facilitates the formulation of corporate governance policies and practices,
which will respond to the specific conditions of each Company. The Greek Corporate Governance Code (June 2021)
replaced the Greek Corporate Governance Code for Listed Companies which was issued in 2013 by the ESED and is
posted on the Company's website www.admieholding.gr in the "Corporate Governance / Codes and Policies" section.
Reporting of deviations from the applicable Corporate Governance Code
The Company adopts and complies with the special practices of the Code, with the following deviations regarding certain
"Special Practices" provided for listed companies, which are due to the specific characteristics, size and existing structures
of the Company and the which are detailed in the following table:
GREEK CORPORATE GOVERNANCE CODE
EXPLANATION/JUSTIFICATION OF DEVIATION FROM THE
SPECIAL PRACTICES OF EKED
Part A' Section II Succession of the Board of Directors
specific practices: 2.3.1. The company has a framework
for filling positions and succession of members of the
Board of Directors, in order to identify the needs for filling
positions or replacement and to ensure at all times the
smooth continuity of the management and the
achievement of the company's purpose.
2.3.2. The company ensures the smooth succession of
members of the Board of Directors by gradually replacing
them in order to avoid a lack of management.
2.3.3. The succession framework takes into account in
particular the findings of the evaluation of the Board of
Directors in order to achieve the required changes in the
composition or skills and maximize the effectiveness and
collective suitability of the Board of Directors.
2.3.4. The company also has a succession plan for the
Managing Director. The preparation of a sound succession
plan for the CEO is assigned to the nomination committee,
which in this case ensures:
• identifying the required quality characteristics that the
CEO should possess,
• continuous monitoring and identification of potential
internal candidates,
• if deemed appropriate, searching for potential external
candidates,
The Company has recognized the need to establish a
Succession Plan and assigned an external consultant to
facilitate the evaluation of the Members of the Board of
Directors and its Committees for the fiscal year 2024. This
process was completed during the first quarter of 2025
and appropriate actions will follow in order to complete
the preparation of a Succession Plan, taking into account
the findings of the evaluation, under the responsibility of
the Remuneration and Nominations Committee.
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GREEK CORPORATE GOVERNANCE CODE
EXPLANATION/JUSTIFICATION OF DEVIATION FROM THE
SPECIAL PRACTICES OF EKED
• and dialogue with the CEO regarding the evaluation of
candidates for his position and other senior management
positions.
Part A' – Section II Remuneration of members of the
Board of Directors special practices:
2.4.10. "The Board of Directors examines and links the
remuneration of executive members to indicators related
to ESG and sustainable development issues that could add
long-term value to the Company. In this case, the Board
of Directors ensures that these indicators are relevant and
reliable and promote the proper and effective
management of ESG and sustainable development
issues."
2.4.13 “The maturity of the options is set at a period of no
less than three (3) years from the date of their grant to
the executive members of the Board of Directors”
2.4.14 “The contracts of the executive members of the
Board of Directors provide that the Board of Directors
may require the return of all or part of the bonus that has
been awarded, due to a breach of contractual terms or
inaccurate financial statements of previous years or
generally based on incorrect financial data, which were
used to calculate this bonus
The Company applies a Sustainable Development Policy
on a voluntary basis and has integrated its principles into
its business activities as these are a necessary condition
for its long-term development. At present, there is no link
between the remuneration of the executive members of
the Board of Directors and relevant indicators. The
Company will proceed with this link after the completion
of the full development of the Sustainable Development
process within the deadline of the legislative and
regulatory framework.
Also, according to the Remuneration Policy, no stock
options are granted, while the contracts of the executive
members of the Board of Directors do not provide for the
return of all or part of the bonus as according to the
Company's remuneration policy, no variable
remuneration is paid to the members of the Board of
Directors, i.e. additional benefits or payments, which
depend on their performance. It is noted that according
to the current composition of the Board of Directors, the
only executive member is the Chairman and CEO of the
Company
Part A' Section III Operation of the Board of Directors
special practices: 3.3.13 The company formulates and
implements a program of a) introductory information
after the selection and at the beginning of the term of
office of new members of the Board of Directors and b)
continuous information and training of members on
issues concerning the company
The Board of Directors plans to implement the
requirements of the paragraph within the fiscal year 2025
Part B Corporate Interest SECTION V – SUSTAINABILITY
SPECIAL PRACTICES 5.2 to 5.10
The Company implements a Sustainable Development
Policy on a voluntary basis, which is included in its Internal
Operating Regulations. However, the special practices of
section 5 "Sustainability" of the code have not yet been
implemented, as, based on article 151 of law 4548/2018,
the Company's alignment with ESG criteria was not its
institutional obligation for fiscal year 2024. The Company
will develop a plan for the gradual implementation of
actions within fiscal year 2025, in order to prepare for said
compliance by the deadline set by law.
ΙΙ.Main characteristics of the Systems of Internal Audit and Risk Management in relation to the Procedure of Drafting
the Financial Status and Reports.
The Company's Internal Control System includes the policies, procedures and practices applied by the Company to ensure
the effectiveness and efficiency of corporate operations, the protection and monitoring of its assets, the management of
business risks, the reliability of the financial information and compliance with applicable laws and regulations.
The Internal Control System is determined under the responsibility of the Board of Directors and supervised by the Audit
Committee, while it is continuously supported by the operation of:
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• Internal Control Unit
• Regulatory Compliance Unit
• Risk Management Unit
In the above context, the Board of Directors has instituted procedures and policies for the proper control and recording
of revenues and expenses as well as the monitoring of the state and value of the assets and liabilities of the Company
and its holdings in accordance with the IFRS , the corporate and tax legislation, in order to ensure the correct recording
of its economic position and performance through the financial statements, reports of the Board of Directors. and the
investment situation.
The Company's Internal Audit Unit has as its main activity the examination of the adequacy of the Internal Control System
to determine whether it provides satisfactory assurance that the Company's objectives and goals will be fulfilled
efficiently and economically. To fulfill this purpose, it provides the management with analyses, evaluations, proposals,
advice and information on the audited activities.
The Board of Directors, in terms of carrying out an annual review of the corporate strategy, main business risks and
internal control systems, within the 2024 financial year has done the following:
• Review of the Risk Register and reassessment of the risks that had been identified and recorded in it during the
previous year
• Update of the regulations, policies and procedures that support the Internal Control System in order to achieve further
analysis and specialization in accordance with the applicable legislation and regulatory framework
• Review of the corporate strategy and integration of ESG issues into it
• Completion of the Company's Corporate Governance System Assessment by a third-party independent assessor
ΙΙΙ.Method of Operation & Powers of the General Meeting of Shareholders
General Meeting Operation
1.The General Meeting is the highest body of the Company entitled to decide on any corporate case. Its decisions also
bind absent or disputing shareholders. At least once each corporate year, within the time limit set by the applicable
provisions, shall meet in order to decide on the approval of the annual financial statements and on the election of
auditors, as well as in any other case in which the Board of Directors deems it appropriate or necessary.
2.The invitation of the General Meeting includes at least the information specified in Act No 4548/2018 and is published
at least twenty (20) full days before its realization through its registration in the Company's Share in General Electronic
Commercial Registry as well as on the Company's website.
3.The General Meeting is temporarily chaired by the Chairman of the Board of Directors, or when he is not present, by
his Deputy, who may have been appointed by the Board of Directors by a special resolution for this purpose. The duties
of secretary shall temporarily be performed by a person appointed by the Chairman. After the list of shareholders, who
have the right to vote, is approved, the General Meeting proceeds with the election of its final Chairman and a secretary,
who also performs the duties of a voter.
4.The Chairman of the Board of Directors of the Company, the CEO, the Auditors of the Company and the Chairmans of
the Committee of the Board of Directors are entitled to attend the General Meeting, in order to provide information and
briefing on issues to be discussed and on which the shareholders want to raise questions or ask for clarifications. In
addition, the General Meeting must be attended by the Company's Internal Audit Officer.
5.During the Annual Ordinary General Meeting of the Company's shareholders, the Company's Shareholders' Service
Department ensures that the annual financial report of article 4 of Law 3556/2007 is distributed to the present
shareholders and sends by post or electronically to all interested parties, all the published corporate publications (annual
financial report, semi-annual and annual financial statements, management reports of the Board of Directors and the
certified auditors-accountants).
6.No later than five (5) days from the date of the General Meeting, the results of the voting shall be made available on
the Company's website, specifying for each decision at least the number of shares for which valid votes were cast, the
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proportion of share capital represented by these voters, the total number of valid votes, as well as the number of votes
for and against each motion and the number of abstentions. Furthermore, a summary of the minutes of the General
Meeting of Shareholders becomes available on the Company's website within fifteen (15) days from the General Meeting
of Shareholders.
Participation in the General Meeting – Representation
1. Whoever appears as a shareholder of the Company in the records of the institution, in which the company's
securities are kept on the record date as this date is defined in the relevant provisions of Law 4548/2018, has the right to
participate and vote in the General Meeting. The exercise of these rights does not presuppose the binding of the
beneficiary's shares nor the observance of any other similar procedure, which limits the possibility of selling and
transferring them during the period between the record date, as this date is set in Law 4548/2018, and in the General
Meeting.
2. Each shareholder may appoint up to three (3) representatives. Legal entities participate in the General Meeting
by appointing up to three (3) natural persons as their representatives. The shareholder representative is obliged to notify
the Company before the start of the meeting of the General Meeting regarding any event which may be useful to the
shareholders to assess the risk that the agent serves other interests than the interests of the shareholder. Conflict of
interest in accordance with the above may arise especially when the representative: a) is a shareholder exercising control
of the Company or another legal entity or entity controlled by that shareholder, or b) is a member of the Board of
Directors or the of the Management of the Company in general or of another legal entity or entity controlled by a
shareholder who exercises control over the Company or c) is an employee or certified auditor of the Company or of a
shareholder exercising control of the Company or of another legal entity or entity under the control of a shareholder who
has control of the company, or d) is spouse or relative of first degree of one of the individuals mentioned in the above
cases as "a" to "c".
3. The appointment and revocation or replacement of the representative or agent of the shareholder is made in
writing or by electronic means and is submitted to the Company with the same types, at least forty-eight (48) hours
before the scheduled date of the General Meeting. The notification of the appointment and revocation or replacement
of the representative or agent may be made by e-mail to the e-mail address referred to in the Invitation to the General
Meeting under the terms of Law 4548/2018. Shareholders who have not complied with the above deadline shall
participate in the General Meeting unless the General Meeting denies such participation for an important reason
justifying its refusal.
Dividend Right
The payment of dividends starts from the day set by the Ordinary General Meeting or with its authorization by the Board
of Directors after the approval of the annual financial statements and within a period of two (2) months. The day and
method of payment of the dividend is published on the websites of the Athens Stock Exchange and the Company, as well
as in the press.
Those who do not request the timely payment of their dividends cannot claim interest. Those dividends that were not
requested within five years from when they became due, are barred, and after the relevant limitation, the amounts are
permanently forfeited in the Greek State according to article 1 of n.d. 1195/1942.
Briefing of the Shareholders
The Company's Shareholder Services and Corporate Announcements Unit is responsible for monitoring and managing
the Company's relations with its shareholders and the investors, ensuring that investors and financial analysts are
informed accurately, immediately and equally in Greece and abroad.
The Company, as having shares listed on the stock exchange, is obliged to publish announcements in compliance with
Regulation (EU) No 596/2014 of the European Parliament and of the Council on Market Abuse ("MAR"), Greek laws
4443/2016 and 3556/2007 and the decisions of the Hellenic Capital Market Commission. The publication of the above
information is done in a way that ensures rapid and equal access to them by the investors.
All relevant publications / announcements are available on the websites of the Athens Stock Exchange and the Company
and are notified to the Hellenic Capital Market Commission.
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IV. Composition and mode of operation of the administrative, management and supervisory bodies and their
committees.
1. Board of Directors
The Company is governed by a Board of Directors (BoD) consisting of five (5) to seven (7) members, in such a way as to
ensure the diversity of gender, knowledge, qualifications and experience that serve the goals of the Company, as well as
the balance between executive and non-executive members. The members of the Board of Directors are elected by the
General Meeting of the Company's shareholders for a term of three (3) years.
The members of the Board of Directors are divided into executive, non-executive and independent non-executive in
accordance with the provisions of article 5 of Law 4706/2020. The independent non-executive members are defined in
accordance with the provisions of article 9 of Law 4706/2020 and do not fall short of one third (1/3) of the total number
of members of the Board of Directors, and in any case are not less than two (2). If a fraction occurs, it is rounded to the
nearest whole number.
The members of the Board of Directors are elected by the General Meeting of the Company's shareholders for a term of
three (3) years and are always re-electable and freely recallable. The General Assembly also directly elects the
independent members of the Board of Directors, or they are appointed by the Board of Directors, in accordance with
paragraph 4 of article 9 of Law 4706/2020, as applicable. The status of the members of the Board of Directors as executive
or non-executive is defined by the Board of Directors.
The members of the Board of Directors meet the criteria defined in the approved Eligibility Policy of the Company and
refer to the ethos, reputation, adequacy of knowledge of the members, their skills, independence of judgment and
experience for the performance of their duties, as and the conditions set by Law 4706/2020. The General Assembly also
directly elects the independent members of the Board of Directors.
A necessary condition for the election or retention of membership in the Board of Directors is the non-issuance of a final
court decision acknowledging its liability for loss-making transactions of the Company, or unlisted company of law
4548/2018, with related parties. Corresponding conditions are introduced for the assignment of management and
representation powers of the Company to third parties or for the maintenance of the relevant assignment in force. Each
candidate member of the Board of Directors or a third party authorized to assume the management and representation
powers of the Company, must submit to the Company a responsible statement that there is no impediment, and each
member of the Board of Directors shall immediately notify the Company of the relevant issue final court decision.
The Board of Directors is responsible for the management, the representation of the Company as well as the management
of its assets. The members of the Board of Directors and every third person, to whom powers have been assigned by it,
according to article 87 of law 4548/2018, must in the exercise of their duties and responsibilities to observe the law, the
statute and the decisions of the General Assembly. They have to manage the corporate affairs in order to promote the
corporate interest, to supervise the execution of the decisions of the Board of Directors and the General Assembly and
to inform the other members of the Board of Directors about the corporate affairs. The Board of Directors defines and
supervises the implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020, monitors
and evaluates periodically every three (3) financial years its implementation and effectiveness, taking the appropriate
actions to address deficiencies. Ensures the adequate and efficient operation of the Company's Internal Control System.
The Board of Directors is responsible for defining the values and strategic orientation of the company, as well as the
continuous monitoring of their observance. Regularly reviews the opportunities and risks in relation to the defined
strategy, as well as the relevant measures taken to address them. The Board of Directors ensures that the company's
values and strategic planning are in line with the corporate culture. The values and purpose of the company are translated
and applied in practice and influence the practices, policies and behaviors within the company at all levels. The Board of
Directors and the top management set the model of the characteristics and behaviors that shape the corporate culture
and are an example of its implementation. At the same time, they use tools and techniques that aim to integrate the
desired culture into the company's systems and processes. The Board of Directors understands the risks of the company
and their nature and determines the extent of the company's exposure to the risks it intends to undertake in the context
of its long-term strategic goals. The Board of Directors establishes a policy for the identification, avoidance and treatment
of conflicts of interest between the interests of the company and those of its members or persons to whom the Board of
Directors has assigned some of its responsibilities, according to article 87 of law 4548/2018. This policy is based on clear
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procedures, which define the manner of timely and complete disclosure to the Board of Directors of any interests in
transactions between related parties or any other potential conflict of interest with the company or its affiliates.
Measures and procedures are evaluated and reviewed to ensure their effectiveness.
The Board of Directors provides the appropriate approval, monitors the implementation of the strategic directions and
objectives and ensures the existence of the necessary financial and human resources, as well as the existence of an
internal control system. Defines and / or delimits the responsibilities of the Chairman, Chief Executive Officer and / or
the Deputy Chief Executive Officer, who (deputy) exercises them, if any. The Company encourages the non-executive
members of the Board of Directors to take care of their information, regarding the above issues. The non-executive
members of the Board of Directors meet at least annually, or even extraordinarily when deemed appropriate without the
presence of executive members to discuss the performance of the latter. In these meetings the non-executive members
do not act as a - de facto- body or committee of the Board of Directors. The Chairman, the Chief Executive Officer and
the senior management ensure that any information necessary for the performance of the duties of the members of the
Board of Directors is available to them at any time.
At the beginning of each calendar year, the Board of Directors adopts a meeting calendar and an annual action plan,
which is revised according to the developments and needs of the company, in order to ensure the correct, complete and
timely fulfillment of its duties, as well as examining all the issues on which it takes decisions.
Immediately after its election, the Board of Directors meets and convenes in a body, electing the Chairman and his Vice-
Chairman, and the BoD may elect one or more Directors or Managing Directors from among its members, determining,
at the same time, their responsibilities.
The members of the Board of Directors may be granted remuneration or compensation, the amount of which is approved
by the Ordinary General Meeting by a special decision.
The duties and responsibilities of the members of the Board of Directors are described below:
Chairman of the Board
The Chairman of the Board of Directors is elected by BoD and according to paragraph 1 of article 8 of Law 4706/2020 he
is a non-executive member. If the Board of Directors, by way of derogation from the provisions of the above-mentioned
paragraph, appoints one of its executive members as Chairman, then it must appoint a vice-chairman from among the
non-executive members (par. 2 article 8 of Law 4706/2020). Furthermore, in the event that neither the Chairman nor the
Vice Chairman is appointed from among its independent non-executive members, then one of the independent non-
executive members of the Board of Directors is appointed as the Senior Independent Director.
The Chairman coordinates the function of the Board of Directors and presides over it, exercising the responsibilities
provided by law and the articles of association. His duties include convening the Board of Directors, determining the
items on the agenda of its meetings, and ensuring the good organization of its work and the efficient conduct of its
meetings. Ensures the timely and correct information of the members of the Board of Directors, based on the fair and
equal treatment of the interests of all shareholders, the maximization of the return on investments and the protection
of the Company's property. Coordinates the implementation of the corporate governance system of the Company and
its effective implementation. It also presides over the General Assembly, until the election of its Chairman in accordance
with the provisions of article 129 of Law 4548/2018.
Vice-Chairman of the Board of Directors
The Vice Chairman of the Board of Directors replaces the Chairman when he is absent or unable to perform his non-
executive duties. He is elected in the same way as the Chairman and is responsible for the coordination and effective
communication of the executive and non-executive members of the Board of Directors.
The independent non-executive Vice Chairman or the Senior Independent Director, as the case may be, has the following
responsibilities: to support the Chairman, to act as a liaison between the Chairman and the members of the Board of
Directors, to coordinate the independent non-executive members and to lead the evaluation of the Chairman.
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Chief Executive Officer
The Chief Executive Officer is responsible for ensuring the smooth, orderly, law compliance and efficient operation of the
Company, in accordance with the strategic objectives, business plans and action plan, as determined by decisions of the
Board of Directors and the General Assembly and the legal / regulatory framework. The Chief Executive Officer
participates and reports to the Board of Directors of the Company and implements the strategic choices and important
decisions of the Company.
Members of the Board of Directors Executive, non-Executive and Independently non-executive
The Board of Directors, when convenes in a body, determines the responsibilities of the executive and non-executive
members of the Board of Directors
Α) The executive members are those who deal with the day-to-day affairs of the Company's management. The Board of
Directors, with its decisions, may assign them specific areas of action. These members can be heads of services and
generally assist the CEO in his work. They also ensure the implementation of the strategies set by the Board of Directors
and consult with the non-executive members of the Board of Directors on a regular basis the implementation, and
appropriateness of these strategies. In case of crisis or risk situations, as well as when required due to circumstances that
are reasonably expected to significantly affect the Company, the executive members immediately inform the Board of
Directors i as well as written, either jointly or separately, submitting a report with their assessments and proposals.
B) The non-executive members of the Board of Directors do not have executive responsibilities in the management of
the Company. The tasks assigned to them, in addition to the general tasks assigned to them by their capacity as members
of the Board of Directors, include the systematic supervision and monitoring of decision-making by the management.
They also participate in boards, committees, groups as well as in other collective bodies of the Company. Indicatively,
their responsibilities include j) The monitoring and examination of the Company's strategy and its implementation, as
well as the achievement of its objectives ii) Ensuring the effective supervision of the executive members, including the
monitoring and control of their performance. iii) Examining and formulating opinions on proposals submitted by
executive members, based on existing information.
C)The category of non-executive members also includes the independent non-executive members of the Board of
Directors, who by definition and during their term of office meet the independence criteria of article 9 of law 4706/2020,
ie do not hold a direct or indirect percentage voting rights greater than zero point five percent (0,5%) of the share capital
of the Company and are free from financial, business, family or other dependent relationships, as these are indicatively
defined in no. 9 par. 2 of law 4706/2020, and which may affect their decisions and their independent and objective
judgment. The fulfillment of the conditions for the qualification of a member of the Board of Directors as an independent
is reviewed by the Board of Directors at least on an annual basis per financial year and in any case before the publication
of the annual financial report, which includes a relevant finding. If during the relevant audit of the fulfillment of the
conditions or in case at any time it is found that the conditions are no longer met in the person of an independent non-
executive member, the Board of Directors takes the actions provided by the Company's Articles of Association and this
Regulation to replace off. The independent non-executive members submit, jointly or individually, reports and reports to
the regular or extraordinary general meeting of the Company, regardless of the reports submitted by the Board of
Directors.
According to the Company's Internal Operating Regulations, the executive and non-executive Members of the Board of
Directors do not participate in the Boards of Directors of more than five (5) listed companies, and in the case of the
Chairman, more than three (3).
In addition, the members of the Board of Directors receive the agenda of the next meeting and the supporting documents
in time, ie before the expiration of the mandatory deadlines of the Law, so that they can be studied, taking into account
each time the complexity of the to discuss issues
In the meetings of the Board of Directors that have as subject the preparation of the financial statements of the Company
or when the agenda includes issues for the approval of which a decision is foreseen by the General Meeting with increased
quorum and majority according to Law 4548/2018, the Board of Directors is in quorum when at least two (2) independent
non-executive members are present. In case of unjustified absence of an independent member in at least two (2)
consecutive meetings of the Board of Directors, this member is considered resigned. This resignation is confirmed by a
decision of the Board of Directors, which replaces the member.
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The Company submits to the Hellenic Capital Market Commission the minutes of the BoD meetings or the General
Meeting, which concerns the formation or term of office of the BoD members, within twenty (20) days of its end.
Composition of the Board of Directors during the 2024 financial year
The composition of the Board of Directors at the beginning of the 2024 fiscal year (01/01/2024) was defined as follows:
1. Georgia – Christina Giovani, Chairman, Executive Member,
2. Niki Achtypi, Vice Chairman, Non-Executive Member,
3. Ioannis Karampelas, CEO, Executive Member,
4. Konstantinos Angelopoulos, Member of the Board of Directors,
5. Konstantinos Drivas, Member of the Board of Directors,
6. Eleni Zenakou, Independent, Member of the Board of Directors,
7. Vasilios Mikas, Independent, Member of the Board of Directors.
At the Meeting of the Board of Directors of the Company No. 103/ dated 17.01.2024, the status of the position of the
Chairman of the Board of Directors was changed, he was changed from Executive Member to Non-Executive Member of
the Board of Directors and was partially reconstituted into a body as follows:
1. Georgia – Christina Giovani, Chairman , Non-Executive Member,
2. Niki Achtypi, Vice- Chairman , Non-Executive Member,
3. Ioannis Karampelas, CEO, Executive Member,
4. Konstantinos Angelopoulos, Independent, Non-Executive Member,
5. Konstantinos Drivas, Independent, Non-Executive Member,
6. Eleni Zenakou, Independent, Non-Executive Member,
7. Vasilios Mikas, Independent, Non-Executive Member.
On 24/04/2024, Ms. submitted her resignation, effective 25/04/2024. Eleni Zenakou from her position as an independent
non-executive member of the Board of Directors of the Company, as well as from her position as Chair of its Audit
Committee. Following the above resignation, initially the Board of Directors unanimously decided, during its meeting
dated 26/04/2024 (no. 109), to continue the management and representation of the Company without replacing the
aforementioned resigned member, in accordance with the provisions of article 14 par. 1 of the Company's Articles of
Association, as in force. Consequently, the Board of Directors of the Company, at its meeting held on 26/04/2024, by
unanimous decision, was reconstituted into a new 6-member body, with a term expiring on 19/12/2026, as follows:
1. Georgia – Christina Giovani, Chairman, Non-Executive Member,
2. Niki Achtypi, Vice Chairman , Non-Executive Member,
3. Ioannis Karampelas, CEO, Executive Member,
4. Konstantinos Angelopoulos, Senior Independent, Non-Executive Member,
5. Konstantinos Drivas, Independent, Non-Executive Member,
6. Vasilios Mikas, Independent, Non-Executive Member.
Subsequently, the Board of Directors, at its meeting of 16/05/2024, unanimously decided to proceed with the election of
a new temporary member to replace the aforementioned resigned member until the next General Meeting and for the
remainder of his term, given the fact that no alternate members had been elected during the 6th Extraordinary General
Meeting of Shareholders of 20/12/2023, when the Company's Board of Directors was elected. In the context of the
replacement procedure, the Company's Remuneration and Nominations Committee proceeded, in accordance with the
Law and its Operating Regulations, to complete the process of searching for and evaluating a suitable candidate member
to replace the aforementioned resigned member and submitted the no. 110.1/14-05-2024 its written recommendation
to the Board of Directors, which concerned the person of Mr. Charalambos Xydis, son of Ioannis. Following the above
recommendation, the Board of Directors initiated the procedure for evaluating the suitability of the aforementioned new
candidate for independent non-executive member of the Board of Directors, taking into account the above
recommendation of the Committee, the factors and criteria of individual and collective suitability determined by the
Company, as well as the independence criteria provided for in par. 1 and 2 of article 9 of law 4706/2020 and, in particular,
it verified the compliance of these criteria in accordance with the Suitability Policy adopted by the Company, the relevant
procedure provided for in the Operating Regulation of the Remuneration and Nominations Committee and the no.
60/18.9.2020 Circular of the Capital Market Commission, on the subject of "Guidelines for the Suitability Policy of article
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3 of law 4706/2020". Following all the above, the Board of Directors of the Company, at its meeting dated 16/05/2024
(no. 110), decided to: (a) elect, in accordance with par. 4 of article 9 of law 4706/2020, Mr. Charalambos Xydis, son of
Ioannis, to replace the above resigned member of the Board of Directors until the end of his term of office, a fact which
is announced at this Ordinary General Meeting, in accordance with article 82 par. 1 of law. 4548/2018 as in force, which
constitutes the immediately following general meeting of the Company's shareholders following the above
election/replacement, (b) temporarily assign to him the status of independent non-executive member of the Board of
Directors, until the next Ordinary General Meeting of the Company's shareholders, which would be called upon to decide
on the definitive assignment of the status of independent non-executive member, for the period thereafter, after the
Ordinary General Meeting, until the end of the term of office of the resigned independent non-executive member of the
Board of Directors, either to the aforementioned new member that the Board of Directors elected or to another existing
member of the Board of Directors or to a new member of the Board of Directors that the General Meeting may elect for
the aforementioned period until the end of the term of office of the resigned member, i.e. until 19/12/2026 and 17 of 18
(c) be reconstituted into a body with its current seven-member composition, namely as follows:
1. Georgia – Christina Giovani, Chairman , Non-Executive Member,
2. Niki Achtypi, Vice- Chairman , Non-Executive Member,
3. Ioannis Karampelas, Managing Director, Executive Member,
4. Konstantinos Angelopoulos, Senior Independent, Non-Executive Member,
5. Konstantinos Drivas, Independent, Non-Executive Member,
6. Vasilios Mikas, Independent, Non-Executive Member.
7. Charalambos Xydis, Independent, Non-Executive Member
By decision of the Ordinary General Meeting, held on 3 July 2024, the election of the above Temporary Independent Non-
Executive Member of the Board of Directors was announced and (a) the election of Mr. Charalambos Xydis as an
independent non-executive member of the Company's Board of Directors was ratified in replacement of the
aforementioned resigned member, Ms. Eleni Zenakou, and (b) the status of independent non-executive member was
definitively attributed to Mr. Charalambos Xydis, for the period thereafter, after the said Ordinary General Meeting, until
the end of the term of office of the resigned independent non-executive member of the Board of Directors, i.e. until
19.12.2026.
It is noted that in accordance with paragraph 3 of article 9 of Law 4706/2020, the Board of Directors of the Company
reviewed, as evidenced by its minutes numbered 107, the fulfillment of the independence requirements of the
Independent Non-Executive Members, and found that these are met by the persons of the said Members.
On 31/03/2025, Ms. Georgia – Christina Giovani submitted her resignation from the position of Member of the Board of
Directors, as well as from her position as Chairman of the Company. Subsequently, by virtue of the decision of the Board
of Directors of the Company dated 01/04/2025, the latter decided, in accordance with the provisions of article 14 par. 1
of the current Articles of Association of the Company, to continue the management and representation of the Company
without replacing the aforementioned resigned member, taking into account that the number of members, including
independent non-executive members, as well as the composition of the remaining members are in compliance with the
regulatory requirements of the Greek Company Law and the Greek regulatory framework of Corporate Governance.
Following the resignation of Ms. Georgia - Christina Giovani from her position as Member of the Board of Directors, the
latter, by virtue of its aforementioned unanimous decision, was reorganized into a body, elected as Chairman and CEO of
the Company, Mr. Ioannis Karampelas and was appointed as follows:
1. Ioannis Karampelas, Chairman and CEO, Executive Member,
2. Niki Achtypi, Vice Chairman, Non-Executive Member,
3. Konstantinos Angelopoulos, Senior Independent, Non-Executive Member,
4. Konstantinos Drivas, Independent, Non-Executive Member,
5. Vasilios Mikas, Independent, Non-Executive Member.
6. Charalambos Xydis, Independent, Non-Executive Member.
Brief Curriculum Vitae (CV) of BOD members
• Mr. Ioannis Karampelas is an economist with a degree in Management and Marketing from the Middlesex University
in London and a master’s degree in International Economics and Management from the University of SDA BOCCONI
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35
in Milan. From 1998 to 2000 he was a Portfolio Asset Manager at the Enallaktiki Financial Services, while from 2000
to 2005 he was the General Manager of DAKAR SA. From 2012 to 2015 he was elected Member of Parliament for
Viotia, while from 2015 until today he is a member of the Board of Directors of a Commercial and Technical Societe
Anonyme. He speaks fluent English and Italian and has knowledge of German language.
• Ms. Christina – Georgia Giovani has 30 years of experience in the banking and consulting sector, having held senior
positions in international financial organizations and companies. Starting her career with INTERBANK, she then served
in positions of responsibility at AMERICAN EXPRESS Bank and ABN AMRO Bank in the areas of financing, financial
restructuring & credit assessment. At the same time, he gained expertise in public financial matters & public
administration as a special financial advisor to the Municipality of Athens and the Ministry of Finance. As Managing
Director & Legal Representative of DEPFA Bank and later as Managing Partner of KBR Corporate Finance GmbH, he
established the presence of two international organizations in Greece, developing their business activities in the fields
of financing, private equity and financial consulting.
During the period December 2019 – 2023, as Deputy Chairman of the Board of Directors (Executive Member) of the
Deposit and Loan Fund, she made a decisive contribution to the strategic restructuring, digital transformation and
also to the deepening of the organization's relations with peer development agencies EU, with the aim of attracting
expertise and promoting a corporate culture of learning and progress. He holds an MBA from New Hampshire College,
USA (1993) and an undergraduate BSc in Business Administration from the American College of Greece (1992). In
addition, he holds a Graduate Level Certificate in Special Studies in Administration & Management from the Extension
School of Harvard University (1994) and received in 2021 the internationally recognized International Directors
Program (IDP-C) certification in Corporate Governance from the Institut Euro-peen d' Administration des Affaires
(INSEAD). With a special desire to deeply understand human psychology and to contribute to its corporate
environment, especially in conditions of uncertainty, he has completed numerous leadership and personal
development programs and recently received a Certification from the National & Kapodistrian University of Athens
regarding the Theoretical and Practical Background and Support Frameworks for Stress (2023).
• Ms. Niki Achtypi is a lawyer, a graduate of the Law School of the Democritus University of Thrace and holder of a
master's degree in "Ms in Banking and Finance Law - The Financial and Institutional Framework of Money and Capital
Markets" from the University of Piraeus. She has been working for more than ten years as a lawyer, specialized in
matters of public contracts, corporate and labor law and as a legal advisor to entities in the private and public sector.
He was a member of the Investment Council for the loans of the Recovery and Resilience Fund as well as a legal
advisor to the responsible Minister for the National Recovery and Resilience Plan "Greece 2.0". He is a member of the
Greek Chamber of Commerce and speaks English and French.
• Mr. Vasilios Mikas received his degree in Chemical Engineering from the National Technical University of Athens,
with a dissertation on liquid waste treatment. He has been a member of the Technical Chamber of Greece (TEE) since
1985, and successfully attended the Postgraduate Program in Business Administration at EEDE in 1992-3.
From 1985 to 2000 he was continuously employed in important export companies of the chemical industry, in the
private sector, in managerial positions. During this period, he dealt with issues of international trade of products of
strict specifications, developing and managing relevant quality processes, technical marketing, and comparative
evaluation of commercial collaborations.
Since 2000, he has been operating as an administrator in a company owned by him, in the marketing of special
chemical additives, cooperating with international companies and supplying Greek export companies. As an
Independent Non-Executive member of the Board of Directors of ADMIE Holding SA, he participates as a member of
Board committees, specifically the Audit Committee and the Remuneration & Nominations Committee.
• Mr. Konstantinos Drivas is a graduate of the Department of Informatics of the School of Sciences of the Hellenic
Open University of Patras. He holds a master’s degree from the School of Humanities of the Hellenic Open University
in Educational Sciences.
He has been working at EYDAP since 1993, serving in various fields and taking on various positions of responsibility,
including Director of Operational & Administrative Support under the Responsibility of Facility Security and Deputy
Director of Customer Service under the Coordination and Operation of the Regions.
He is active in the Local Government and has been a Municipal Councilor of Halandri (2010-2014) participating in
various Committees of the Municipality. In 2014, he was appointed as a Regular Member of the Board of Directors of
the General Hospital of Attica "SISMANOGLIO-AMALIA FLEMING" and the General Hospital Paidon Pentelis, who is
connected to it.
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• Mr. Konstantinos L. Angelopoulos holds a Diploma in Mechanical Engineering from the Aristotle University of
Thessaloniki (AUTH) and a Master's degree in Operations Research from the London School of Economics (LSE). For
the last twenty years, he has been professionally involved in real estate management, attracting investments and
designing investment policies. while since July 2020 he has been an independent non-executive member of the Board
of Directors of IPTO Holding. He has served as a manager and member of the Board of Directors of companies as well
as as an advisor to the Ministries of Economy and Finance, and Development.
• Mr. Charalambos Xydis is a partner in the Risk Advisory department of tgs (Greece), providing Internal Audit, Risk
Management, Regulatory Compliance and Corporate Governance services. He has more than 25 years of professional
and consulting experience in Internal Audit, collaborating with large groups of companies, the majority of which are
listed on the Athens Stock Exchange, with specialization in the Energy sector. He holds a degree in Business
Administration and Organization from Deree College and a Master’s degree in Internal Audit from City University
Business School – UK. He is a Certified Risk Management Assurance (CRMA) Certified Auditor from the Institute of
Internal Auditors and a Certified Fraud Examiner, and served as Chairman of the Anti-Fraud Institute (ACFE Greece)
from 2020 to 2023. He is an exclusive trainer for Greece, Cyprus and Eastern European countries, teaching the
preparation courses for the Certified Fraud Examiner (Association of Certified Fraud Examiners – ACFE) professional
certification. He has also taught in the Internal Audit Program (now MBA Internal Auditing) of the National and
Kapodistrian University of Athens. He is a regular member of the Hellenic Institute of Internal Auditors, of which he
served as Director between 2012-2014, and of Transparency International Greece, with a catalytic presence in the
launch and establishment of the Business Integrity Forum (BIF) program as the person responsible for its planning,
coordination and implementation in Greece.
The members of the Company's Board of Directors, their status and their CVs are posted on the Company's website
http://www.admieholding.gr (Corporate Governance/Board of Directors).
The members of the Board of Directors of the Company, as well as its Executives, did not own shares of ADMIE Holding
S.A. on December 31, 2024. with the exception of the CEO who held 10.000 (0,004%). Furthermore, in February of the
current fiscal year 2025, the CEO acquired an additional 5.000 shares, bringing his total holding to 15.000 shares (0,006%).
Participation of the Board Members
The fees that the members of the Board received, including the social insurance contributions, during the fiscal year 2023
are analyzed as follows:
FULLNAME
STATUS
Number of meetings
B
AC
NC
GIOVANI GEORGIA
PRECIDENT OF THE BoD / NON EXECUTIVE
MEMBER
22/22
ACHTYPI NIKI
VICE CHAIRMAN OF THE BOARD OF
DIRECTORS/ NON-EXECUTIVE MEMBER
22/22
KARAMPELAS IOANNIS
MANAGING DIRECTOR/ EXECUTIVE
MEMBER
22/22
MIKAS VASILEIOS
INDEPENDENT NON-EXECUTIVE MEMBER
22/22
29/29
11/11
DRIVAS KONSTANTINOS
INDEPENDENT NON-EXECUTIVE MEMBER
22/22
29/29
11/11
ANGELOPOULOS
KONSTANTINOS
INDEPENDENT NON-EXECUTIVE MEMBER
6/6
1/1
11/11
ZENAKOU ELENI
INDEPENDENT NON-EXECUTIVE MEMBER
6/6
19/19
XYDIS CHARALAMBOS
INDEPENDENT NON-EXECUTIVE MEMBER
15/15
9/9
BD: Board of Directors Meeting, EE: Audit Committee Meeting, OSH: Remuneration & Nominations Committee Meeting
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AUDIT COMMITTEE REPORT 2024
to the Shareholders during the Annual General Meeting,
in accordance with paragraph 1 of article 44 of Law 4449/20217
1. Audit Committee
The Extraordinary General Assembly 20/12/2023 after a legal vote, determined that the Audit Committee of the Company
will be a Committee of the Board of Directors, in accordance with the Regulations of the Company, will be composed of
three (3) non-executive and independent, as defined in article 9 par. 1 and 2 of Law 4706/2020, as applicable, members
of the Board of Directors of the Company and their term of office will coincide with the term of the Board of Directors,
i.e. it will be three years, starting from the 20th. 12.2023 and expired on 19.12.2026.
The members of the Audit Committee, who meet the criteria set by the Law. 4449/2017, and have sufficient knowledge
of the sector in which the Company operates. At least one of its members, who has sufficient knowledge and experience
in auditing or accounting, must attend the meetings of the Audit Committee related to the approval of the financial
statements.
The Chairman of the Audit Committee is appointed by its members during the meeting in which the Committee is
constituted as a body , and possesses the required expertise and experience in order to oversees audits, accounting and
financial policies and procedures that fall within the Commission's responsibilities.
1.1 Staffing
The Company's Audit Committee on January 1, 2024 had the following composition:
I.Eleni Zenakou, Chairman of the Audit committee [Independent non-executive member of the Board of Directors].
ii. Konstantinos Drivas, Audit committee Member [Independent non-executive member of the Board of Directors]
and
iii. Vasilios Mikas, Audit committee Member [Independent non-executive member of the Board of Directors].
On 24 April 2024, Ms. Eleni Zenakou submitted her resignation (effective 25 April 2024) from her position as Independent
Non-Executive Member of the Board of Directors of the Company and from her position as Chair of the Audit Committee
of the Company. On 26 April 2024, the Board of Directors of the Company met (meeting no. 109) and unanimously
decided to accept the resignation of Ms. Eleni Zenakou. At the same meeting, the Board of Directors of the Company
unanimously decided to elect Mr. Konstantinos Angelopoulos (Independent Non-Executive Member of the Board of
Directors) as a new member of the Audit Committee, in replacement of the resigned member Ms. Eleni Zenakou.
Following this, the Audit Committee met on 26 April 2024 (meeting no. 84) in order to constitute itself into a Body and
appoint a new Chairman. The members of the Committee unanimously decided to assign the duties of the Chairman of
the Committee to Mr. V. Mikas and the Audit Committee was constituted into a Body as follows:
i.Vassilios Mikas, Chairman of the E.E. [Independent non-executive member of the B.O.D.].
ii. Konstantinos Drivas, Member of the E.E. [Independent non-executive member of the B.O.D.] and
iii.Konstantinos Angelopoulos, Member of the E.E. [Independent non-executive member of the B.O.D.].
The Board of Directors of the Company at its meeting no. 110 which took place on 16 May 2024 elected as a new temporary
member Mr. Charalambos Xydis as Independent Non-Executive Member, in replacement of the resigned member Ms. Eleni
Zenakou, until the next General Meeting and for the remainder of his term, namely until 19 December 2026.
Also, at the same meeting, the Board of Directors appointed Mr. Charalambos Xydis as a member of the Company's Audit
Committee, in replacement of Mr. Konstantinos Angelopoulos. The Audit Committee met on 16 May 2024 (meeting no. 85)
in order to be constituted into a Body and to elect a new Chairman. The members of the Committee unanimously decided
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\ADMIE HOLDING S.A.
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to assign the duties of the Chairman of the Committee to Mr. Ch. Xydis and the Audit Committee was constituted into a Body
with the following composition, in force until now:
i.Charalambos Xydis, Chairman of the E.E. [Independent non-executive member of the Board].
ii. Konstantinos Drivas, Member of the E.E. [Independent non-executive member of the Board] and
iii.Vasilios Mikas, Member of the European Parliament [Independent non-executive member of the Board of Directors].
At the Company's Annual General Meeting dated July 3, 2024, the status of Independent Non-Executive Member of the
Company's Board of Directors was definitively assigned to Mr. Charalambos Xydis.
1.2 Responsibilities
The purpose of the Audit Committee is to support the Board of Directors in its duties regarding:
i. The supervision of the external statutory auditor of the Company's financial statements
ii. The overview of the financial reporting process and the assurance of the integrity of the financial statements.
iii. Regulatory compliance and risk management systems
iv. The effectiveness of the Company's Internal Control Systems in relation to financial information
v. Monitoring the efficiency and performance of the Internal Control Unit
vi. The overview and adequacy of the Internal Control and Risk Management System and the process of monitoring
compliance with laws and regulations.
vii. The selection process, as well as monitoring the performance and independence of the External Auditors.
The Audit Committee, retaining the full responsibility of the members of the Board of Directors for the following issues,
has indicatively the following informational and supervisory powers in accordance with article 44 paragraph 3 of Law
4449/2017:
1) Monitors the statutory audit of the Annual Financial Statements and, explains how the statutory audit contributed
to the integrity of the financial information and what was the role of the audit committee in that process, taking
into account any findings and conclusions of the competent authority, in accordance with para .6 of article 26 of
Regulation (EU) no. 537/2014
2) Informs the Company's Board of Directors by submitting the relevant report on the result and issues arising from
the regular audit, explaining in detail: a) the contribution of the external regular financial audit to quality and
integrity of the financial information, i.e. the accuracy, completeness and correctness of the financial information,
including the relevant disclosures, approved by the Board of Directors and made public and b) the role of the
Commission in the above procedure under (a), i.e. recording of the actions taken during the process of carrying out
the regular financial audit. In the context of the above information to the Board of Directors, the Audit Committee
takes into account the content of the supplementary report submitted by the Statutory Auditor and which contains
the results of the audit carried out and meets at least the requirements of article 11 of the Regulation (EU) No
537/2014.
3) Monitors, examines and evaluates the process of drafting the financial information, i.e. the production mechanisms
and systems, the flow and diffusion of the financial information produced by the involved organizational units of
the Company. The above actions include any information made public in relation to the Company's financial
information, beyond the financial statements that are made public (eg stock exchange announcements, press
releases). In this context, the Audit Committee informs the Board of Directors of its findings and submits
recommendations or proposals to improve the process and ensure its integrity, if deemed appropriate.
4) Monitors, examines and evaluates the adequacy and effectiveness of all the Company's political procedures and
security measures, regarding, on the one hand, the Internal Control System, and on the other hand, the evaluation,
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quality assurance and risk management of the Company in relation to financial reporting. Regarding the operation
of internal control, the Audit Committee monitors and inspects the proper operation and staffing of this Internal
Control Unit, in accordance with professional standards, as well as the applicable legal and regulatory framework
and evaluates the work, its adequacy and effectiveness, without infringing its independence. Also, the Audit
Committee reviews the information published in terms of internal control and the main risks and uncertainties of
the E-company, in relation to financial information. In this context, the Audit Committee informs the Board of
Directors of its findings and submits recommendations or proposals to improve the process and ensure its integrity,
if deemed appropriate.
5) Oversees and monitors the independence of Certified Public Accountants or Audit Firms, as well as the
appropriateness of their provision of non-audit services to the Company.
6) It is responsible for the selection process of Chartered Accountants or Audit Firms and proposes the Chartered
Accountants or Audit Firms to be appointed, as well as their remuneration.
In addition, according to par.1 of article 44 of Law 4449/2017, the Audit Committee submits an Annual Report of its
actions to the shareholders during the Annual General Meeting. This report includes the description of the sustainable
development policy followed by the audited entity.
The Audit Committee also proposes to the Company's Board of Directors the head of the Internal Audit Unit in accordance
with article 15 par.2 of Law 4706/2020.
It takes into consideration and examines the most important issues and risks that may have an impact on financial
statements of the Company. In this context, it examines and evaluates indicatively the following:
• The Company's compliance with the legislative and regulatory framework, through the supervision of the
regulatory compliance project
• the use of the going concern assumption
• the important judgments, assumptions and estimates during the preparation of the Financial Statements
• the valuation of assets at fair value
• the recoverability of assets
• the accounting treatment of acquisitions
• the adequacy of disclosures about the significant risks faced by the Company, as well as the adequacy of the Risk
Management Policies and Procedures applied by the Management
• the significant transactions with related parties and
• significant unusual transactions
The Committee uses whatever resources it deems appropriate to fulfill its purposes, including services from outside
consultants, and therefore should be provided by the Company with sufficient funds for this purpose.
2. The Procedures
A. Audit Committee Annual Activity Report 2024
The Audit Committee, within the framework of its responsibilities as determined by the relevant legislation and its
operating regulations and in particular in accordance with par. 1 of article 44 of Law 4449/2017, prepares this Annual
Report of its activities to the shareholders during the Annual General Meeting, where it formulates its Conclusions for
the fiscal year 2024.
During the year 2024, the Audit Committee met 29 times and monitored, reviewed and evaluated (a) the significant issues
and risks that may have had an impact on the Company's financial statements and the process of preparing financial
information, (b) the adequacy and effectiveness of all of the Company's policies, procedures and security controls, with
regard, on the one hand, to the internal control system, and on the other hand to the assessment, quality assurance and
risk management of the Company in relation to financial information, c) the proposal to the Company's Board of Directors
of the new head of the Internal Audit Unit, d) the process of selecting an evaluator of the Corporate Governance System
and (e) any other relevant issue concerning the internal organization and operation of the Company.
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With the composition it had as of 1/1/2024, the EU dealt with 19 Meetings during the first half of 2024 on issues related
to the 2023 fiscal year. With the current composition, the EU held 9 meetings in 2024 that included multiple topics, which
is why fractions appear in the table below. In early 2025, the EU continued its meetings, providing, with the same tactic
of multiple topics per meeting, that at least 8 meetings related to the 2024 fiscal year will be held in 2025.
In more detail, the Audit Committee, according to the EU Meeting Calendar for 2024, which was approved with the
MINUTES of the Audit Committee No. 71, dealt with the following main topics:
Audit Committee Meetings within the fiscal year 2024
Audit Committee E Issues (Constitutions, Work Program) 3 meetings
Internal Audit Unit Issues (Head Recruitment, Program, Quarters) 8 meetings
Regulatory Compliance and Risk Management Issues (4 meetings)
Unit Heads' Report and Evaluation 2023 (ME, MCS, MDC 2 meetings)
Audit Committee Annual Report 2023 (3 meetings)
Meetings with management for the preparation of financial statements (2 meetings)
Meetings with the Certified Auditors on the audit of Semi-Annual and Annual Financial Statements (4 meetings)
Selection of an External Audit Firm for the audit of fiscal year 2024 (2 meetings)
Evaluation of offers and company recommendation for the assessment of the Corporate Governance System in
accordance with article 4 of Law 4706/2020
B. Selection procedure for certified public accountants - auditing firms
The Audit Committee, within the framework of its responsibilities and duties, as defined by the relevant legislation, and
in particular by Law 4449/2017, art. 44. par. 3f and its Operating Regulation, met on June 4, 2024 in order to decide on
all necessary actions regarding the management of the selection process of the Certified Auditors for IPTO Holding S.A.
for the financial year 2024. The members of the Committee, based on Article 17 "Duration of the audit work" of EU
Regulation 537/2014 and taking into account the successful cooperation between the Company and the Certified
Auditors of SOL CROWE who had undertaken the relevant financial audit work on the financial and non-financial
statements for the year 2023, concluded that there is no reason to change the Certified Auditors for the year 2024.
In this context, the Committee informed SOL CROWE to send a technical and financial offer for the conduct of the regular
audit of the financial year 2024, for the review of the interim financial statements and for the issuance of a tax compliance
report.
The Committee evaluated on June 6, 2024 the offer received from SOL Crowe and, after ascertaining its independence,
unanimously decided and recommended the selection of SOL CROWE to conduct the regular audit of the fiscal year 2024,
to review the interim financial statements and to issue a tax compliance report. For the conduct of the above audits, SOL
CROWE proposed its Certified Public Accountants, Mrs. Katsimicha Athina with SOEL ID number 33101 and Mrs. Keramitzi
Athina with SOEL ID number 29421, as Regular Auditors, as well as Mrs. Angelidi Eva with SOEL ID number 15331 and
Mrs. Chalepa Despina with SOEL ID number 24341, as Alternate Auditors.
C. Evaluation of the Internal Control System
The Audit Committee, within the framework of its responsibilities and duties, closely monitored the work carried out by
the Company's Internal Audit, Regulatory Compliance and Risk Management Units for the year 2024. The Committee had
excellent cooperation with the heads of these Units, while it met (5) times in 2024 and four (4) times in 2025 to discuss
and/or be informed about internal audit, regulatory compliance and risk management issues of the Company relating to
the fiscal year 2024.
The Committee, taking into account: a) the overall work of the Units and their contribution to the internal organization
and operation of the Company, b) the needs of the Company in terms of its regulatory obligations and the assessment of
the risks it faces and c) the type of assurance it received regarding the identification of risks and the way they are
mitigated, considers that the Company's Internal Audit System has been adequately designed and operates effectively,
with a view to achieving the Company's strategic and operational objectives.
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The Head of the Internal Audit Unit, in her Annual Report on the Unit's activity in 2024 submitted to the Audit Committee,
states the following regarding the Internal Audit System:
"The Internal Audit Unit in 2024 collaborated effectively with both the Regulatory Compliance Unit and the Risk
Management Unit, the other two components of the IMS. The Internal Audit Unit has taken into account the relevant
risks (where applicable) and their rating, as described in the existing Risk Register in order to prepare its own Annual
Work Plan based on Risk 2025. In addition, it was informed about the Action Plan of the aforementioned Units for the
year 2024 as the monitoring of the activities of the above units is part of the proper functioning of the Company's internal
control system. Based on the Scope of Work Performed, according to the audits and their results as well as according to
the activities of the Company's departments during the year 2024, our audit opinion is that the Company's Internal
Control System operates at a relatively satisfactory level.”
D. Audit of the financial statements
The Audit Committee, regarding the Audit of the Annual Financial Statements, acted within the framework of its
responsibilities in accordance with the Regulation of Operation of the Audit Committee and in particular in accordance
with paragraphs 1.1 and 1.2 of this Report.
Specifically, the Audit Committee states that the frequency of its communication with the Certified Auditors of SOL Crowe
was based on the requirements of the audit of the 2024 corporate financial statements and the information needs of the
Audit Committee. Within 2024 and for information purposes regarding the process of auditing the Company's financial
statements, the Audit Committee met six times with the Certified Auditors of SOL Crowe.
According to the Draft Supplementary Jury Report, it is true that:
Important control issue
How was the significant audit matter addressed during
our audit
1. Accounting and valuation of the investment in a jointly controlled entity
On 31/12/2024 the carrying amount of the investment in
IPTO S.A., which is accounted for using the equity method,
amounts to 745.937 thousand in the statement of
financial position and constitutes 97,14% of the total
assets of the Company.
The Company's Management evaluates the investment in
IPTO S.A., in which it participates with a percentage of
51%, based on the provisions of IFRS 11 as a "jointly
controlled" company and measures this investment using
the equity method, in accordance with IAS 28 and IFRS 11.
The equity method provides that the investment is
initially recognized at cost and is subsequently adjusted to
take into account the change in the investor's share in the
net assets of the issuer after the acquisition. The
investor's results include its share of the issuer's profits or
losses and the investor's total income includes its share of
the issuer's total income.
The investment is reduced by dividend payments from the
issuer to the investor as well as any impairments, which
are determined if there are any relevant indications of
impairment.
This area was assessed as a significant matter for our audit
due to the size of the investment in the total financial
statements and the amount of income derived from the
company's participation in the results of the jointly
controlled entity.
The audit procedures that we performed, among others,
are as follows:
- We reviewed and evaluated the information and data
used by management regarding the assessment of "joint
control", the application of the appropriate accounting
policy and the measurement of the investment in the
financial statements using the equity method, applying
the instructions of IFRS 11 and IAS 28.
- Based on the audited consolidated financial statements
of IPTO S.A. for the year ended 31/12/2024, we
recalculated the Company's share of the profits of the
jointly controlled entity of € 75.702 thousand, which was
recognized in the income statement and the amount of €
863 thousand recognized in other comprehensive income
for the year ended 31/12/2024.
- We assessed the Management's assessment regarding
the identification of any indications of impairment.
- We assessed the adequacy and appropriateness of the
disclosures in notes 2.4, 2.5 and 4 of the financial
statements.
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Information regarding the company's accounting policies
and significant judgments for the investment in the jointly
controlled entity are described in notes 2.4, 2.5 and 4 to
the financial statements.
2. Restatement of financial statements due to change in accounting policy for subsequent measurement of
tangible fixed assets of the jointly controlled entity
Within the reporting period ended December 31, 2024,
the Management of IPTO S.A. proceeded to change the
accounting policy of the subsequent measurement of the
tangible fixed assets of the jointly controlled company,
from fair value to historical cost, except for real estate
used for offices (land and buildings). The accounting
policy change in question was applied by the
Management of IPTO S.A. with the retrospective
application method, in accordance with IAS 8.
Consequently, the Company's Management also
proceeded to restate the comparative items of the
financial statements as of December 31, 2024, specifically
the income statements, investments accounted for using
the equity method and other reserves of previous years,
in order to reflect the results of this change.
Due to the significance of the impact of the policy change
on these comparative amounts of the financial
statements as of December 31, 2024, this matter was
assessed as significant for our audit.
Information regarding the change in accounting policy is
described in note 2.6 of the financial statements.
The audit procedures that we performed, among others,
are as follows:
- We received the financial statements of the jointly
controlled company approved by the Board of Directors
of IPTO S.A. and audited by a Certified Public Accountant
for the reporting period ended December 31, 2024 and
examined the appropriateness of the application of the
change in accounting policy regarding the subsequent
measurement of tangible fixed assets from fair value to
historical cost, in accordance with IAS 8.
- We assessed the impact of the change in accounting
policy on the comparative figures of the Company's
financial statements as of December 31, 2024 and
specifically on the income statements, investments
accounted for using the equity method and other reserves
of previous years.
- We confirmed that the goodwill reserve remaining as an
element of the Company's equity at the balance sheet
date relates only to fixed assets measured at fair value.
- We assessed the adequacy and appropriateness of the
disclosures in note 2.6 of the financial statements.
The Certified Auditors of SOL Crowe, in the context of their audit and based on the audit evidence they received, informed
us that:
It did not come to their attention that there is a material change compared to the previous year in the accounting
principles and policies, the basis of consolidation and the valuation (measurement) methods used for the assets and
liabilities of the financial statements. In particular, that 'all assets and liabilities have been measured at acquisition cost
less any potential impairment except for the fixed assets of IPTO S.A., which are revalued to fair values at regular intervals.
It is noted that in the closing fiscal year 2024, IPTO S.A. changed the accounting policy for the subsequent measurement
of its tangible fixed assets from fair value to historical cost, except for properties used for offices (land and buildings).
This specific change, in accordance with the provisions of IAS 8, was applied retrospectively. Consequently, the Company
also restated the comparative income, equity accounted investments and other reserves of prior years to reflect the
results of this change.
No significant weaknesses in internal control were identified during the audit, other than those assessed as immaterial
and reported in the Supplementary Report to the Audit Committee. They reviewed the appropriateness of management's
use of the going concern basis of accounting, without any matters arising.
They treated the associated IPTO Group S.A. as a Consolidation of a Component in accordance with ISA 600 and
proceeded to prepare and send audit instructions to the auditor of the associated in accordance with ISA 600. They
examined the existence of risks of material misstatement of the financial statements that may be due to either fraud or
error and designed and performed audit procedures responsive to those risks and obtained audit evidence that was
sufficient and appropriate to provide a basis for their opinion.
Based on the knowledge they obtained during their audit of the Company and its environment, they did not identify any
material misstatements in relation to Legal and Regulatory Requirements.
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The Certified Auditors of SOL Crowe: They declared to us that they are independent of the Company, in accordance with
the Code of Professional Ethics of the International Federation of Accountants (Regulatory Act ELTE 004/2017,
Government Gazette B’ 3916/07.11.2017) as well as with the relevant provisions of Directive 2014/56/EU and Regulation
(EU) No. 537/2014 of the European Parliament and of the Council and Law 4449/2017.
We discussed with the Certified Auditors of SOL Crowe regarding the company’s compliance with the requirements and
the implementation of the obligations and instructions of the regulatory framework for audits of companies listed on the
Athens Stock Exchange for which the impediments of article 12 of Law apply. 3148/2003 and those arising from
Regulation 537/2014 EU. The impediments of the same Regulation 537/2014 EU also apply to audits of other public
interest undertakings. For other undertakings that do not belong to this category, the incompatibilities of article 15 of
P.D. 226/92 apply, as do the general incompatibilities and the general impediments to independence provided for in
article 20 of law 3693/2008, and already in articles 21 et seq. of law 4449/2017. "The discussion did not reveal that there
are any impediments for the auditors of SOL Crowe.
E. Description of sustainable development policy
The Company, in its Strategic Plan 2024-2026, states that its main goal is the continuous improvement of its operational
operations and performance, so as to best fulfill its mission. Its Strategic Goal is summarized in four main pillars:
(a) Preservation of the Company's Assets, their optimal performance and development and maximization of value for its
shareholders.
(b) Strengthening the Company's investment relations and parallel expansion of the share list through the attraction of
long-term investment capital.
(c) Operational upgrade and efficiency by modernizing the corresponding procedures and improving the security of the
Company's relevant infrastructure.
(d) Improving the services provided by the Company, through the upgrading of the knowledge, abilities and skills of its
employees.
One of the main challenges for the company's environment is adaptability to modern requirements with the following
main factors:
• Implementation of good practices aimed at promoting a culture of integrity, good governance and sustainable
development
• Adoption of policies, procedures and use of tools to address potential cybersecurity threats
• Specialization and Development of human capital
• Expansion of partnerships for the exchange of experiences, know-how and best practices.
According to the Strategic Plan, the Company's main priority is the Development of an ESG strategy and alignment with
international practices through the provision of knowledge on issues of sustainable development, health, safety,
technological and organizational knowledge as well as the development of creative thinking, skills and innovation.
The Company's objective is, always in compliance with the requirements of the applicable legal and regulatory
framework, the completion of a Sustainable Development Strategy – ESG Reporting in December 2025 and the further
Implementation of a Sustainable Development Strategy – ESG within 2026.
F. Audit Committee Self-Assessment
The Audit Committee, within the framework of the self-assessment exercise of the members of the Board of Directors
and its Committees, carried out a self-assessment of its work and operation for 2024, through a structured and targeted
questionnaire, which was prepared with the support of an independent external evaluator, based on which each member
carried out an individual and collective self-assessment of the body.
The result of the survey states that the Audit Committee "Performs in accordance with the requirements" in accordance
with the criteria set for the self-assessment areas.
G. Assessment of the Corporate Governance System
The Audit Committee, within the framework of its responsibilities within the fourth quarter of 2024, met in order to
recommend to the Board of Directors of the Company the selection of an independent evaluator for the conduct of an
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Assessment of the Corporate Governance System (hereinafter the "CGS") in accordance with the obligations provided for
in paragraph 1 of Article 4 of Law 4706/2020. The Board of Directors of the Company, in accordance with its Minutes of
Meeting dated 124/23.12.2024, unanimously decided to assign the Assessment of the GCS to the Company SOL CROWE,
by a project team independent of the Certified Auditors Accountants of our Company.
The work was performed within the first quarter of 2025, upon instruction from the Company's Board of Directors, in
accordance with the International Standard on Assurance Engagements 3000 (Revised), "Assurance Engagements Other
than Audits or Reviews of Historical Financial Information"
Within the framework of this work, limited assurance procedures were applied and a limited assurance report was issued
in accordance with the template and instructions decided and proposed by the Supervisory Board of SOEL. The work was
carried out within the first quarter of 2025.
3. Conclusion
By examining and evaluating (a) the significant issues and risks that may have had an impact on the Company's financial
statements and the process of preparing financial information, (b) the adequacy and effectiveness of all of the Company's
policies, procedures and safeguards, with regard, on the one hand, to the internal control system, and on the other hand
to the assessment, quality assurance and management of the Company's risks in relation to financial information, (c) the
conclusion of the assessment of the Company's Corporate Governance System and (d) any other relevant matter
concerning the internal organization and operation of the Company, the Committee considers that the operating needs
of the company are fully covered and its interests are safeguarded, in particular with regard to the monitoring of the
financial information process and the effectiveness of the operation of its internal control system.
15/04/2025
Chairman of the Audit Committee
CHARALAMPOS XYDIS
MEMBERS
VASILEIOS MIKAS KONSTANTINOS DRIVAS
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ANNUAL REPORT 2024
REMUNERATION AND NOMINATIONS COMMITTEE
TO THE BOARD OF DIRECTORS, SHAREHOLDERS AND EVERY INTERESTED PARTY
The company with the name IPTO HOLDING S.A. (hereinafter the "Company"), is a public limited company listed on the
Athens Stock Exchange.
The Company, following the provisions of paragraph 2 of article 10 of Law 4706/2020, which specifies that the
responsibilities of the Remuneration Committee and the Nomination Committee may be assigned to a single committee,
appointed the Remuneration and Nomination Committee, hereinafter the "Committee", with responsibilities as defined
in articles 11 and 12 of Law 4706/2020 and articles 109 to 112 of Law 4548/2018. This is documented by the Board of
Directors' decision of 11/07/2023 (Board of Directors' Minutes 92/2023) and in compliance with the provisions of Law
4706/2020 "Corporate governance of public limited companies, modern capital market, integration into Greek legislation
of Directive (EU) 2017/828 of the European Parliament and of the Council, measures for the implementation of Regulation
(EU) 2017/1131 and other provisions".
It is noted that prior to the adoption of the above decision, by the Board of Directors' decision of 26/3/2021, two different
Committees had been established, namely the Remuneration Committee and the Nomination Committee, which were
consolidated into one by the above Board Decision of 11/07/2023 and its initial composition was defined.
The Committee, with its current composition, was appointed as documented in the relevant minutes of the 102nd
Meeting of the Board of Directors on 20-12-2023. The Remuneration and Nominations Committee operates as a single
committee of the Board of Directors, consisting of three non-executive members of the Board of Directors, the majority
of whom are independent and with a term of office until 19/12/2026, following the term of office of the Board of Directors
that appointed it.
The Committee, applying the Company's Suitability and Remuneration Policies, presides over the process of submitting
candidacies for the election of members of the Board of Directors and prepares proposals to the Board of Directors
regarding the remuneration of its members and key senior executives in accordance with the applicable regulatory
provisions.
The actions of the Committee during the year 2024 are described in this Report, in detail on the pages that follow.
Finally, we should note that during the exercise of the Committee's work, we had and still have unhindered and full access
to all the information we need, while the Company provides the necessary infrastructure and spaces to effectively
perform our duties.
Athens, 12/04/2025
With regards
Chairman of the Remuneration and Nominations Committee
The members
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1 Purpose and Responsibilities of the Remuneration and Nominations Committee
The Remuneration and Nominations Committee aims to support the Board of Directors and supervise the compliance
procedures with the legislative and regulatory framework regarding the Company's Policies as follows:
Remuneration Policy: drafting of proposals to the Board of Directors regarding the remuneration of persons falling within
the scope of the remuneration policy, in accordance with article 110 of Law 4548/2018 and regarding the remuneration
of the Company's managers, in particular the head of Internal Control Unit. The Committee is also responsible for
informing and supporting the Board of Directors with specialized and independent advice regarding the design, review,
review and implementation of the Remuneration Policy, which is submitted for approval to the General Meeting of
Shareholders of the Company, in accordance with par. 2 of article 110 of Law 4548/2018
Suitability policy in accordance with the provisions of article 3 of Law 4706/2020 and the guidelines of the Capital Market
Commission, where the evaluation criteria regarding:
• individual suitability criteria
1.) Professional training, experience, adequacy of knowledge
2.) Interpersonal skills
3.) Reputation, ethics, honesty and integrity
4.) Conflict of interest
5.) Dedication of sufficient time
• collective suitability criteria
Evaluation Process in order to ensure the proper and prudent management of the Company by appropriate persons, the
members of the Board of Directors are evaluated on a continuous basis in terms of their ability to adequately cope with
their duties and ensure the interests of the Company and interested parties.
2.Staffing of the Committee
The Remuneration and Nominations Committee functions as a single committee of the Board of Directors, consisting of
three non-executive members of the Board of Directors, the majority of whom are also independent.
The current members of the Committee, as appointed during the 20/12/2023 Sub No. 102 Meeting of the Board of
Directors are as follows:
• Konstantinos Angelopoulos, Chairman of the Committee and Senior independent non-executive member of the
Board of Directors
• Konstantinos Drivas, Member of the Committee and independent non-executive member of the Board of Directors
• Vasilios Mikas, Member of the Committee and independent non-executive member of the Board of Directors
3.Meetings of the Commission
During fiscal year 2024, the members and their participation in the meetings of the Committee were as follows:
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Member of a Committee
Total Meetings
Number of meetings
attended in person
or by teleconference
Percentage (%) of
meetings attended
Konstantinos Angelopoulos, Chairman of the
Committee and Senior independent non-
executive member of the Board
11
11/11
100%
Vassilios Mikas, Committee Member and
independent non-executive member of the
Board
11
11/11
100%
Konstantinos Drivas, Committee Member and
independent non-executive member of the
Board
11
11/11
100%
In this context, the Committee met eleven (11) times within 2024, being in full quorum.
We also note that each member of the Committee can validly represent only one other member. In these cases, the
relevant authorization should be provided in writing. The Committee has a quorum when at least two members are
present. For the approval of decision-making, a majority of its members present is required and in the event of a tie, the
vote of the Chairman of the Committee prevails. The Committee may also meet by teleconference, while the preparation
and signing of minutes by all members of the Committee is equivalent to a meeting and a decision even if there has been
no previous meeting.
In the above meetings, all members were present (i.e. 100% participation rate) and discussed the following issues:
Number of meetings
Νο
Agenda Item
16/1/2024
5
Remuneration of the Head of the Internal Audit Unit
16/2/2024
6
Annual Assessment of BoD Members
6/3/2024
7
A. Assessment of BoD, Committees and members
6/3/2024
7
B. Remuneration Policy
6/3/2024
7
C. Other Issues
C1 Contracts of executive BoD members
6/3/2024
7
C2 Introductory briefing for new BoD members
22/3/2024
8
Annual Assessment of BoD and Committee Members for the year 2023 by the
Remuneration and Nomination Committee
3/4/2024
9
Review of the 2023 Remuneration Report and Preparation and Approval of the
2023 Annual Activity Report of the Remuneration and Nomination Committee
IPTO HOLDING S.A. (hereinafter "Report")
14/5/2024
10
Recommendation of a Candidate for the election of a new Member of the
Board of Directors (BoD) to replace a resigned one and Assessment of the
Suitability of the Candidate Member
23/5/2024
11
Meeting with the Regulatory Compliance Unit on issues related to the
supervision of the OHS Committee
6/6/2024
12
Review of the Company's Remuneration Policy
6/11/2024
13
Annual Assessment of BoD & Committee Members (individual and collective)
29/11/2024
14
Examination of offers from external consultants to support the Annual
Assessment of BoD and Committee Members
16/12/2024
15
Evaluation of offers from external consultants to support the Annual
Assessment of BoD and Committee Members
4.Detailed Report of Committee 2024
The Remuneration and Nominations Committee in 2024 dealt with the issues related to its responsibilities, as described
in the Company's Laws and Regulations:
Specifically:
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4.1.Remuneration Framework for Senior Executives
According to Law 4706/2020, as well as the decisions of the Company's Board of Directors, and in accordance with the
Committee's Operating Regulations, its duties include, among others:
"Formulate proposals to the Board of Directors regarding the remuneration of persons falling within the scope of the
Remuneration Policy, in accordance with article 110 of Law 4548/2018, so as to ensure that the head of the Internal Audit
Unit, senior executives and Consultants with a salaried employment relationship are rewarded in a manner
commensurate with the Company's remuneration policy, competition, the applicable institutional employment
framework and the interests of shareholders"
and in accordance with the Remuneration Policy of IPTO HOLDING S.A., among others:
"7.15. The fixed remuneration of the management executives is determined following a recommendation from the
Remuneration and Nominations Committee and approval by the Board of Directors within the framework of the annex
hereto and in accordance with the provisions of the relevant announcement for the coverage of each position, taking
into account the need to retain and retain persons with skills and professional abilities in the Company, the
responsibilities and operational requirements as well as the importance of the position, the special terms governing each
individual employment contract, as well as anything else deemed necessary for the specific position".
In the context of its above obligations, the Committee also, in accordance with the minutes No. 5 of its meeting dated
16/01/2024, discussed the annual remuneration of the head of the company's Internal Audit Unit and made a
recommendation to the Company's Board of Directors.
4.2.Remuneration Report
The Committee, within the framework of its responsibilities, as described in its Operating Regulations, according to its
Meeting Minutes No. 9 dated 03/04/2024, examined the information included in the final draft of the Annual
Remuneration Report 2023 and found that it reflects all the information required by law.
Following the above findings, the members of the Committee unanimously agreed to propose the submission of the 2023
Remuneration Report to the Board of Directors, so that it can be included in the Annual Financial Report 2023 and
submitted to the Ordinary General Meeting of Shareholders 2024, in accordance with article 112 of Law 4548/2018.
During the preparation of presentation, the Committee is in the same process of reviewing the 2024 Remuneration
Report, which will be completed before the publication of the 2024 Financial Statements.
4.3.Remuneration Policy
Within the fiscal year 2024, the Chairman of the Board of Directors of the Company discussed with the Committee
(Minutes 7) the necessity for a) Review of the text of the Policy in order to revise it if deemed necessary b) Conduct
benchmarking for remuneration of BoD members with a selected sample of listed companies in the Greek market c)
Review of the annex that includes the amount of remuneration and benefits.
For this purpose, the Company proceeded to assign an external consultant (KPMG) to support the Committee's work, in
order to implement the above actions in accordance with the Company's Regulations and Policies.
KPMG proceeded to implement the project and sent (5/6/2024) to the Committee relevant research and proposals for
revising the Company's Remuneration Policy. The Committee then proceeded to submit a proposal to the Board of
Directors to revise the Remuneration Policy and its Annex, in order to submit them for approval by the Ordinary General
Meeting of Shareholders.
The new Remuneration Policy was approved at the Ordinary General Meeting of Shareholders during its meeting held on
03/07/2024.
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4.4. Replacement of a resigned member
According to the Committee's Operating Regulations, the Procedure for nominating suitable candidates with a view to
filling the positions of the members of the Board of Directors may be initiated:
- immediately, following the emergence of a substantial need to appoint a new member, taking into account the findings
of the Board of Directors' evaluation process,
- due to the expiration of the term of office of a member,
- immediately, due to the loss of the status of a member (e.g. resignation)
- due to the current succession plan for members of the Board of Directors and Senior Executives.
Taking into account the above, the Remuneration and Nominations Committee, following the resignation on 25/4/2024
of the Chairman of the Audit Committee and an independent member of the Board of Directors of the Company, initiated
the process of searching for a suitable candidate Member to replace the aforementioned resigned member and resulted
in a candidate for the position of Independent Non-Executive Member. The fulfillment of the suitability criteria in
accordance with the Company's Suitability Policy was examined, both individually and collectively, and the members of
the Committee unanimously reached a positive assessment of the candidate Board member, taking into account the
information provided to them and recommended to the Board of Directors, the election of the new member.
The Board of Directors appointed the new member as an independent non-executive member.
4.5. Board of Directors and Committees Evaluation Process for fiscal year 2023
The Remuneration and Nomination Committee during the first quarter of 2024 carried out the Annual Evaluation of the
Board of Directors and its Committees, in accordance with the Company's Suitability Policy, which was completed before
the publication of the 2023 financial statements.
To complete the process, recently completed Suitability Assessment Files / Documents were taken into account, in
accordance with the Annex to the Company's Suitability Policy (issued 25.07.2023) for each member.
Taking the above into account, the members of the Committee, during the meeting Minutes No. 8 of 22/03/2024,
unanimously determined that the Company's Board of Directors is commensurate in qualifications, size and composition
with the Company's business model and strategy.
It is noted that the Committee specifically examined and verified the fulfillment of the conditions, in terms of the
suitability criteria adopted by the Company in the applicable Suitability Policy. Specifically, and in accordance with par. 3
of article 9 of Law 4706/2020, the Committee re-examined the fulfillment of the independence conditions of its
independent non-executive members, which was verified and a relevant finding is included in the Annual Financial Report
2023.
5.Other significant events concerning the fiscal year 2024
During 2024, the process of the Annual Assessment of the Board of Directors for 2024 was initiated.
In accordance with the Suitability Policy (6.18), the OHS proposed and subsequently decided by the Board of Directors to
support the annual assessment process of the Board of Directors and Committee Members by an external consultant.
Procedures for receiving and evaluating offers from prospective suppliers followed and ultimately the Remuneration and
Nominations Committee recommended to the Company's Board of Directors the assignment of the project to Deloitte
(Committee meeting minutes No. 13 and No. 15).
The recommendation was approved at a meeting of the Board of Directors in accordance with its Meeting Minutes dated
124/23.12.2024 and the relevant procedure was initiated with a detailed description of the deliverables. Within 2025,
the Consultant's work and the further evaluation of 2024 by the OHS were completed.
Taking into account all the above data, as provided to the Committee by the Board Members and the company's services,
and the conclusions of the self-assessment of the Board Members, the Board and the Committees carried out with the
support of Deloitte, it is concluded that the Members of the Board of Directors and its Committees were individually and
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collectively suitable throughout 2024 and that they contributed to the Board and its Committees as a whole meeting the
requirements of the Articles of Association and the Company's Suitability Policy.
In particular, the above procedure verified the fulfillment of the conditions for the existing members of the Audit
Committee and the Remuneration and Nomination Committee, with regard to the suitability criteria adopted by the
Company, in its current Suitability Policy, and especially with regard to the criterion of independence of their members,
in accordance with the Extraordinary General Meeting Decision of 20/12/2023 and par. 3 of article 9 of Law 4706/2020.
In particular, it is noted that the evaluation took into account the positions held by the Board Members in 2024 and more
specifically:
Karampelas Ioannis, CEO (s.s. and Chairman of the Board from 1 April 2025),
Giovani Georgia – Christina, Non-Executive Chairman of the Board, from 20/12/2023 to 31/3/2025 when she resigned,
Achtypi Niki, Non-Executive Vice Chairman of the Board,
Angelopoulos Konstantinos, Independent Non-Executive Member, Senior Independent Member, and Chairman of the
OHS Committee,
Drivas Konstantinos, Independent Non-Executive Member, Member of the Audit Committee and member of the OHS
Committee,
Mikas Vasilios, Independent Non-Executive Member, Member of the Audit Committee, Member of the Committee AY,
while on 26/4/2024 he was also elected Chairman of the EU until 15/5/2024,
Xydis Charalambos, Independent Non-Executive Member and Chairman of the Audit Committee from 16/5/2024,
Zenakou Eleni, Independent Non-Executive Member and Chairman of the Audit Committee until 25/4/2024, when he
resigned.
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STATEMENT OF REMUNERATION OF THE BOARD OF DIRECTORS OF THE JOINT STOCK COMPANY
WITH THE NAME "ADMIE PARTICIPATION STOCK COMPANY"
and the distinguishing title "ADMIE PARTICIPATION S.A."
No. G.E.MI. 141287501000
FOR USE 01/01/2024 - 31/12/2024
TO THE 2025 ANNUAL ORDINARY GENERAL MEETING OF THE COMPANY'S SHAREHOLDERS
Dear Shareholders,
In accordance with article 112 of Law 4548/2018, we present to you the remuneration report of the Board of Directors
of the Company with the distinctive title "ADMIE HOLDING S.A." (hereinafter the "Company") for the corporate year
from 01/01/2024 to 31/12/2024.
The Company has established a Remuneration Policy (hereinafter the "Policy") in accordance with the provisions of
articles 110 and 111 of Law 4548/2018, which has been approved by the Ordinary General Meeting of the Company's
shareholders on 25.07.2023 , as revised pursuant to a relevant decision of the Ordinary General Meeting of the
Company's shareholders on 03.07.2024. The Remuneration Policy is valid until 31.08.2026.
The Remuneration Policy applies to the members of the Board of Directors, including the Chairman of the Board of
Directors, the Vice-Chairman and the Managing Director, to the Management Teams, which consist of the Heads of the
Units a) Internal Control b) Financial Services and c) Risk Management, in accordance with the terms and conditions
detailed therein, aiming on the one hand in the promotion of transparency and proportionality in their remuneration, in
their fair and reasonable remuneration in accordance with the position they occupy and in the seriousness and
responsibility thereof and on the one hand in the application of the principles of good corporate governance (best
corporate governance) in order to ensure their ability to exercise their duties for the benefit of the Company and its
shareholders.
Remuneration means any form of remuneration and benefits received by the aforementioned persons, directly from the
company or indirectly through affiliated companies, in exchange for the professional services provided by them through
a dependent or non-dependent employment relationship, such as salaries, optional retirement benefits, variable
remuneration or benefits contingent on his performance or contractual terms, guaranteed variable remuneration and
payments linked to early termination of contract.
The Company pays fixed salaries and benefits. At this stage, the Company does not pay variable salaries.
Fixed salaries: constitute the guaranteed income received by the persons covered by this Policy and are formed based on
the job position, the corresponding responsibilities and competencies as well as the experience required to perform the
duties and are not linked to their performance.
Benefits: are considered to be the benefits that enhance the Company's competitiveness in terms of attracting and
retaining executives (such as, for example, the use of a mobile phone, credit card and company car, life insurance, medical
care, pension plan, coverage of specialized training programs). The aforementioned benefits are not provided in relation
to their performance and are not linked to incentives for taking risks.
In addition, the members of the Board of Directors shall be entitled to be paid for travel, hotel and other reasonable
expenses incurred in attending or returning from meetings of the Board of Directors, if they reside outside the Prefecture
where the Company's registered office is located, or if such expenses have been incurred by the members of the Board
of Directors in any other way in connection with the Company's business. The above expenses shall be audited and
approved in accordance with a relevant procedure to be decided by the Board of Directors.
The remuneration structure of the persons covered by the Policy is as follows:

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52
- Non-Executive Members of the Board of Directors
The remuneration paid to the non-executive members of the Board of Directors (independent or not) is summarized in
the table below.
Member Capacity
Fixed Remuneration
Fixed salary per
meeting of BoD
Fixed salary per meeting
of
Committee
Benefits
Chairman of BoD,
non-
executive member
✔
✔
-
✔
Vice Chairman BoD,
non-executive
member
✔
✔
-
✔
Non-Executive
member BoD
-
✔
-
-
Independent Non-
Executive member
BoD
-
✔
-
-
Committee Chairman
✔
✔
-
-
Committee Member
-
✔
✔
-
Chairman of the Board of Directors: The fixed remuneration concerns an annual amount received by the Chairman of
the Board of Directors for the performance of his role. In addition, he receives an amount per Board of Directors meeting.
Vice Chairman of the Board of Directors: The fixed remuneration concerns an annual amount received by the Vice
Chairman of the Board of Directors for the performance of his role. In addition, he receives an amount per Board of
Directors meeting.
Member of the Board of Directors (who does not participate in any Board Committee): The non-executive member of
the Board of Directors receives an amount per Board of Directors meeting.
Committee Chairman (who is also a member of the Board of Directors): The fixed remuneration concerns an annual
amount received by the Chairman of the Board of Directors Committee (Audit Committee, Remuneration & Nomination
Committee) for the performance of his role, which is not the same for the two Committees but a different amount is
provided for each one. In addition, the Committee Chairman receives an amount per Board of Directors meeting.
Committee Member (also a member of the Board of Directors):
The member of the Board of Directors Committee (Audit Committee, Remuneration & Nomination Committee) receives
an amount per Committee meeting and an additional amount per Board meeting. The remuneration of Non-Executive
Members is subject to the deductions provided for by the applicable tax and insurance legislation. The amount payable
takes into account the time commitment and participation of the member in the meetings of the Board of Directors and
the Committees by the General Assembly.
Executive Members of the Board of Directors The remuneration and benefits paid to the executive members of the
Board of Directors are summarized in the table below and a more specific reference is made in the Annex hereto. It is
noted that during the current period, the Managing Director is the only executive member of the Board of Directors
Member Capacity
Fixed
Remuneration
Fixed salary per
meeting of BoD
Fixed salary per
meeting of
Committee
Benefits
Chief Executive Officer,
Executive member BoD
✔
✔
-
✔

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53
CEO: Fixed remuneration refers to an annual amount received by the CEO for the performance of his role through payroll.
In addition, he receives an amount per Board of Directors meeting. The Company may pay additional remuneration to
the fixed remuneration to the executive members of the Board of Directors approved by the General Meeting in
accordance with articles 99-101 of Law 4548/2018.
Company Executives The remuneration and benefits paid to the Company's Executives are summarized in the table below
and more specific reference is made to the Annex hereto.
Capacity
Fixed Remuneration
Benefits
Executive Director
✔
✔
DETERMINATION OF SIGNIFICANT REMUNERATION FOR INDEPENDENT NON-EXECUTIVE BOARD MEMBERS
In accordance with the provisions of paragraph 1 and paragraph 2, letter a, of article 9 of Law 4706/2020 on corporate
governance, in order to qualify a non-executive board member as independent, he/she must, both upon appointment
and during his/her term of office, not directly or indirectly hold a percentage of voting rights greater than zero point five
percent (0.5%) of the Company's share capital and, at the same time, be free from financial, business, family or other
types of dependency relationships, including the receipt of any significant remuneration from the Company or from a
company affiliated with it.
In particular, according to the approx. a of paragraph 2 of article 9 of law 4706/2020, a relationship of dependence exists
when a non-executive member of the Board of Directors receives any significant remuneration or benefit from the
Company.
The Company, for the definition of the concept of significant remuneration, takes into account, by analogy, the definition
of a significant subsidiary, as defined in par. 16 of article 2 of law 4706/2020 and it is accepted that significant
remuneration is that which affects or may materially affect the financial position or performance or business activity or
the general financial interests of the Company.
The significant remuneration or benefit concerns the person who receives it as well as the Company, and therefore the
relationship of dependence of the person with the Company is examined in both directions. In this case, for individuals,
significant remuneration is assessed on a case-by-case basis, taking into account criteria such as the periodicity and
amount of the remuneration, the size, internal structure, organisation and complexity of the activities of the Company,
the skills, knowledge and experience of the member, the financial situation of the member. Remuneration that has been
given ad hoc or occasional or that is fixed, but either is not exclusive or is small in relation to the overall financial situation
of the person receiving it, is considered in principle not to create a relationship of dependence and independence of
judgement is therefore ensured.
.

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\ADMIE HOLDING S.A.
54
I. Total remuneration of the members of the Board of Directors and the Executive Officers for the fiscal year 2024.
Table is provided which includes the comprehensive overview of the total gross remuneration regulated in the Policy and relating to the fiscal year 2024.
NAME
ROLE
NUMBER OF
PERFORMANCES
BOARD
MEETINGS
FEES
EU MEETING
FEES
CRN
MEETING
FEES
Remunerati
on
Benefits
in kind
No.13
Law
4172/201
3O
TOTAL
AC
CC
CRN
GIOVANI CHRISTINA
Chairman of the Board /
Non-Executive Member
22
13.200,00
*65.347,,85
78.547,85
ACHTYPI NIKI
Vice Chairman of the Board
/ Non-Executive Member
22
13.200,00
40.000,00
216,88
53.416,88
KARAMPELAS
IOANNIS
Chief Executive Officer /
Executive Member
22
13.200,00
73.000,00
9.719,60
95.919,60
MIKAS VASILIOS
Independent Non-Executive
Member
22
29
11
13.200,00
12.600,00
3.850,00
**1.371,05
31.021,05
DRIVAS
KONSTANTINOS
Independent Non-Executive
Member
22
29
11
13.200,00
13.050,00
3.850,00
30.100,00
ANGELOPOULOS
KONSTANTINOS
Independent Non-Executive
Member
22
1
11
13.200,00
450,00
10.000,00
23.650,00
ZENAKOU ELENI
Independent Non-Executive
Member
6
19
3.600,00
7.958,68
11.558,68
XYDIS
CHARALAMBOS
Independent Non-Executive
Member
15
9
9.000,00
15.670,27
24.670,27
EXECUTIVE
REMUNERATION
46.689,57
46.689,57
TOTAL
22
22
29
91.800,00
26.100,00
7.700,00
260.037,42
9.936,48
395.573,90
*Includes remuneration as Executive Chairman during the period from 01/01/2024 – 16/01/2024
** Remuneration as Chairman of the Audit Committee during the period from 26/04/2024 – 15/05/2024.
There are no variable remuneration components in the remuneration of the members of the Board of Directors and the Executive Officers.
Amounts in euro

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\ADMIE HOLDING S.A.
55
II. Annual change in the remuneration of the members of the Board of Directors.
A table is provided which includes the annual change in the remuneration of the members of the Board of Directors,
indicators and figures concerning the performance and financial situation of the Company as well as the change in the
average gross annual remuneration of the full-time employees of the Company for the years 2017, 2018, 2019, 2020,
2021, 2022 ,2023 and 2024 given that the Company was founded on 01/02/2017. For the same reason, the data are not
completely comparable.
The financial data of the Company included are based on the published financial statements of the respective financial
years, as they have been audited by the certified auditors of the Company.
Gross salary
Change
Change
Change
Change
Change
Change
Change
(2018/2017)
(2019/2018)
(2020/2019)
(2021/2020)
(2022/2021)
(2023/2022)
(2024/2023)
Total
remuneration of
BoD members
-63,37%
81,08%
165,76%
141,22%
7,41%
14,14%
60,91%
Average gross
remuneration of
employees
-11,38%
13,30%
8,68%
-9,33%
39,75%
17,04%
4,43%
Financial dara
Change
Change
Change
Change
Change
Change*
Change
(2018/2017)
(2019/2018)
(2020/2019)
(2021/2020)
(2022/2021)
(2023/2022)
(2024/2023)
Revenue
76,30%
27,20%
-19,60%
-18,30%
-16,10%
110,00%
21,4%
Profit after tax
83,40%
27,20%
-19,70%
-19,00%
-16,80%
111,90%
21,7%
Income from
dividend
-
38,60%
20,20%
-18,20%
-19,40%
-13,1%
100,1%
*Percentages have been restated as a result of the change in accounting policy referred to in Note 2.6.
ΙΙΙ. Additional remuneration from ADMIE S.A.
NAME
POSITION
Board Meeting Fees
TOTAL
KARAMPELAS IOANNIS
MEMBER OF THE BOARD OF DIRECTORS
OF ADMIE SA
26.594
26.594
Amounts in euro.
IV. Number of shares and stock options granted or offered to members of the Board of Directors.
No shares or stock options have been granted to any member of the Board of Directors until 31.12.2024.
V. Any exercised pre-emption rights by the Board of Directors in the context of the Company's share distribution
programs.
No shares or stock options have been granted to any member of the Board of Directors until 31.12.2024.
VI. Information on using the variable pay clawback feature.
There is no such case.
VII. Information regarding any deviations from the application of the Remuneration Policy
The Company fully complies with the Remuneration Policy as approved by the General Meeting of July 3, 2024.
Athens, 28/04/2025
For the Board of Directors

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56
V. Remuneration Policy
The existing Remuneration Policy came into force from the expiry of the previous one, i.e. on 04.07.2023, after its
adoption and approval by the General Assembly of the Company, as revised by virtue of the decision of the Ordinary
General Meeting of Shareholders dated 03.07.2024, with retroactive effect on 1.1.2024 and valid until 31.08.2026. Its
aim is to contribute to the business strategy, long-term interests, sustainability and development of the Company,
enhancing the efficiency and effectiveness of the members of the Board of Directors and creating competitive conditions
for the attraction and retention of competent and specialized Consultants , incorporating the provisions of article 110
entitled "Remuneration policy (Article 9a of Directive 2007/36/EC, Directive 2017/828/EU)" and article 111 entitled
"Content of the remuneration policy (Article 9a of Directive 2007/36 /EC, Directive 2017/828/EU)" of Law 4448/2018
(Government Gazette A' 104/13.06.2018) regarding the remuneration of its staff, as defined in the above articles. It
should be noted that the hiring and salaries of the managers are defined in accordance with the provisions of par.1 of
article 4 of N. 4643/2019 and the provisions of article 144 of N. 4819/2021. In addition, to determine the salaries of the
managers, the salary range of the respective positions in the rating / calibration system of the affiliated companies is
taken into account, or the average salary range of the respective positions in companies of similar size, relevance and
scope in the Greek Labor Market.
Overview of all the remunerations regulated in the above approved policy for the year 2024, is contained in the Special
Report of the Board of Directors of "ADMIE HOLDING S.A." (according to article 112 of Law 4548/2018) which will be the
subject of the Ordinary General Assembly for the year 2025.
VI. Information elements (c), (d), (f), (h) and (i) of par.1 of article 10 of Directive 2004/25/EC of the European Parliament
and of the Council of April 21, 2004, regarding public takeover bids.
1. According to paragraph 1 of article 10 of Directive 2004/25/EC: "1. Member States shall ensure that the companies
referred to in Article 1(1) publish detailed information on the following: …
(c) significant direct or indirect holdings (including indirect holdings through pyramid structures or mutual participation)
within the meaning of Article 85 of Directive 2001/34/EC.
(d) the holders of any type of securities that provide specific control rights and a description of such rights……. f) any kind
of restrictions on the right to vote, such as restrictions on voting rights to holders of a given percentage or number of
votes, the deadlines for exercising voting rights, or systems in which, with the cooperation of the company, the financial
rights arising from titles are separated from the possession of the titles...
(h) the rules regarding the appointment and replacement of members of the board as well as regarding the amendment
of the articles of association (i) the powers of the members of the board, in particular with regard to the possibility issuing
or repurchasing shares……..”
2. In the above context, regarding the requested information, the following is stated:
Element (c): The required information is already included in another section of this Annual Financial Report, specifically
in Explanatory Report of the Board of Directors of "ADMIE HOLDING SA" (according to article 4§§ 7 & 8 of Law 3556/2007)
and in particular in paragraph 14-point c'.
Element (d): There are no shares of the Company that provide their owners with special control rights.
Element (f): There is no restriction of any kind on voting rights.
Element (h): The rules regarding the appointment of the members of the Board of Directors as well as the decision to
amend the articles of association are included in the Company's Articles of Association and do not deviate from the
relevant rules of the current legislation on joint-stock companies.
Element (i): The required information is already included in another section of this Annual Financial Report, specifically
in the Explanatory Report of the Board of Directors of "ADMIE HOLDING SA." (According to article 4§§ 7 & 8 of Law
3556/2007) and in particular in paragraph 14 case h'.

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57
SUITABILITY POLICY
The Company has a Suitability Policy for the members of the Board of Directors, which was drawn up by the Board of
Directors of the company "ADMIE HOLDING S.A." after taking into account the provisions of article 3 of Law 4706/2020
(Government Gazette 136/A/17-7-2020) on "Corporate governance of joint-stock companies, modern capital market,
incorporation into Greek legislation of Directive (EU) 2017/828 of of the European Parliament and of the Council,
measures to implement Regulation (EU) 2017/1131 and other provisions", as well as paragraphs 2,3,4,5 and 6 of article
3 of the same law, was approved by its Board of Directors and received final approval during the Ordinary General
Meeting of July 14, 2021, and was amended during the Ordinary General Meeting of July 25, 2023. The Policy is in full
harmony with e-circular number 60/18.09.2020 of the Capital Market Commission, the article 3 of Law 4706/2020 and
aims to ensure quality staffing, to acquire and retain persons with abilities, knowledge, skills, experience, independence
of judgement, guarantee of ethics and good reputation and to the effective management and fulfillment of the role of
the Board of Directors based on the company's strategy, which has as its main objective the promotion of the corporate
interest.
The Eligibility Policy is posted on the Company's website and constitutes the set of principles and criteria applied during
the selection, replacement and renewal of the term of office of the members of the Board of Directors, in the context of
the assessment of their individual and collective suitability level.
Through the Policy, it is sought to ensure quality staffing, efficient operation and fulfillment of the role of the Board of
Directors. based on the general strategy and the aims of the Company with the aim of promoting the corporate interest,
and is governed by the following principles: The Board of Directors of the Company, in accordance with the Policy, must
have a sufficient number of members and an appropriate composition, while it consists of persons who have the required
guarantees of morals and reputation and the appropriate knowledge, skills and experience required for the exercise of
their responsibilities , based on the duties they undertake and their role in the Board of Directors, while at the same time
they have sufficient time for the exercise of their duties. During the selection, renewal and replacement of members,
they are assessed both individually and collectively. The non-voting members of the Board of Directors know as much as
possible before taking up the position, the culture, values and general strategy of the Company. The Company promotes
and ensures diversity and adequate gender representation on the Board of Directors. of this, in accordance with the
policy it adopts and, in general, ensures equal treatment and equal opportunities, as well as the concentration of a wide
range of qualifications and skills among the members of the Board of Directors. The Company ensures, among other
things, through the introductory training program for the members of the Board of Directors, that the members of the
Board of Directors to perceive and understand the Company's corporate governance arrangements, as they arise from
the legislation, the Corporate Governance Code that it applies, their respective roles and responsibilities, the values, the
general strategy and the structure of the Company. The Board of Directors with the assistance of the Remuneration and
Nominations Committee, the Internal Audit Unit and the Legal Advisor, monitors on a permanent basis the suitability of
the members of the Board of Directors, in particular to identify, in the light of any relevant new event, cases in which it
is responsible - their suitability needs to be re-evaluated. Specifically, re-evaluation of the suitability of the members of
the Board of Directors. is carried out in the following cases:
√ when doubts arise regarding the individual suitability of the members of the Board of Directors. or the
appropriateness of the composition of the body,
√ when important issues are raised that affect the reputation of a member of the Board of Directors,
√ in any case of the occurrence of an event that may significantly affect the suitability of the member of the Board
of Directors, including cases in which members do not comply with the Company's Conflict of Interest Policy.
The Policy is in line with what is provided for in the Company's Operating Regulations, the Corporate Governance Code
and the general framework of corporate governance it applies, it takes into account the more specific description of the
responsibilities of each member of the Board of Directors. or his participation or not in Board Committees, the nature of
his duties (executive or non-executive member of the Board) and his characterization as an independent or non-member
of the Board, as well as in particular incompatible or characteristics, as described in the Operating Regulations of the
Board of Directors. or contractual commitments linked to the nature of the Company's activity and the Corporate
Governance Code it applies. The Policy takes into account the size, internal organization, corporate culture, risk appetite,
nature, scale and complexity of the Company's activities, as well as the specific regulatory framework that governs its
operation.

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SUSTAINABLE DEVELOPMENT AND NON-FINANCIAL INFORMATION POLICY
See section 7 of the Management Report of the Board of Directors.
Athens, 28 April 2025
For the Board of Directors
The Chairman and Chief Executive Officer
Ioannis Karampelas
Vice Chairman
Achtipy Niki

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\ADMIE HOLDING S.A.
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of the Company “ADMIE (IPTO) HOLDING SOCIETE ANONYME”
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of “ADMIE (IPTO) HOLDING SOCIETE ANONYME” (the Company),
which comprise the statement of financial position as at 31
st
December 2024, the statements of income and other
comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial
statements comprising material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
company “ADMIE (IPTO) HOLDING SOCIETE ANONYME” as at 31
st
December 2024, its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into the Greek
Legislation. 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 throughout our
appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are relevant to
the audit of the financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with
the requirements of the current legislation and the above-mentioned 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 audited period. These matters and the related risks of material misstatement were addressed
in the context of the 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.
In this frame, we describe below how our audit addressed the following matters.
We have fulfilled the responsibilities described in the “Auditor's Responsibilities for the audit of the financial statements”
section of our report, including those related to the key audit matters. Therefore, our audit included performing
procedures designed to respond to the risks of material misstatement of the financial statements. The results of our audit
procedures, including the procedures performed on the underlying matters, provide the basis for our opinion on the
accompanying financial statements.

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\ADMIE HOLDING S.A.
Key Audit Matter
Addressing the audit matter
1.Accounting and valuation of the investment in a jointly controlled company
At 31/12/2024 the carrying amount of the investment in
ADMIE S.A., which is accounted for using the equity method,
is € 745.937 thousand in the statement of financial position
and constitutes 97,14% of the total of the assets.
The Company's Management assesses the investment in
ADMIE S.A., in which it participates holding 51%, under the
provisions of IFRS 11 as a “jointly controlled” company and
measures this investment using the equity method,
according to IAS 28 and IFRS 11. The equity method provides
that the investment is initially recognised at cost and then
adjusted to take account of the change in the investor's
share of the net assets of the investee after the acquisition.
The investor's results include the investor's share in the
profit or loss of the investee and the investor's total income
includes the investor's share in the total income of the
investee.
The investment is reduced by dividend payments from the
investee to the investor as well as any impairment losses,
which are determined in case there are relevant indications
of impairment.
This area was assessed as a key audit matter for our audit
due to the size of the investment on the financial statements
and the amount of income derived from the company's
participation in the results of the jointly controlled company.
Information about the company's accounting policies and
significant judgments regarding the investment in the jointly
controlled company are described in notes 2.4, 2.5 and 4 to
the financial statements.
Our audit procedures include, among other, the
following:
- We reviewed and evaluated the information and data
used by management regarding the assessment of
“joint control”, the application of the appropriate
accounting policy and the measurement of the
investment in the financial statements using the equity
method, applying the guidance of IFRS 11 and IAS 28.
- Based on the audited consolidated financial
statements of ADMIE S.A. for the year ended
31/12/2024, we recalculated the Company's share in
the profits of the jointly controlled company amount €
75.702 thousand, which was recognized in the
statement of income and amount € 863 thousand that
was recognized in other comprehensive income for the
year that ended on 31/12/2024.
- We assessed the Management's estimation regarding
the identification of any indications of impairment.
- We assessed the adequacy and appropriateness of the
disclosures in notes 2.4, 2.5 and 4 to the financial
statements.

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\ADMIE HOLDING S.A.
2. Restatement of financial statements due to change in accounting policy for the subsequent measurement of property,
plant and equipment of the jointly controlled entity
Within the reporting period ended 31st December 2024, the
Management of ADMIE S.A. proceeded to change in the
accounting policy of the subsequent measurement of the
property, plant and equipment (PPE) of the jointly controlled
entity, from fair value to historical cost, except for properties used
as offices (land and buildings). The change in accounting policy
under discussion was applied by the Management of ADMIE S.A.
using the retrospective application method in accordance with IAS
8. Consequently, the Company's Management also proceeded to
restatement of the comparative items of the financial statements
as at 31st December 2024 and, in particular, the revenue accounts,
the investments accounted for using the equity method and other
prior years’ reserves, in order to reflect the results of this change.
Due to the significance of the impact of the change in policy on
these comparative items in the financial statements as at 31st
December 2024, this matter was considered to be of most
significance in our audit.
Information about the change in accounting policy is described in
note 2.6 to the financial statements.
Our audit procedures include, among other, the
following:
- We received the financial statements of the jointly
controlled company for the reporting period ended at
31
st
December 2024 approved by the Board of
Directors of ADMIE S.A. and audited by a Certified
Public Accountant, and we assessed the
appropriateness of the application of the change in
accounting policy regarding the subsequent
measurement of property, plant and equipment from
fair value to historical cost, in accordance with IAS 8.
- We assessed the impact of the change in accounting
policy on the comparative figures of the Company's
financial statements as at 31
st
December 2024 and, in
particular, the revenue accounts, the investments
accounted for using the equity method and other
prior years’ reserves.
- We confirmed that the goodwill reserve remaining as
an item of the Company's equity at the balance sheet
date relates only to the property, plant and
equipment measured at fair value.
- We assessed the adequacy and appropriateness of the
disclosures in note 2.6 to the financial statements.
Other information
Management is responsible for the other information. The other information comprises the information included in the
Board of Directors’ Report for which reference is made to the “Report on other Legal and Regulatory Requirements”, to
the Statements of the Members of the Board of Directors, and to any other information which either is required by
specific legal provisions either the Company has optionally incorporated into the provided by the L. 3556/2007 Annual
Financial Report but does not include the financial statements and the auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
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. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
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\ADMIE HOLDING S.A.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs,
as adopted by the European Union, and for such internal control as management determines 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, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company’s financial
reporting process.
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,
as incorporated into the Greek Legislation, 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 as incorporated into the Greek Legislation, we exercise professional judgement
and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
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\ADMIE HOLDING S.A.
We communicate with those charged with governance 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 those charged with governance 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, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the audited period and are therefore the key audit matters.
Report on other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report and the
Corporate Governance Statement included in this report, according to the provisions of paragraph 1, sub-paragraphs aa’,
ab’ and b’ of article 154C, of L. 4548/2018, which do not include the sustainability report, we note that:
a) The Board of Directors’ Report includes the corporate governance statement that provides the information defined
under article 152 of L. 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal requirements
of the article 150 of L. 4548/2018, with the exception of the requirement due to no obligation of preparation of a
sustainability report of paragraph 5A of the same article, and its content corresponds with the accompanying financial
statements for the year ended 31.12.2024.
c) Based on the knowledge we obtained during our audit of the company “ADMIE (IPTO) HOLDING SOCIETE ANONYME”
and its environment, we have not identified any material misstatements in the Board of Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the accompanying financial statements is consistent with our Additional Report to the Company’s
Audit Committee referred to in article 11 of European Union (E.U.) regulation No. 537/2014.
3. Provision of non-audit services
We have not provided to the Company the prohibited non-audit services referred to in article 5 of European Union (EU)
Regulation No. 537/2014.
The permitted non-audit services that we have provided to the Company, during the year ended 31 December 2024 have
been disclosed in the Note 8 of the accompanying financial statements.
4. Auditor’s Appointment
We were appointed for the first time as Certified Auditors Accountants of the Company by the dated 25/07/2023 decision
of the annual ordinary general meeting of shareholders. Our appointment was renewed based on the annual decision
taken by its ordinary general meeting of shareholders held on 03/07/2024 and for the closing year, which is the second
year audited by us
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\ADMIE HOLDING S.A.
5. Operating Regulation
The Company has an Operating Regulation in accordance with the content provided by the provisions of article 14 of L.
4706/2020.
6. Assurance Report on the European Single Electronic Reporting Format
Subject Matter
We undertook the reasonable assurance engagement in order to examine the digital file of the company “ADMIE (IPTO)
HOLDING SOCIETE ANONYME” (hereinafter Company), which was prepared according to the European Single Electronic
Format (ESEF) and which comprises the financial statements of the Company for the year ended 31 December 2024, in
XHTML format (213800CO5OAZT7F4F862-2024-12-31-en.xhtml), (hereinafter “Subject Matter”) in order to determine
that it has been prepared in accordance with the requirements set out in the Applicable Criteria section.
Applicable Criteria
The Applicable criteria for the European Single Electronic Format (ESEF) are defined by the European Commission
Delegated Regulation (EU) 2019/815, as amended by the Regulation (EU) 2020/1989 (hereinafter ESEF Regulation) and
the European Commission Interpretative Communication 2020/C 379/01 of the 10
th
November 2020, as provided by L.
3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange.
In brief, these criteria provide, among other, that all annual financial reports should be prepared in XHTΜL format.
Responsibilities of management and those charged with governance
Management is responsible for the preparation and submission of the separate financial statements of the Company, for
the year ended 31 December 2024, in accordance with the Applicable Criteria, and for such internal control as
management determines is necessary to enable the preparation of digital file that is free from material misstatement,
whether due to fraud or error.
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\ADMIE HOLDING S.A.
Auditor’s Responsibilities
Our responsibility is to issue this Report, regarding the evaluation of the Subject Matter, based on our work performed,
which is described below in the “Scope of Work Performed” section.
Our work was carried out in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised)
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (hereinafter “ISAE 3000”) in
order to obtain reasonable assurance.
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance for evaluating the Subject Matter
in accordance with the Applicable Criteria. In the frame of the procedures performed, we assess the risk of material
misstatement of the information related to the Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and supports the conclusion expressed in
this assurance report.
Professional ethics and quality management
We are independent of the Company, throughout the present engagement and we have complied with the requirements
of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Professional
Accountants (IESBA Code) and the ethical and independence requirements of L. 4449/2017 as well as the Regulation (EU)
No. 537/2014.
Our audit firm applies the International Standard on Quality Management (ISQM) 1 “Quality management for firms that
perform audits or reviews of financial statements, or other assurance or related services engagements” and, accordingly,
maintains a comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
The assurance work we performed covers only the items included in the Decision 214/4/11-02-2022 of the B. of D. of the
Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the “Guidelines in relation to the Independent
Auditors’ work and assurance report on the European Single Electronic Reporting Format (ESEF) for issuers whose
securities are admitted to trading on a regulated market in Greece”, as issued by the Institute of Certified Public
Accountants of Greece (SOEL) at 14/02/2022 (hereinafter “ESEF Guidelines”), in order to obtain reasonable assurance
about whether the financial statements of the Company prepared by management comply in all material respects with
the Applicable Criteria.
Inherent limitations
Our work covered the items stated in the “Scope of work performed” section to obtain reasonable assurance based on
the procedures described. In this context, the work we performed could not fully ensure that all matters that could be
considered material weaknesses would be revealed.
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\ADMIE HOLDING S.A.
Conclusion
Based on the work performed and the evidence obtained, we conclude that the financial statements of the Company, for
the year ended 31 December 2024, in XHTML file format (213800CO5OAZT7F4F862-2024-12-31-en.xhtml), have been
prepared, in all material respects, in accordance with the Applicable Criteria.
Athens, 28 April 2025
ATHINA AGG. KATSIMICHA
ATHINA E. KERAMITZI
Certified Public Accountant Auditor
Certified Public Accountant Auditor
Institute of CPA (SOEL) Reg. No. 33101
Institute of CPA (SOEL) Reg. No. 29421
SOL S.A.
SOL S.A.
Member of Crowe Global
Member of Crowe Global
3, Fok. Negri Str., 112 57 Athens, Greece
3, Fok. Negri Str., 112 57 Athens, Greece
Institute of CPA (SOEL) Reg. No. 125
Institute of CPA (SOEL) Reg. No. 125
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\ADMIE HOLDING S.A.
67
ADMIE HOLDING S.A.
Financial Statements
According to the International Financial Reporting Standards
For the period from 1st January to 31st December 2024
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\ADMIE HOLDING S.A.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
69
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR PERIOD 01/01/2024 – 31/12/2024
(Amounts in thousand Euro)
Note
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023*
Revenue:
Share of profits in investments accounted using the equity method
4
75.702
62.340
Other revenue
1
-
Total revenue
75.703
62.340
minus: Operating expenses:
Payroll cost
5
476
370
Depreciation
6
21
19
Third party benefits
7
52
52
Third party fees
8
356
255
Tax-duties
10
5
7
Other expenses
9
204
168
Total operating expenses
1.114
870
Profit before interest and tax
74.589
61.469
Financial expenses
11
(4)
(3)
Financial revenue
11
610
237
Profit before tax
75.195
61.704
Income tax
21
(119)
(38)
Net profit for the period
75.076
61.665
Other comprehensive income:
of which income not recycled in P/L:
Share of actuarial profits / (loss) in associate company accounted
using the equity method
4
863
832
Other comprehensive income after tax
863
832
Total comprehensive income for the year distributed to the
shareholders of the Company
75.939
62.496
Earnings after tax per share distributed to the shareholders of the
Company (€ per share)
22
0,324
0,266
*The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
The notes on pages 73 to 103 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
70
STATEMENT OF FINANCIAL POSITION ON 31/12/2024
(Amounts in thousand Euro)
Notes
31/12/2024
31/12/2023
01/01/2023
ASSETS
Non-current assets:
Tangible assets
12.1
10
6
10
Right of use asset
12.2
44
56
21
Investments accounted using the equity method
4
745.937
699.440
651.292
Total non-current assets
745.991
699.502
651.323
Current assets:
Trade receivables
-
12
12
Other receivables
13
841
432
271
Cash and cash equivalents
14
21.050
5.418
4.704
Total current assets
21.891
5.862
4.987
Total assets
767.880
705.363
656.310
EQUITY AND LIABILITIES
Equity:
Share capital
15
491.840
491.840
491.840
Own shares
15
(439)
(439)
(439)
Legal reserve
16
7.202
5.729
5.012
Other reserves
16
(18.209)
(19.072)
(19.903)
Retained earnings
287.215
227.111
179.663
Total equity
767.609
705.170
656.173
Non-current liabilities:
Long-term lease liabilities
17
25
39
11
Total non-current liabilities
25
39
11
Current liabilities:
Trade and other liabilities
18
183
136
115
Short-term lease liabilities
17
20
17
10
Accrued and other liabilities
19
44
1
-
Total current liabilities
247
155
125
Total equity and liabilities
767.880
705.363
656.310
*The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
The notes on pages 73 to 103 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
71
STATEMENT OF CASH FLOW 01/01/2023 – 31/12/2024
(Amounts in thousand Euro)
Note
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023*
Cash flows from operating activities
Profit before tax
75.195
61.704
Adjustments for:
Depreciation and amortization
6
21
19
Share of profits in investments accounted using the equity
method
4
(75.702)
(62.340)
Interest income
11
(610)
(237)
Interest expenses
11
4
3
Operating profit before working capital changes
(1.092)
(852)
Increase/(decrease) in:
Trade receivables
12
-
Other receivables
70
15
Increase/(decrease) in:
Trade liabilities
(31)
27
Other liabilities and accrued expenses
43
1
Interest income received
2
-
Income tax paid
(41)
(43)
Net cash flows from operating activities
(1.037)
(851)
Cash flow from investing activities
Dividend received from IPTO S.A
30.067
15.024
Interest received from deposit in Bank of Greece
130
59
Purchases of current and non-current assets
(6)
-
Net cash flows from investing activities
30.191
15.083
Cash flows from financing activities
Interim dividend paid
25
(13.500)
(13.500)
Interest paid
11
(4)
(3)
Lease capital paid
(17)
(15)
Net cash flows from financing activities
(13.521)
(13.518)
Net increase in cash and cash equivalents
15.632
714
Cash and cash equivalents, opening balance
5.418
4.704
Cash and cash equivalents, closing balance
21.050
5.418
*The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
The notes on pages 73 to 103 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
72
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2024
Share capital
Own shares
Legal reserve
Other reserves
Retained earnings
Total equity
Balance as at 01/01/2023*
491.840
(439)
5.012
135.316
128.519
760.248
Change in accounting policy (Note 2.6)
-
-
-
(155.219)
51.145
(104.074)
Restated balance as at 01/01/2023
491.840
(439)
5.012
(19.903)
179.664
656.174
Net profit for the period
-
-
-
-
61.665
61.665
Οther comprehensive income
-
-
-
832
-
832
Total other comprehensive income
-
-
-
832
61.665
62.496
Statutory reserve (note 16)
-
-
717
-
(717)
-
Dividend distribution (note 25)
-
-
-
-
(13.500)
(13.500)
Balance as at 31/12/2023
491.840
(439)
5.729
(19.071)
227.111
705.170
Balance as at 01/01/2024
491.840
(439)
5.729
(19.071)
227.111
705.170
Net profit for the period
-
-
-
-
75.076
75.076
Οther comprehensive income
-
-
-
863
-
863
Total comprehensive income
-
-
-
863
75.076
75.939
Statutory reserve (note 16)
-
-
1.472
-
(1.472)
-
Dividend distribution (note 25)
-
-
-
-
(13.500)
(13.500)
Balance as at 31/12/2024
491.840
(439)
7.202
(18.209)
287.215
767.609
*The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
The notes on pages 73 to 103 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
73
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
74
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
75
1. ESTABLISHMENT, ORGANISATION AND OPERATION OF THE COMPANY
The Company has the name "ADMIE HOLDING SOCIETE ANONYME" ("the Company") and the distinctive title "ADMIE
HOLDING S.A." is registered in the General Commercial Registry (G.E.MI.) with registration number 141287501000. The
duration of the Company is set at thirty (30) years.
The headquarters of the Company are located at 89 Dyrachiou Street, Athens.
The Company is supervised in respect of its compliance with the law by the Hellenic Capital Market Commission and the
corporate governance rules. It is furthermore supervised by the Ministry of Economy and Development regarding
compliance with Law 4548/2018 and by the Athens Stock Exchange as a listed company.
In the framework of the implementation of the full ownership unbundling of "Independent Power Transmission
Operator" (hereinafter referred as "IPTO") from "Public Power Corporation SA" (hereinafter referred as "PPC") pursuant
to Law 4389/2016 (Government Gazette A 94 / 27.05.2016), as amended and in force, by decision of the Extraordinary
General Meeting of 17/01/2017 of PPC, the following were decided: a) the establishment of the Company, b) the
contribution of IPTO shares to the Company, held by PPC and representing 51% of IPTO’s share capital, and c) the
reduction of PPC's share capital with a return in kind to PPC shareholders of the total (100%) of Company's shares.
The transfer of IPTO’s shares from PPC to the Company, took place on 31/03/2017. (Νote 4). Therefore, the Company
becomes a shareholder of 51% of IPTO S.A and the participation is recognized with the equity method as a Joint Venture
according to IFRS 11 - "Joint Arrangements" (Note 2.4)
The Company's purpose includes the following:
• promotion of IPTO’s project, through its participation in the appointment of its key management executives,
• cooperation with the Strategic Investor,
• communication of IPTO’s operations to the shareholders and investors.
In the above context, the Company’s purpose includes, among others, the following:
• the exercise of rights resulting from the aforementioned participation and the participation in legal entities’
operation,
• the development and pursuit of any other investment activity in Greece or abroad,
• any other action or operation that is relevant or promotes the above purpose.
The Company's shares are traded on the Athens Stock Exchange. The date of the Company’s listing on the Athens Stock
Exchange is 19/06/2017.
On the date of approval of the financial statements for the year ended 31 December 2023, the significant direct or
indirect holdings within the meaning of articles 9 to 11 of Law 3556/2007 are:
• Public Holding Company IPTO SA with 51,12% (118.605.114 shares)
• Other shareholders with a percentage of 48,79% (113.178.886 shares).
• Own shares with a rate of 0,09% (216,000 shares)
The financial statements of the non-listed jointly controlled IPTO SA are published on the company's website:
https://www.admie.gr/en in the section "Financial Statements of ADMIE Group" and at the electronic address:
https://admieholding.gr/en/
The present annual financial statements approved by the Board of Directors on 28.04.2025 are published on the
company's website: https://admieholding.gr/en/.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
76
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND MAIN ACCOUNTING PRINCIPLES
2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
2.1.1 STATEMENT OF COMPLIANCE
The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS),
as issued by the International Accounting Standards Board (IASB) and their relevant Interpretations, as issued by the IFRS
Interpretations Committee of the IASB and adopted by the European Union (EU) and are mandatory for years starting as
of January 1st, 2024.
2.1.2 APPROVAL OF THE FINANCIAL STATEMENTS
The Board of Directors approved the financial statements of year 2024 on April 28
th
, 2024. The financial statements are
subject to approval by the Annual General Meeting of the Shareholders.
2.1.3 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The accompanying financial statements have been prepared under the historical cost principle, except for fixed assets
which are adjusted to fair value at a regular base and the going concern principle. In the year ended 2024, IPTO S.A.
changed the accounting policy for subsequent measurement of tangible fixed assets from fair value to historical cost,
except for real estate used for offices (land and buildings). This change was applied retrospectively, in accordance with
the provisions of IAS 8.
The investment in IPTO S.A. apart from its initial recognition at historical cost, is accounted using the equity method.
The financial statements are presented in thousands of Euro and all values are rounded to the nearest thousand unless
otherwise stated. Any differences that may be noticed in the tables are due to roundings.
2.2 GOING CONCERN BASIS
The annual financial statements of the Company for the year ended 31 December 2024 have been prepared in accordance
with the International Financial Reporting Standards ("IFRS") and fairly present the financial position, results and cash
flows of the company based on the going concern principle.
RISK OF MACROECONOMIC AND BUSINESS ENVIRONMENT IN GREECE
Current economic conditions are stable. Following the high inflation of recent years, conditions in Greece are normalizing.
However, several uncertainties, due to global developments, may affect future prospects.
2024 was another challenging year for entrepreneurship due to geopolitical turmoil and economic challenges. The
ongoing conflicts in the Middle East, the Russia-Ukraine war and instability in maritime trade routes maintained pressures
on supply chains, while the high cost of money and inflationary pressures shaped a difficult international environment.
Developments in the international economic and geopolitical environment, particularly in the United States, directly
affect trade flows and business strategies, creating both opportunities and challenges.
The increase in geopolitical unrest is causing increasing concern for markets and the economy. The energy crisis led to a
significant increase in energy prices, an increase in food prices, as well as an adjustment of monetary policy in a more
restrictive direction, which led to a slower growth rate in 2024. According to the forecasts of the Greek Fiscal Council, the
growth rate of the Greek economy for 2024 was expected to be 2.6%, while ultimately the growth of the Greek economy
for 2024 closed close to 2,3%. However, the effective use of the resources of the long-term EU budget 2021-2027 and
the European Recovery Instrument NextGenerationEU can mitigate the negative effects of the energy crisis and the
tightening of monetary policy on the Greek economy, leading in the medium term to growth rates close to 2,3% in 2025.
As the environment has developed, the protection of critical infrastructure is emerging as of increased importance and
for this reason the European Union has already invested significantly in strengthening energy networks and has taken
decisions on the protection of submarine cables, starting with the connection of the Baltic Sea to the EU electricity grid,
which was financed with €1,23 billion in grants through the EU's Connecting Europe Initiative, covering 75% of the
investment cost. Similar investments are also crucial for the Eastern Mediterranean, in order to ensure energy security
and independence.
Greece is connected to neighboring countries and, in addition to domestic electricity production, is increasingly active in
electricity trade. Despite the adversities, in 2024 the electricity import-export balance acquired an export “sign” for the
first time since 2000. The increase in the RES production base combined with favorable weather conditions and stagnant
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
77
demand were the main reasons that led to the increase in exports. In the long term, the expansion of cross-border
interconnections and the addition of storage units may make Greece an energy exporter for the wider region and for
Central Europe.
The Company closely monitors developments and cooperates with the competent authorities and bodies to ensure its
effective operation.
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS
The accounting policies adopted are consistent with those of the previous financial year except for the following amended
IFRSs which have been adopted by the Company as of 1st January 2024:
Adoption of New and Revised International Financial Reporting Standards
New standards, amendments to existing standards and interpretations have been issued that are mandatory for the
annual reporting periods beginning on or after 1 January 2024.
Where not otherwise stated, the amendments and interpretations applicable for the first time in the year 2024 have no
impact on the financial statements of the Company. The Company did not adopt premature standards, interpretations or
amendments issued by the International Accounting Standards Board (IASB) and adopted by the European Union but
which have no mandatory application in 2024.
Standards and Interpretations mandatory for the current financial year 2024
IAS 1 Presentation of financial statements (Amendment) - “Classification of Liabilities as Current or Non-Current”
On 23 January 2020, the International Accounting Standards Board issued an amendment to IAS 1 regarding the
classification of liabilities as current and non-current. The amendment affects only the presentation of liabilities in the
statement of financial position. The amendment specifies that the classification of liabilities should be based on existing
rights at the end of the reporting period. The amendment also clarified that Management's expectations for events
expected to occur after the balance sheet date should not be taken into account and clarified the circumstances that
constitute a settlement of the liability. On 15 July 2020, the International Accounting Standards Board extended the
mandatory application date of the standard by one year, taking into account the impact of the pandemic.
The amendment is effective for reporting periods beginning on or after 1 January 2024.
IAS 1 Presentation of financial statements (Amendment) - “Non-current Liabilities with covenants”
On 31 October 2022, the International Accounting Standards Board issued amendments to IAS 1 Presentation of Financial
Statements regarding the classification of non-current liabilities with covenants.
The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the
classification of debt as current or non-current at the reporting date. Instead, the amendments require an entity to
disclose information about these covenants in the notes to the financial statements.
The amendment is effective for reporting periods beginning on or after 1 January 2024.
IFRS 16 Leases (Amendment) - “Lease liability in a sale and leaseback”
On 22 September 2022, the International Accounting Standards Board issued amendments to IFRS 16 regarding the
subsequent measurement of lease liabilities arising from sale and leaseback contracts with variable payments that do not
depend on an index or rate.
The amendment is effective for reporting periods beginning on or after 1 January 2024.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
78
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures (Amendments) – “Supplier Finance
Arrangements”
On 25 May 2023, the International Accounting Standards Board issued amendments to IAS 7 and IFRS 7 to add disclosure
requirements and “guidance” within existing disclosure requirements with the objective that entities provide qualitative
and quantitative information about supplier finance arrangements (reverse factoring).
The amendments are effective for reporting periods beginning on or after 1 January 2024.
Standards and Interpretations mandatory for subsequent periods that have not been earlier applied by the Company
and have been adopted by the E.U.:
The standards and amendments below are not expected to have a material impact on the financial statements of the
Company unless otherwise stated.
IAS 21 The effects of changes in foreign exchange rates (Amendment) – “Lack of Exchangeability”
On 15 August 2023, the International Accounting Standards Board (IASB) issued amendments that:
- Specified when a currency is exchangeable into another currency and when it is not. A currency is exchangeable when
an entity is able to exchange that currency for the other currency through markets or exchange mechanisms that create
enforceable rights and obligations without undue delay at the measurement date and for a specified purpose;
- Specified how an entity determines the exchange rate to apply when a currency is not exchangeable. In particular, when
a currency is not exchangeable at the measurement date, an entity estimates the spot exchange rate as the rate that
would have applied to an orderly transaction between market participants at the measurement date and that would
faithfully reflect the economic conditions prevailing;
- Requires the disclosure of additional information when a currency is not exchangeable. In particular, when a currency
is not exchangeable the entity discloses information that would enable users of its financial statements to evaluate how
a currency’s lack of exchangeability affects, or is expected to affect, its financial performance, financial position and cash
flows.
The amendment is effective for reporting periods beginning on or after 1 January 2025.
Standards and Interpretations mandatory for subsequent periods that have not been earlier applied by the Company
and have not been adopted by the E.U.:
The standards and amendments below are not expected to have a material impact on the financial statements of the
Company unless otherwise stated.
IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments (Amendments) - “Classification and
Measurement of Financial Instruments”
On 30 May 2024, the International Accounting Standards Board issued amendments to IFRS 7 and IFRS 9 to address
matters identified during the post-implementation review of the requirements of IFRS 9 regarding the classification and
measurement of financial instruments. Specifically, the amendments clarify matters related to the derecognition of a
financial liability settled through electronic transfer and the assessment of whether the cash flows of a financial asset
constitute capital and interest flows, while requiring disclosures of shares measured at fair value through other income
recorded directly in equity and of contractual terms that could change the timing and amount of contractual cash flows
on the occurrence of a contingent event.
The amendments are effective for reporting periods beginning on or after 1 January 2026.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
79
Annual Improvements to IAS and IFRS Accounting Standards - Volume 11
On 18 July 2024, the International Accounting Standards Board issued limited amendments to specific IAS and IFRS and
accompanying guidance as part of regular compliance with the Standards.
These amendments, published in a single document “Annual Improvements to IAS and IFRS Accounting Standards -
Volume 11”, include clarifications, simplifications, corrections and changes aimed at enhancing the consistency of many
IAS and IFRS. Annual improvements are limited to changes that either clarify the wording in an IAS or IFRS, or correct for
relatively minor unintended consequences or oversights, and also correct for minor conflicts among the requirements of
the Standards.
The amendments concern the Standards below:
IFRS 1 First-time Adoption of International Financial Reporting Standards,
IFRS 7 Financial Instruments: Disclosures and the accompanying guidance on the application of IFRS 7,
IFRS 9 Financial Instruments,
IFRS 10 Consolidated Financial Statements and
IAS 7 Statement of Cash Flows.
The amendments are effective for reporting periods beginning on or after 1 January 2026.
IFRS 7 Financial instruments: Disclosures and IFRS 9 Financial instruments (Amendments) – “Contracts referencing
nature-dependent electricity”
On 18 December 2024, the International Accounting Standards Board issued amendments to IFRS 9 and IFRS 7 that apply
to contracts exposing an entity to variability in the underlying amount of electricity because the source of electricity
generation depends on uncontrollable natural conditions. These contracts are typically associated with renewable
electricity sources, such as sun and wind.
According to the amendments, the sale of unused nature-dependent electricity will take place in accordance with the
entity’s expected purchase or usage requirements if certain criteria are met. In addition, the amendments will allow an
entity to designate a variable nominal volume of forecast electricity transactions as a hedged item, if certain criteria are
met.
The amendments are effective for reporting periods beginning on or after 1 January 2026.
IFRS 18 Presentation and Disclosure in Financial Statements
On 9 April 2024, the International Accounting Standards Board issued the IFRS 18, which replaces IAS 1 and defines the
presentation and disclosure requirements in financial statements.
To achieve this objective, IFRS 18 introduces:
• two new subtotals in the statement of profit or loss: operating profit and profit before financing and income tax;
• disclosures on management performance measures (MPMs) and
• increased requirements for information classification into groups (aggregation and disaggregation) in financial
statements.
The IFRS 18 requires an entity to present income and expenses included in profit or loss in distinct operating, investing
and financing categories. The operating category consists of all income and expenses not classified in the categories of
investing, financing, income tax or discontinued operations.
The new standard is effective for reporting periods beginning on or after 1 January 2027.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
80
IFRS 19 Subsidiaries without Public Accountability: Disclosures
On 9 May 2024, the International Accounting Standards Board issued IFRS 19. IFRS 19 specifies the reduced disclosure
requirements that an entity is optionally permitted to apply to its financial statements when:
- it is a subsidiary,
- it does not have public accountability, and
- it has an ultimate or intermediate parent that publishes consolidated financial statements in accordance with IFRS
Accounting Standards
instead of applying the disclosure requirements of other accounting standards in accordance with IFRSs.
The new standard is effective for reporting periods beginning on or after 1 January 2027.
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND CRISIS OF ADMINISTRATION
The preparation of the financial information requires the Management to make estimates, judgments and assumptions
that affect the balances of the assets and liabilities accounts, the disclosure of any receivables and liabilities at the
reporting date, as well as the income and expenses presented during the examination. use. Management estimates and
judgments are reviewed annually. Actual results may differ from these estimates and judgments.
The most important judgments and estimates regarding events, the development of which could substantially change
the items of the Financial Information, are the following:
Joint control of IPTO SA
A Joint Venture is a joint agreement under which the parties having joint control of the entity have rights to the equity of
the Joint Venture. Based on the International Financial Reporting Standard (IFRS) 11 - "Joint agreements", joint control
exists when under a contract, decisions on the direction of significant activities of a Company require the unanimous
consent of the parties exercising joint control.
The factors considered for the evaluation of the joint audit are similar to those evaluated during the evaluation process
of an affiliate. Specifically, IFRS 10- "Consolidated Financial Statements" stipulates that an investor controls a company
when he can direct the significant activities of the Company. This happens when the investor has all the following:
• power over the Company
• exposure or rights to variable returns from its participation in the company
• the ability to exercise its power over the Company to influence the amount of its returns.
The relations, the rights of the shareholders of IPTO and the manner of exercising these rights, are determined by the
IPTO Shareholders Agreement in accordance with Law 4389. The main points that determine the exercise of control over
the important activities of IPTO are summarized below:
Composition and decision making of the Board of Directors ("BoD"):
The Board IPTO consists of nine (9) members, which are defined as follows:
• three (3) members are nominated by ADMIE Holding SA,
• three (3) members are nominated by «STATE GRID EUROPE LIMITED» ("SGEL"),
• two (2) members are nominated by "DES IPTO SA",
• one (1) member is nominated by IPTO staff
For the usual quorum of the Board. IPTO requires the presence of five (5) members, with the mandatory participation of
at least one (1) Consultant nominated by SGEL and an increased quorum of seven (7) members and a majority that
includes at least one (1) member nominated by the Company and one (1) a member nominated by SGEL, to take on
matters of major importance for the operation and promotion of IPTO, such as the approval of business plans and
budgets, the provision of important data, the receipt and granting of significant loans and guarantees , the remuneration
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
81
of the members of the Board of Directors, the increase of the share capital and the conclusion of convertible bond loans
and others.
Appointment of key executives:
Managing Director: The Company appoints and terminates the Managing Director of IPTO, with the prior written consent
of SGEL. In case of disagreement of SGEL, the Company nominates three (3) additional candidates in SGEL, to select one
within seven (7) days, otherwise IPTO conducts an auction of a maximum duration of seven (7) days for the appointment
of a Special Recruitment Consultant. for that reason. The Special Recruitment Advisor submits to the Company and SGEL
a list of five (5) additional candidates and each reject two (2) candidates in successive rounds, until there is one left, who
is appointed CEO of IPTO A. Ε. The CEO's remuneration is determined based on the relevant market practice.
Deputy Chief Executive Officer, Chief Financial Officer (CFO) and Deputy Chief Financial Officer: In the event that the
appointment of the Chief Executive Officer does not occur through the assistance of the aforementioned Special
Recruitment Officer, the Deputy Chief Executive Officer and the Chief Executive Officer are appointed. In this case, the
Company appoints the Deputy CFO. Otherwise (ie, the appointment of a CEO after being assigned to a Special Recruitment
Advisor, as mentioned above), the Deputy Chief Executive Officer and the Chief Financial Officer are nominated by the
Company, while SGEL appoints the Deputy Chief Financial Officer. The Company appoints and terminates the Managing
Director of IPTO, with the prior written consent of SGEL, while the Deputy Chief Executive Officer and the Chief Financial
Officer are nominated by SGEL. In cases of disagreement regarding the person of the Chief Executive Officer, he is
appointed with the assistance of an external recruitment consultant and the Company nominates the Deputy Chief
Executive Officer and the Chief Financial Officer.
Special issues of the General Assembly ("General Meeting"): An increased quorum of at least 80% of the paid-up share
capital and a majority of 80% of the shareholders present is required for the decision of the General Meeting. on several
issues of major importance such as e.g. the increase or decrease of the share capital and the issuance of a convertible
bond loan, the modification of the articles of association or the special issues of the BoD. and the General Meeting, for
which increased quorum and majority percentages are required, the dissolution, liquidation, appointment of a manager
or liquidator, the merger, division or other corporate transformation, the modification of the shareholders' rights and
others.
Consent and resolve cases of inability to make decisions: Procedures and commitments are provided to ensure a sound
decision-making process with the consent of both the Company and SGEL.
Based on the above, the Company's management has concluded that the investment in IPTO SA is accounted for using
the equity method, considering the provisions of IFRS 11 - "Mutual agreements.
Indications of Impairment of participation in IPTO SA
The management of the Company assesses at each reporting date the existence or not of indications of impairment of
the participation in the company IPTO SA and if such indications are found, the participation is checked for impairment.
Also, the Management re-evaluates the value of the participation in the company IPTO SA, in case of impairment of the
value of its assets (Electricity Transmission System).
If there is evidence of impairment, it calculates the recoverable amount of the holding as the higher of fair value and
value in use. The main assumptions used by the Management in the context of estimating the recoverable amount of its
participation relate to future flows and performance, based on the business plans of the company that is audited for
impairment (IPTO SA), at their growth rate over time. in the future working capital as well as in the discount rate.
For the reporting date 31/12/2024, the Management does not consider that there are indications of impairment of the
participation, as the affiliated company IPTO SA. continues to show profitable results, its investment plan is developing
smoothly and there are no signs of impairment of the electricity transmission network.
2.5. BASIC ACCOUNTING POLICIES
Conversion of foreign currencies
The operating and presentation currency is the Euro. Transactions in other currencies are translated into Euro using the
exchange rates prevailing at the dates of the transactions. Foreign currency receivables and liabilities at the date of
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
82
preparation of the financial statements are adjusted to reflect the current exchange rates at the date of preparation of
the financial statements. Gains or losses arising from these adjustments are included in other expenses in the income
statement.
Tangible assets
Property, plant, and equipment include furniture and other equipment and are initially recognized at cost, which includes
all costs directly attributable to their acquisition or construction until they are ready for use as intended by Management.
After initial recognition, property, plant and equipment are stated at historical cost less accumulated amortization and
impairment. Their depreciation is calculated based on the fixed depreciation method and within five years of use.
In particular, the affiliated company IPTO SA owns tangible assets, which, among other things, include real estate and
machinery. Such property, plant and equipment are subsequently measured at fair value less accumulated depreciation
and amortization. Fair value estimates are performed periodically by independent appraisers (every three to five years)
using the level three assumptions of IFRS 13 and the residual replacement cost method, in order to ensure that the fair
value does not differ materially. from the unamortized balance. During the current fiscal year, IPTO S.A. changed the
accounting policy for the subsequent measurement of tangible fixed assets from fair value to historical cost, except for
real estate used for offices (land and buildings) (Note 2.6).
If the carrying amount of an asset increases because of an adjustment, the increase is credited to a reserve in other
comprehensive income, net of deferred income taxes. However, an increase due to revaluation is recognized in profit or
loss to the extent that it reverses a previous devaluation of the same asset that was previously recognized in profit or
loss.
If the carrying amount of an asset decreases because of an adjustment, the decrease shall be recognized in profit or loss.
However, the reduction will be charged directly to the reserve in other comprehensive income, net of deferred income
taxes, to the extent that there is a credit balance in the revaluation surplus relating to this asset.
At the date of revaluation, the accumulated depreciation is offset against its pre-depreciation book value and the net
amounts are adjusted according to the adjusted amounts. Upon the revaluation of a revalued tangible fixed asset, the
corresponding portion of the recognized goodwill is transferred from the reserve to the income statement.
Repairs and maintenance are recorded at the expense of the year in which they are performed. Subsequent costs are
capitalized if the criteria for their recognition as assets are met and increase in value. For all assets that are withdrawn,
the acquisition value and their related depreciation are written off at the time of sale or withdrawal. Any gain or loss
arising from the write-off of an asset is included in the income statement.
Intangible assets
Intangible assets include software programs. Software programs are valued at acquisition cost less accumulated
depreciation and impairment. In case of withdrawal or sale, the acquisition value and depreciation are written off. Any
gain or loss arising from the write-off is included in the income statement. The depreciation of the software is calculated
based on the fixed depreciation method and within a period of five years.
Impairment of non-financial assets
The Company at each date of preparation of financial statements, assesses the existence or not of impairment of its
assets. These indications are mainly related to the loss of value of the asset in a larger amount than expected changes in
the market, technology, legal status, physical condition of the asset and change in use. In case there are indications, the
Company calculates the recoverable amount of the asset. The recoverable amount of an asset is defined as the higher of
the fair value of the asset or its cash-generating unit (after deducting disposal costs) and its value in use.
Recoverable amount is determined at the individual asset level, unless that asset generates cash inflows that are
independent of those of other assets or group of assets. When the carrying amount of an asset exceeds its recoverable
amount, it is deemed to have been impaired and adjusted for its recoverable amount. The value in use is calculated as
the present value of the estimated future cash flows using a pre-tax discount rate, which reflects current estimates of the
time value of money and the risks associated with the asset. The fair value of the sale (after deduction of disposal costs)
is determined based on the price of the asset in an active market and if it does not exist, by applying a valuation model.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
83
Impairment losses are recognized in profit or loss. Each reporting date examines whether any impairment losses
previously recognized are present or have been reduced. If such indications exist, the recoverable amount of the asset is
redefined. Impairment losses recognized in the past are reversed only if there are changes in the estimates used to
determine the recoverable amount since the recognition of the last impairment loss.
The increased balance of the asset resulting from the reversal of the impairment loss may not exceed the balance that
would have been determined (less depreciation) if the impairment loss had not been recognized previously. The reversal
of the impairment is recognized in profit or loss unless the asset is valued at fair value, in which case the reversal is treated
as an increase in the already recognized goodwill and after the reversal, the depreciation of the asset is adjusted to the
revised balance (less the residual value) to be divided equally in the future on the basis of the remaining useful life of the
asset.
Financial assets and liabilities
Financial assets are governed by the provisions of IFRS 9, according to which, at initial recognition, a financial asset is
classified as:
• at amortized cost
• at fair value through profit or loss (for other comprehensive income). at fair value)
• at fair value through statement of comprehensive income (for debt investments)
• at fair value through profit or loss
based on:
1) the Group's business model for managing financial assets, and
2) the typical contractual cash flows of the financial asset.
Impairment of Financial Assets
For the impairment of financial assets, IFRS 9 introduces the "expected loss against credit risk" model and replaces the
"realized loss" model of IAS 39. The method for determining the impairment loss of IFRS 9 applies Assets that are classified
as amortized cost, contract assets and debt investments at fair value through other comprehensive income, but not
investments in equity.
Financial assets valued at amortized cost
Financial assets at amortized cost consist of trade and other receivables, cash and cash equivalents. Losses are measured
on one of the following: arise from events that occur throughout the life of the financial instrument),
• 12 months expected credit losses (these expected losses may arise as a result of default events within 12 months
from the reporting date),
• expected life credit losses (these expected losses may arise from events that occur duration of the financial
instrument),
• credit life losses (when there are objective circumstances that the asset is credit impaired)
Measurement of expected credit losses
Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured at the present
value (using the effective interest method) of the cash deficit, ie the present value of the difference between the cash
flows that the Company would receive and the cash flows it expects to receive.Presentation of impairment
Impairment losses on financial assets that are measured at amortized cost are deducted from the carrying amount of the
assets.
Derecogniton of financial assets
Financial assets (or part of a financial asset or part of a group of financial assets) are derecognised when:
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
84
1. expire the contractual rights to the cash flows of the financial asset
2. transfer the financial asset and the transfer meets the terms of the derecognition template.
Cash and cash equivalents
Cash and cash equivalents include time deposits and other highly liquid investments with an initial maturity of less than
three months.
Offsetting financial of financial assets and liabilities
Financial assets and liabilities are offset and the net amount shown in the Statement of Financial Position only when the
Company has the legal right to do so and intends to offset them on a net basis against each other or claim the asset and
settle the liability at the same time.
Interest-bearing loans and credits
Loans and credits are initially recognized at cost, which reflects the fair value of the consideration less costs incurred in
concluding the relevant loan agreements. They are subsequently measured at amortized cost using the effective interest
method. For the calculation of amortized costs, all types of loan and credit expenses are taken into account.
Provisions for risks and expenses, contingent liabilities and contingent receivables
Provisions are recognized when the Company has present legal, contractual or presumptive liabilities as a result of past
events, it is possible to settle them through outflows of funds and the estimate of the exact amount of the liability can
be made reliably.
Provisions are reviewed at the date of preparation of the financial statements and are adjusted to reflect the present
value of the expenditure that is expected to be required to settle the liability. Contingent liabilities are not recognized in
the financial statements but are disclosed, unless the likelihood of an outflow of resources embodying financial benefits
is minimal. Contingent assets are not recognized in the financial statements but are disclosed if an outflow of financial
benefits is probable.
Provision of staff compensation
(a) Post-employment benefits
Post-employment benefits include defined contribution plans. The payments are determined by the respective Greek
legislation and the regulations of the funds.
Defined contribution plan is a retirement plan under which the Company makes defined payments to a separate legal
entity. The Company has no legal obligation to pay additional contributions if the fund does not have sufficient assets to
pay all employees the benefits related to their service in the present and previous periods.
For defined contribution plans, the Company pays contributions to public insurance funds on a mandatory basis. The
Company has no other obligation once it has paid its contributions. Contributions are recognized as staff costs whenever
a debt arises. Prepaid contributions are recognized as an asset if there is a possibility of a refund or set-off with future
debts.
Based on IAS 19, the liability recorded in the statement of financial position for defined benefit plans is the present value
of the liability for the defined benefit at the reporting date. The defined benefit obligation is calculated annually by an
independent actuary using the projected unit credit method. The present value of the defined benefit obligation is
calculated by discounting the future cash outflows with a discount rate of the interest rate of long-term, highly rated
European corporate bonds.
Actuarial gains or losses resulting from empirical adjustments and changes in actuarial assumptions are debited or
credited to other comprehensive income in the year in which they arise. The Company recognizes the ratio of actuarial
gains / losses from its participation in IPTO through the Statement of Other Income.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
85
The Committee for the Interpretation of International Financial Reporting Standards (IASB), answering a question
regarding the framework of application of the provisions of article 8 of L.3198 / 1955 regarding the way of recognizing
the provision of compensation due to retirement, issued a final decision according to which The company distributes the
retirement benefits of the staff per year of service to the employees, during the period of the last 16 years before the
employees leave the service, according to the establishment conditions for receiving a full pension. This period is the
reasonable basis for the formation of the relevant provision (as defined in the next paragraph) as beyond this period their
retirement benefits are not substantially increased.
(b) Termination benefits
Termination benefits are paid when employees leave before the retirement date. The Company registers these benefits
when it is committed. Termination benefits due 12 months after the reporting date are discounted to their present value.
Income tax (current and deferred)
Current income tax
The expense for current income tax includes the income tax arising on the basis of the Company's profits, as they are
reformed in its tax returns, as well as additional taxes and surcharges that may arise from tax audits and is calculated in
accordance with the statutory or substantially statutory tax laws. rates at the date of preparation of the Financial
Statements.
Deferred income tax
Deferred income tax is calculated using the liability method in all temporary differences at the date of preparation of the
financial statements between the tax base and the carrying amount of the assets and liabilities.
Deferred tax liabilities are recognized for all taxable temporary differences unless the liability for deferred income tax
arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not
a corporation. transaction does not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities are recognized for all deductible temporary differences and carried forward tax receivables and
tax losses, to the extent that it is probable that taxable profit will be available which will be used against deductible
temporary differences and transferable unused and transferable unused. A deferred tax asset is not recognized if it arises
from the initial recognition of an asset or liability in a transaction that is not a merger and at the time of the transaction
does not affect either the accounting profit or the taxable profit or loss.
Deferred tax liabilities are revalued at each date of preparation of the Financial Statement and are reduced to the extent
that it is unlikely that there will be sufficient taxable profits against which part or all of the deferred income tax receivables
can be used. Deferred tax liabilities and liabilities are calculated based on the tax rates that are expected to be effective
in the year in which the claim is recovered or the liability settled and are based on the tax rates (and tax laws) in force or
enacted in date of preparation of the Financial Position. Income tax related to items that are recognized directly in other
comprehensive income is recognized directly in other comprehensive income and not in the income statement.
Revenue recognition
Revenue is recognized to the extent that it is probable that the financial benefits will flow to the Company and the
relevant amounts can be measured reliably.
The income from the Company's participation in the Independent Electricity Transmission Operator (IPTO SA) is
accounted for in the fiscal year after being approved by the competent body.
Interest income
Interest income is recognized on an accrual basis.
Revenue from the provision of services
Revenue from the provision of services is recognized in the income statement in the period in which they were provided.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
86
Leases
The Company as a lessee
Pursuant to IFRS 16, the classification of leases into operating leases and financial leases is abolished for the lessee and
all leases are recognized in accounting as "Financial Position" items, through the recognition of a "right to use" assets and
a "lease obligation", except for short-term leases (defined as leases with a lease term of 12 months or less) and leases
whose underlying asset is of low value (ie less than € 5.000). For these leases, the Company recognizes the leases as
operating expenses using the straight-line method against the term of the lease. The Company recognizes leases relating
to these leases as operating expenses in the income statement.
Recognition and initial measurement of the right to use the asset
At the beginning of a lease term the Company recognizes a right to use the asset and a lease liability by measuring the
right to use the asset at cost.
The cost of the right to use the asset includes the amount of the initial measurement of the lease liability, any lease
payments made before or at the start date of the lease term, less the lease incentives received, the initial direct costs
borne by the lessee , and an estimate of the costs that will be borne by the Company during the dismantling and removal
of the leased asset, the restoration of the premises where the leased asset is located or the restoration of the asset as
required by the terms and conditions of the lease. The Company assumes the obligation for these expenses either at the
date of the beginning of the lease period or because of the use of the leased assets during a specific period. The right to
use an asset is included in the line Right to use the Statement of Financial Position and the lease obligation is included in
the lines Long-term lease liabilities and Short-term part of lease liabilities.
Initial measurement of the lease liability
At the commencement date of the lease term, the Company measures the lease liability at the present value of the
outstanding rent payments on that date. When the implicit borrowing rate of the lease can be properly determined, then
rent payments will be discounted using this interest rate. Otherwise, the incremental borrowing rate of the Company is
used.
At the effective date of the lease term, lease payments included in the measurement of the lease liability include the
following payments for the right to use the asset during the lease term, if they have not been paid at the effective date
of the lease term:
(a) fixed payments less any lease receivables.
(b) any variable lease payments subject to future changes in indices or interest rates, which are initially measured using
the index price or interest rate at the effective date of the lease.
(c) the amounts expected to be paid by the Company as residual value guarantees; The lease term reflects the exercise
of the Company's right to terminate the lease.
(d) the exercise price of the purchase right if it is substantially certain that the Company will exercise the right, and
e) the payment of penalties for termination of the lease, if the lease period reflects the exercise of the Company's right
to terminate the lease.
Subsequent measurement
Subsequent measurement of the right to use the asset
After the start date of the lease period, the Company measures the right to use the asset with the cost model:
(a) less any accumulated depreciation and accumulated impairment losses, and
(b) adjusted for any subsequent measurement of the lease liability.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
87
The Company applies the requirements of IAS 16 regarding the amortization of the right to use an asset, which it examines
for any impairment.
Subsequent measurement of the lease obligation
After the commencement date of the lease term, the Company measures the lease liability as follows:
(a) increasing the carrying amount to reflect the financial cost of the lease
(b) reducing the carrying amount to reflect the leases paid; and
(c) re-measuring the carrying amount to reflect any revaluation or modification of the lease.
The financial cost of a lease liability is apportioned over the lease term in such a way as to result in a fixed periodic interest
rate on the outstanding balance of the liability.
Participation in affiliated companies
The participation in IPTO was initially recognized at its fair value at the date of acquisition of shares, ie on 31/03/2017,
for an amount of 491.770.000 Euro based on a valuation by the auditing company "Deloitte" which was accepted by the
Management and has published according to article 17 par. 4 and 8, in combination with article 13 of law 4548/2018,
which is the subject of a contribution in kind from PPC to the Company, with equal recognition of share capital.
Subsequently, the equity is accounted for using the equity method as a Joint Venture within the meaning of IFRS 11 -
"Mutual Agreements", with the Company recognizing in its results and other comprehensive income its ratio (51%) to net
profits and other total income of the participation, respectively. As the tangible fixed assets of IPTO SA presented at
adjusted (fair values), the difference between the fair value and the carrying amount of the equity at initial recognition is
not allocated to equity assets and is therefore not amortized but is tested for impairment in the investment.
In summary, the initial recognition of participation was calculated as follows:
Fair value of participation in IPTO
491.770
Book value of IPTO’s equity as of 31/03/2017
912.701
Company percentage (51%)
465.478
Excess value not allocated to assets
26.292
Impairment of investment accounted for using the equity method
The Company at each date of preparation of financial statements, assesses the existence or not of impairment of its
investment in IPTO SA. In case there are indications, the Company calculates the recoverable amount of the participation
as the largest amount between the fair value and the value in use. When the book value of the investment exceeds its
recoverable amount, then it is considered that its value has been impaired and is adjusted to the amount of its
recoverable amount. The value due to use is calculated as the present value of the estimated future cash flows that are
expected to be realized by IPTO SA, adjusted according to its shareholding. The main assumptions used by the
Management in the context of estimating the recoverable amount of its investment in IPTO SA, relate to future flows and
performance, based on the business plans of the company audited for impairment (IPTO SA), in their growth rate. at
perpetual, future working capital as well as at the discount rate.
Impairment losses are recognized in profit or loss. Each reporting date examines whether any impairment losses
previously recognized are present or have been reduced. If such indications exist, the recoverable amount of the
investment is redefined. Impairment losses previously recognized are reversed only if there are changes in the estimates
used to determine the recoverable amount since the recognition of the last impairment loss.
The increased balance of the investment resulting from the reversal of the impairment loss, may not exceed the balance
that would have been determined (less depreciation) if the impairment loss had not been recognized previously. The
reversal of the impairment is recognized in profit or loss.
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
88
2.6 CHANGE IN ACCOUNTING POLICY
In the year end 2024, IPTO SA changed its accounting policy for the subsequent measurement of property, plant and
equipment from fair value to historical cost, except for office properties (land and buildings). This change, in accordance
with the provisions of IAS 8, was applied retrospectively. As a result, the Company also restated the comparative income,
equity accounted investments and other reserves of prior years to reflect the results of this change.
The following is the presentation of the Company's restated Statements of Financial Position for 31/12/2023 and
31/12/2022, as well as the presentation of the restated Statement of Income and Other Income , the Statement of
Changes in Equity and the statement of Cash Flow of the Company for the fiscal year 2023.
Restated Income Statement 01/01/2023-31/12/2023
(Amounts in thousand Euro)
01/01/2023-
31/12/2023
Published
Adjustment
01/01/2023-
31/12/2023
Restated
Revenue:
Share of profits in investments accounted using
the equity method
59.446
2.894
62.340
Total revenue
59.446
2.894
62.340
minus: Operating expenses:
Payroll cost
370
-
370
Depreciation
19
-
19
Third party benefits
52
-
52
Third party fees
255
-
255
Tax-duties
7
-
7
Other expenses
168
-
168
Total operating expenses
870
-
870
Profit before interest and tax
58.576
2.894
61.470
Financial expenses
(3)
-
(3)
Financial revenue
237
-
237
Profit before tax
58.810
2.894
61.704
Income tax
(38)
-
(38)
Net profit for the period
58.771
2.894
61.665
Other comprehensive income:
of which income not recycled in P/L:
Share of actuarial profits / (loss) in associate
company accounted using the equity method
832
-
832
Other comprehensive income after tax
832
-
832
Total comprehensive income for the year
distributed to the shareholders of the
59.603
2.894
62.497
Basic and adjusted earnings per share, which
distributed to the Company's shareholders (€
per share)
0,254
0,012
0,266
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
89
Restated Statement of Financial Position as of 31/12/2023
(Amounts in thousand Euro)
31/12/2023
Published
Adjustment
31/12/2023
Restated
ASSETS
Non-current assets:
Tangible assets
6
-
6
Right of use asset
56
-
56
Investments accounted using the equity method
800.622
(101.182)
699.440
Total non-current assets
800.684
(101.182)
699.502
Current assets:
Trade receivables
12
-
12
Other receivables
432
-
432
Cash and cash equivalents
5.418
-
5.418
Total current assets
5.862
-
5.862
Total assets
806.546
(101.182)
705.363
EQUITY AND LIABILITIES
Equity:
Share capital
491.840
-
491.840
Own shares
(439)
-
(439)
Legal reserve
5.729
-
5.729
Other reserves
136.148
(155.219)
(19.072)
Retained earnings
173.073
54.037
227.111
Total equity
806.352
(101.182)
705.170
Non-current liabilities:
Long-term lease liabilities
39
-
39
Total non-current liabilities
39
-
39
Current liabilities:
Trade and other liabilities
136
-
136
Short-term lease liabilities
17
-
17
Accrued and other liabilities
1
-
1
Total current liabilities
155
-
155
Total equity and liabilities
806.545
(101.182)
705.363
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
90
Restated Statement of Financial Position as of 31/12/2022
(Amounts in thousand Euro)
31/12/2022
Published
Adjustment
31/12/2022
Restated
ASSETS
Non-current assets:
Tangible assets
10
-
10
Right of use asset
21
-
21
Investments accounted using the equity method
755.368
(104.076)
651.292
Total non-current assets
755.399
(104.076)
651.323
Current assets:
Trade receivables
12
-
12
Other receivables
271
-
271
Cash and cash equivalents
4.704
-
4.704
Total current assets
4.987
-
4.987
Total assets
760.386
(104.076)
656.310
EQUITY AND LIABILITIES
Equity:
Share capital
491.840
-
491.840
Own shares
(439)
-
(439)
Legal reserve
5.012
-
5.012
Other reserves
135.317
(155.220)
(19.903)
Retained earnings
128.519
51.144
179.663
Total equity
760.249
(104.076)
656.173
Non-current liabilities:
Long-term lease liabilities
11
-
11
Total non-current liabilities
11
-
11
Current liabilities:
Trade and other liabilities
115
-
115
Short-term lease liabilities
10
-
10
Total current liabilities
125
-
125
Total equity and liabilities
760.386
(104.076)
656.310
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
91
Restated Statement of Changes in Equity of the Company for the Year 01/01/2023 – 31/12/2023
(Amounts in thousand Euro)
Share
capital
Own
shares
Statutory
reserve
Other
reserves
Retained
earnings
Total equity
Balance as at 01/01/2023*
491.840
(439)
5.012
135.316
128.519
760.248
Change in accounting policy
-
-
-
(155.219)
51.145
(104.074)
Restated balance as at
01/01/2023
491.840
(439)
5.012
(19.903)
179.663
656.174
Restated net profit for the
year
-
-
-
-
61.665
61.665
Other comprehensive
income for the period after
tax
-
-
-
832
-
832
Total comprehensive
income
-
-
-
832
61.665
62.496
Statutory reserve
-
-
717
-
(717)
-
Interim dividend distribution
(note 26)
-
-
-
-
(13.500)
(13.500)
Restated balance as at
31/12/2023
491.840
(439)
5.729
(19.071)
227.111
705.170

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
92
Restated Statement of Cash Flow of the Company for the Year 01/01/2023 – 31/12/2023
(Amounts in thousand Euro)
01/01/2023-
31/12/2023
Δημοσιευμένη
Προσαρμογή
01/01/2023-
31/12/2023
Αναδιατυπωμένη
Cash flows from operating activities
Profit before tax
58.810
2.894
61.704
Adjustments for:
Depreciation and amortization
19
-
19
Share of profits in investments accounted using
the equity method
(59.446)
(2.894)
(62.340)
Interest income
(237)
-
(237)
Loss from write-off of fixed assets
-
-
-
Interest expense
3
-
3
Operating profit before working capital
changes
(852)
-
(852)
(Increase)/decrease in:
Trade receivables
-
-
-
Other receivables
15
-
15
Increase/(decrease) in:
Trade liabilities
27
-
27
Other liabilities and accrued expenses
1
-
1
Income tax paid
(43)
-
(43)
Net cash flows from operating activities
(851)
-
(851)
Cash flow from investing activities
Dividend received from IPTO S.A
15.024
-
15.024
Interest received from deposit in Bank of Greece
59
-
59
Net cash flows from investing activities
15.083
-
15.083
Cash flows from financing activities
Interim dividend paid
(13.500)
-
(13.500)
Interest paid
(3)
-
(3)
Lease capital paid
(15)
-
(15)
Net cash flows from financing activities
(13.518)
-
(13.518)
Net increase in cash and cash equivalents
714
-
714
Cash and cash equivalents, opening balance
4.704
-
4.704
Cash and cash equivalents, closing balance
5.418
-
5.418
3. FINANCIAL RISK MANAGEMENT
3.1 FINANCIAL RISK FACTORS
The Company is exposed to financial risks, such as market risks (changes in exchange rates, interest rates, market prices),
credit risk and liquidity risk. Risk management focuses on the uncertainty of financial and non-financial markets and aims
to minimize adverse effects on the Company's financial position. The Company identifies, evaluates and, if necessary,
hedges the risks related to its operating activities, while on a periodic basis control and reviews the relevant policies and
procedures in relation to financial risk management. Also, there are no for-profit transactions.
Financial risks relate to the following financial assets and liabilities of the Statement of Financial Position: cash, trade and
other receivables, lease receivables and liabilities as well as trade and other current and long-term liabilities.
1) Market risk

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
93
Price risk
The Company is not exposed to changes in the prices of equity securities because it has no investments that it has
recognized in the Statement of Financial Position, either as financial assets valued at fair value through the statement of
other comprehensive income or as investments valued at fair value. results.
Risk of cash flows due to changes in interest rates
The Company has interest bearing assets consisting of sight deposits. Possible changes in interest rates would not have a
significant impact on the results and equity of the Company.
Currency risk
The foreign exchange risk of the Company is considered relatively limited as all income, expenses, financial assets and
financial liabilities are expressed in Euro which is the operating currency and the presentation currency of the Company.
2) Credit risk
The Company is exposed to credit risk, which however is mainly limited to cash and cash equivalents from deposits with
banks and financial institutions.
3) Liquidity risk
Liquidity risk is associated with the need for adequate financing for the operation and development of the Company. The
Company manages liquidity risk through the monitoring and planning of its cash flows and acts appropriately by ensuring
as sufficient credit limits and cash as possible, and acts appropriately by ensuring as far as possible adequate credit limits
and cash reserves. The Company received a dividend in 2024 from IPTO SA, which is sufficient to cover its operational
needs and has been deposited with the Bank of Greece.
(Amounts in Euro)
31/12/2024
Within 1 year
Between
1 and 2 years
Between
2 and 5 years
Total
Trade liabilities
10.012
-
-
10.012
Lease liabilities
22.301
17.511
8.480
48.292
Total
32.313
17.511
8.480
58.304
(Amounts in Euro)
31/12/2023
Within 1 year
Between
1 and 2 years
Between
2 and 5 years
Total
Trade liabilities
62.213
-
-
62.213
Lease liabilities
19.925
35.060
6.896
61.882
Total
82.138
35.060
6.896
124.094
The analysis of trade payables does not include the amounts of other taxes payable and insurance contributions.
The above amounts of lease liabilities are reflected in the conventional, non-discounted cash flows and therefore do not
correspond to the corresponding amounts reflected in the financial statements regarding the item "Lease liabilities".
The Company's liquidity risk is considered insignificant as the Company maintains sufficient cash reserves to cover its
short-term obligations.
3.2 CAPITAL RISK MANAGEMENT
The purpose of the Company in terms of capital management is to ensure its ability to continue its activities smoothly, to
ensure returns for shareholders and benefits for other parties related to the Company and to maintain an optimal capital
structure to achieves a reduction in capital costs.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
94
The Company had no borrowings as of 31 December 2024, except for the obligation to finance the lease of its offices
from the affiliated company IPTO, as shown by the application of IFRS 16. Therefore, the Company does not present a
leverage ratio and there is no need to analyze it, its net debt.
3.3 OTHER FINANCIAL RISKS
Risk of change of the regulated framework:
The Company is exposed to regulatory risk, due to the activity of the affiliated company IPTO SA, which is subject to a
strict and complex legal and regulatory framework, concerning the management of HETS, and to increased supervisory
obligations. Possible amendments to the HETS Management Code and the relevant legislative and regulatory framework
may create additional management responsibilities on the part of the affiliated company IPTO SA. The assumption of any
additional responsibilities or possible changes in the relevant institutional framework are likely to adversely affect the
profitability of IPTO SA, and consequently the Company.
Also, possible changes in the methodology and / or the parameters of calculation of the charges for the use of the System,
are likely to significantly affect the revenue, the profitability of IPTO SA, and consequently the Company.
Regulatory risk:
Possible amendments and / or additions to the regulatory framework governing the Electricity market, in accordance
with the provisions of European Legislation, may have a significant impact on the operation and financial results of the
affiliated company IPTO S.A., and consequently the Company's.
Risk of regulated returns of the company:
The activity of the affiliated company IPTO SA is largely determined by the implementation of the Ten-Year System
Development Program (DSP), as it affects both the investments it is required to make and the future revenues from the
use of the Transmission System. Therefore, possible amendments to the VAT that either increase the liabilities of IPTO
SA, or require faster execution of projects, may adversely affect the profitability of IPTO SA, and consequently the
Company.
The regulated returns of the investments of the System can negatively affect the profitability of IPTO SA, and
consequently of the Company, if they do not cover the reasonable return of the relevant invested funds.
The affiliated company IPTO SA, in any case, has the necessary valves and organization to reduce regulatory and
regulatory risks, while in cooperation with the Energy Regulatory Authority ensures that there are the necessary
approvals for each transaction.
4. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
The Company's investments relate to the 51% participation in the IPTO Group described in Note 1 and was initially
recognized at a fair value of 491.770.000 Euro based on a valuation by the auditing company "Deloitte" which was
accepted by the Management and has been published accordingly. article 17 par. 4 and 8, in combination with article 13
of law 4548/2018, which is the subject of a contribution in kind from PPC to the Company. The fair value at initial
recognition is the imputed cost of the participation, which is subsequently calculated using the equity method as
described in the note above.
The movement of the investment for the year presented is as follows:
(Amounts in thousand Euro)
31/12/2024
31/12/2023*
Opening balance
699.440
651.292
Proportion of profits
75.702
62.340
Proportion of other comprehensive income
863
832
Minus dividends paid
(30.067)
(15.024)
Closing balance
745.938
699.440
The ratio on the results concerns the ratio of the Company to the results of IPTO Group and its other total income.

Graphics

ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
95

The following is a summary of the financial information for the year presented by IPTO Group SA, as required by IFRS
12, Annex B, paragraph 12 and 13:

Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
31/12/2024
31/12/2023*
Non-current assets
3.961.334
3.357.047
Current assets
398.152
441.916
Total
4.359.486
3.798.963
Equity
1.410.958
1.319.799
Non-current liabilities
2.470.163
1.978.698
Current liabilities
478.366
500.465
Total
4.359.486
3.798.963

Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023*
Turnover
468.172
391.827
Net earnings after tax
148.436
122.234
Other comprehensive income
1.692
1.631
Total comprehensive income for the year
150.128
123.865

Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
31/12/2024
31/12/2023*

Cash and cash equivalents
227.389
245.713

Short-term portion of long-term borrowings
103.994
90.536

Long-term borrowings
1.165.059
1.100.633

Depreciation and amortization
116.571
105.715

Financial income
6.524
6.817

Financial expenses
20.167
20.130

Income tax
48.295
36.897


The proportion on the results concerns the participation of the Company (51%) on the results of the IPTO SA Group and
its Other Comprehensive Income, as shown in the tables below.

(Amounts in thousand Euro)
31/12/2024
31/12/2023*
Net profit after tax IPTO S.A.
148.436
122.234
Participation ratio
51%
51%
Share of profits in investments accounted using the equity method
75.702
62.340

* The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.

IPTO Group's 2024 net profits increased by 26,2 million Euro (21%) mainly due to the following:

The increase is mainly due to:
- an increase in revenues from interconnection rights by Euro 41 million. Interconnection rights are recognized following
decisions of the Hellenic Electricity Regulatory Authority. According to decision no. E-17/2024 of the Hellenic
Electricity Regulatory Authority, the annual revenue from interconnection rights for 2024 amounts to Euro 109,4
million compared to Euro 68,4 million for 2023,
- an increase in revenues from system usage charges by Euro 25 million.


Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
96
(Amounts in thousand Euro)
31/12/2024
31/12/2023
Other Total Income IPTO S.A.
1.692
1.631
Participation ratio
51%
51%
Share of other comprehensive income in associate company
accounted using the equity method
863
832
5. PAYROLL COST
The expenses recognized for personnel benefits are presented in the following table:
(Amounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Payroll fees
46.690
87.115
BOD members’ fees
338.948
210.651
Employer contributions
90.152
71.820
Staff training cost
-
300
Total
475.789
369.886
The decrease in staff remuneration for fiscal year 2024 compared to the previous fiscal year 2023 is due to the departure
of an employee at the end of fiscal year 2023, whose responsibilities were outsourced to a third legal entity within the
closing fiscal year 2024.
The increase in Board of Directors remuneration and employer contributions is due to the increase in the remuneration
of Board of Directors members (for fixed remuneration and for their participation in the meetings of the Board of
Directors and its committees) based on the new Remuneration Policy which was approved by the Ordinary General
Meeting of 3/7/2024 with retroactive effect from 1/1/2024 as well as to the increase in the number of meetings of the
Board of Directors and its committees..
6. DEPRECIATION
The depreciation amount presented in the following table:
(Amounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Furniture and Other equipment
3.099
3.633
Right of use asset
18.180
15.411
Balance
21.279
19.044
7. THIRD PARTY BENEFITS
(Αmounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Liability insurance
30.145
27.373
Building maintenance fees
19.363
21.406
Rents
941
-
Repair and maintenance fees
-
233
Fees for telecommunication services
1.724
2.628
Total
52.173
51.640
The building maintenance fees are related to cleaning, storage and other common expenses and relate to transactions
with the affiliated company IPTO S.A. (note 21). During the fiscal year, the Company recognized operating lease expenses
for vehicles amounting to €941, which are included statement in the income statement, as the conditions for recognizing
rights and obligations under IFRS 16 are not met.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
97
8. THIRD PARTY FEES
Third party fees are broken down in the table below:
(Αmounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Lawyers' and notaries' fees
75.063
27.000
Accountants' fees
36.890
17.640
Auditors' fees
27.500
25.536
Analyst fees
20.250
19.065
Other third party fees
181.463
154.902
Operators' fees
1.700
-
IT servises
5.950
5.752
Software licenses
6.868
5.456
Total
355.683
255.351
The increase in the fees of lawyers and notaries and other third parties by approximately 50 thousand and 33 thousand
euros respectively is due to the fact that the Company, within the closing fiscal year 2024, concluded new contracts
mainly of a consulting nature to improve its smooth operation and cover its operational needs.
Auditors' fees are related to the regular audit of the financial statements, the conduct of the tax audit and the provision
of other assurance services. In particular, the other assurance services relate to the provision of an OEL Assurance Report
on the Remuneration Report OF ADMIE HOLDING S.A. for the fiscal year 2023.
9. OTHER EXPENSES
Other expenses are presented in the following table:
(Αmounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Stock exchange negotiation expenses
69.455
61.849
Fees and expenses of various third parties
36.229
25.788
Consumables
8.294
28.355
Subscriptions
4.615
3.420
Hospitality expenses
7.901
11.734
Other expenses
77.352
37.067
Total
203.846
168.212
10. TAXES- DUTIES
Taxes - fees, which amounts to Euro 5 thousand in 2024 (2023: Euro 7 thousand) includes the stamp of rents, VAT and
other taxes fees.
11. FINANCIAL INCOME AND FINANCIAL EXPENSES
The income statement shows an amount of income of Euro 610 thousand (2023: Euro 237 thousand) which mainly
concerns income from the share held by the Company in the Bank of Greece, in application of the provisions of article 15,
paragraph 1 of Law 2469/97 as in force on Common Capital.
The financial expenses of Euro 4 thousand (2023: Euro 3 thousand) include financial lease expenses (Note 17) of Euro
2.974 and various bank expenses.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
98
12. TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS
12.1 TANGIBLE ASSETS
(Amounts in Euro)
Furniture and fixtures
31/12/2024
31/12/2023
Acquisition Cost
24.761
24.455
Additions
6.386
306
Accumulated Depreciation
(21.630)
(18.531)
Net book value
9.517
6.230
12.2 RIGHT OF USE ASSET
(Amounts in Euro)
31/12/2024
31/12/2023
Buildings
Cars
Total
Buildings
Cars
Total
Cost
49.244
48.670
97.913
22.939
24.840
47.779
Additions
-
6.290
6.290
26.305
36.767
63.072
Write off
-
-
-
-
(12.937)
(12.937)
Accumulated Depreciation
(36.091)
(24.378)
(60.469)
(27.323)
(14.966)
(42.290)
Net book value
13.152
30.582
43.735
21.920
33.703
55.624
The rights of use relate to the recognition and presentation in the financial statements of the lease of the Company's
offices and the lease of a means of transport, as defined by IFRS 16.
In fiscal year 2024, the existing lease of the means of transport was amended with an increase in the monthly rent from
€ 862 to € 1.060.
The average annual discount rate used is 5,8%
12.3 INTANGIBLE ASSETS
(Amounts in Euro)
Software
31/12/2024
31/12/2023
Cost
10.730
10.730
Accumulated Depreciation
(10.730)
(10.730)
Net book value
-
-
13. OTHER RECEIVABLES
In the other short-term receivables, the amount of 841 thousand Euro (2023: 432 thousand Euro) mainly concerns debit
VAT of the year (Euro 290 thousand) as well as accrued financial income for the 2nd half of 2024 (Euro 190 thousand).
14. CASH AND CASH EQUIVALENTS
(Amounts in Euro)
31/12/2024
31/12/2023
Cash in bank
21.050.062
5.418.034
Total
21.050.062
5.418.034
The Company's cash is in Euro in accounts of the National Bank and the Bank of Greece.
Since November 2017, the Company maintains a cash management account with the Bank of Greece, pursuant to the
provisions of article 15, paragraph 1 of Law 2469/97 as applicable to the Common Capital.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
99
The funds of the General Government bodies deposited with the Bank of Greece are used by the Public Debt Management
Organization (PDMO) for the conclusion of short-term cash management operations and specifically agreements for the
purchase and resale of Greek Treasury Bills.
In this way, the transferred funds are fully secured and are immediately or within a few days available to the institutions,
while through the above short-term transactions, attractive returns are ensured for the institutions, which amounted to
about 3,63% for 2024. The income of these funds was recognized in the income statement, in the financial income. (Note
11).
15. SHARE CAPITAL
Share Capital of the Company was set at four hundred and ninety-one million eight hundred forty thousand (491.840.000)
euro, divided into 232.000.000 common registered shares with a nominal value of 2,12 Euro each and was paid as follows:
A. With payment of seventy thousand euro (70.000,00) in no. 10400351143 Account of the Company held at the National
Bank, on March 30, 2017 on behalf of the Public Electricity Company SA.
B. According to the receipt delivery protocol from March 31, 2017, signed between the Chairman of PPC and the Chairman
and CEO of the Company, the company no. 1 final shareholding issue of IPTO SA, in which the shares with no. from
number 1 to No. 19.606.539, ie an amount of four hundred ninety-one million seven hundred and seventy thousand euro
(491.770.000), which corresponds to the equivalent valuation of 51% of the share capital of IPTO SA, which is signed by
auditing company "Deloitte" and has been published according to article 17 par. 4 and 8, in combination with article 13
of law 4548/2018 and which is the subject of a contribution in kind from PPC to the Company.
The no. 4 / 31.03.2017 minutes of the Board of Directors of the Company that certifies the full coverage and payment of
the founding share capital in the Company as above was registered with the no. 998571 entry in the G.E.M.I. on May 18,
2017.
In 2022, the Company purchased its own shares through the member of the Athens Stock Exchange "ALPHA FINANCE
INVESTMENT SERVICES SINGLE MEMBER S.A", in implementation of the decision of the Ordinary General Meeting of the
Company's Shareholders dated 16/07/2020 (Topic 7th). The Company purchased 100.659 own shares for a total
acquisition cost of 214.872,62 Euro. In total, he owns 216.000 own shares (0,09% of the total of 232.000.000 common
registered shares).
16. LEGAL RESERVE AND OTHER RESERVES
LEGAL RESERVE
The provisions of article 158 of law 4548/2018 regulate the formation and use of the regular reserve as follows: At least
5% of the real (accounting) net profits of each year are kept, obligatorily, for the formation of a regular reserve, until the
accumulated amount of the regular reserve becomes at least equal to 1/3 of the nominal share capital. The regular
reserve can be used to cover losses after a decision of the Ordinary General Meeting of shareholders, and therefore
cannot be used for any other reason.
Within 2024, the Company formed a Regular Reserve amounted to 1.472 (2023: 717 thousand Euro) as a result the
amount of the Regular Reserve reaching 7.202 thousand Euros.
OTHER RESERVES
Other reserves include the share reserve of other total income of affiliated companies. They amount to 136.148 thousand
Euro (2023: 136.148 thousand Euro) and concerns the proportion of 51% on the other total income of the IPTO SA Group.
17. LEASING
The Company recognizes as leases that meet the recognition criteria of IFRS 16, the rent it pays for the lease of its offices
from the associated company, IPTO S.A. with a monthly rent of 798,45 Euro as well as the financial lease of a means of
transport. In the closing fiscal year 2024, the Company amended on 1/12/2024 the existing financial lease of the means
of transport regarding the monthly rent from 862 Euros to 1.060 Euro.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
100
(Αmounts in Euro)
31/12/2024
31/12/2023
Long-term liability of lease
24.974
39.049
Short-term liability of lease
20.359
16.955
Total
45.333
56.004
The maturity dates of long-term liabilities are as follows:
(Αmounts in Euro)
31/12/2024
31/12/2023
Between 1 and 2 years
16.657
18.017
Between 2 and 5 years
8.317
21.031
Total
24.974
39.049
The current value of the lease liabilities is analyzed below:
(Αmounts in Euro)
31/12/2024
31/12/2023
Up to 1 year
20.359
16.949
Between 1 and 5 years
24.974
39.055
Total
45.333
56.004
Leasing – Lease liabilities - minimum rents
(Αmounts in Euro)
31/12/2024
31/12/2023
Up to 1 year
22.301
19.925
Between 1 and 5 years
25.991
41.962
Total
48.292
61.888
minus: Future charges of finance lease
(2.959)
(5.883)
Current value of lease liabilities
45.333
56.004
Movement of leases
(Αmounts in Euro)
31/12/2024
31/12/2023
Opening balance on 1 January
56.004
21.444
Recognition of new leases
6.290
63.072
Interest expense
2.974
1.741
Derecognition
-
(13.357)
Lease payments
(19.936)
(16.896)
Closing balance on 31 December
45.333
56.004
18. TRADE AND OTHER PAYABLES
The Company's trade and other payables balance as at 31/12/2024 amounted to 183 thousand Euro (2023: 136 thousand
Euro), in commercial and other liabilities in non-overdue services to third parties, which are repaid within next year, as
well as other taxes payable and insurance contributions.
19. ACCRUED AND OTHER LIABILITIES
The Company's accrued and other liabilities for the current period amount to 44 thousand Euro (2023: 1 thousand Euro),
which include accrued services under contract, provisions for fees or charges to the Greek depot as well as leases relating
to temporary vehicles. All liabilities are considered short-term.
20. TRANSACTIONS WITH RELATED PARTIES
Related parties of the Company are presented in the following table:

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
101
Company
Relation
PHC ADMIE S.A.
Shareholder
IPTO S.A.
Associate
ARIADNE INTERCONNECTION S.P.S.A
Associate
GRID TELECOM SMSA
Associate
GREAT SEA INTERCONNECTOR S.M.S.A.
Associate
IPTO TRAINING CENTER S.M.S.A.
Associate
(Amounts in Euro)
31/12/2024
31/12/2023
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
-
45.908
12.400
62.675
TOTAL
-
45.908
12.400
62.675
(Amounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
-
29.983
-
33.381
BoD members’ fees
-
412.312
-
255.744
Managing Officers
-
56.569
-
105.891
TOTAL
-
498.864
-
395.015
The Company had the below transactions with the affiliated company IPTO S.A. during the reporting period in the ordinary
course of business. According to IAS 24, key management personnel is also considered as "related party" to the Company.
During the closed year, there are due fees of the Board of Directors amounted to €2.214 which will be paid in the next
fiscal year.
There are no material transactions that have not been carried out under normal market conditions.
The open balances at the end of the year are unsecured and payments are made in cash. No guarantees have been
provided or received for the above balances.
The remuneration of the Board members shows an increase in the current year compared to the comparative year, due
to an increased number of meetings and the implementation of the new remuneration policy in force from 1 January,
while the remuneration of the management executives shows a decrease in the current year due to their replacement
by contracts with Legal Entities.
In the table above, the remuneration of the Board members includes the gross remuneration of the Board members,
including employer contributions, performance fees, rental of temporary transportation vehicles and car lease interest.
21. INCOME TAX
For the years 2017, 2018, 2019,2020, 2021, 2022 and 2023 the Company has been subject to tax audit of the Certified
Accountants pursuant to article 65A of Law 4174/2013 as in force and a Tax Compliance Report was issued.
For the year 2024, the Company has been subject to tax audit pursuant to the provisions of article 65a of Law 4174/2013.
The audit is in progress and the relevant tax certificate is expected to be issued by the publication of the financial
statements. Management however estimates that no significant changes are expected in the Company’s tax liabilities, as
presented in the financial statements of the year.
The main income of the Company is the dividend collection, which is exempt from income tax, according to article 48 of
Law 4172/2013.
In the current fiscal year, the income tax amounts to € 118 thousand, which mainly concerns the taxation of the income
by the Bank of Greece.

Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
102
Income tax is as follows:
(Amounts in euro)
1/1/2024 to
31/12/2024
1/1/2023 to
31/12/2023
Current tax expense
118.710
38.405
Total
118.710
38.405
(Amounts in euro)
1/1/2024 to
31/12/2024
1/1/2023 to
31/12/2023*
Profit before tax
75.195.310
61.703.117
Tax base on current tax rates
16.542.968
12.938.086
Income not subject to tax
(16.654.546)
(13.078.202)
Non-deductible expenses
230.288
178.521
Total
118.710
38.405
* The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
22. EARNINGS PER SHARE
The basic and adjusted profits / (losses) per share are calculated by dividing the profit / (loss) corresponding to the
shareholders of the Company, by the weighted average number of common shares that were in circulation during the
year.
(Amounts in Euro)
01/01/2024-
31/12/2024
01/01/2023-
31/12/2023*
Profit after tax
75.076.600
61.664.712
Profit attributable to the Shareholders
75.076.600
61.664.712
Shares at the start of the period
231.784.000
231.784.000
Shares at the end of the period
231.784.000
231.784.000
Weighted Average Number of shares
231.784.000
231.784.000
Basic and diluted earnings per share (€ per share)
0,324
0,266
* The comparative statement has been restated as a result of the change in accounting policy referred to in Note 2.6.
23. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There are no commitments, contingent liabilities, and contingent assets for disclosure, other than those mentioned.
24. FEES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND OTHER ASSURANCE SERVICES
During the year ended December 31, 2024, the fees of the auditors for the regular audit of financial statements, the
execution of the tax audit and the provision of other assurance services amounted to 27 thousand Euro (2023: 26
thousand Euro).
25. PROPOSAL OF PROFIT DISTRIBUTION
In 2024 the Company with the decision of the Board of Directors dated 16/9/2024 distributed the maximum allowed
amount as an interim dividend, which amounted to 0,058 Euro per share or 13.500.000 Euro. The Board of Directors
proposes to the upcoming Ordinary General Meeting of Shareholders to distribute the remaining dividend for fiscal year
2024 of 14.000.000 Euro.

Graphics

ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2024 – 31/12/2024
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
103

Dividend received by IPTO S.A.
30.067.136
plus: Finance and other income of the fiscal year 2024
610.949
minus: expenses of the fiscal year 2024
(1.236.830)
Distributed earnings
29.441.255
minus: Legal Reserve (5%)
(1.472.063)
Distributed earnings to shareholders
27.969.192
minus: Interim dividend paid
13.500.000


26. SUBSEQUENT EVENTS

There are no subsequent events that require disclosure or adjustment of the attached financial statements.




CHAIRMAN OF THE BOD
VICE CHAIRMAN
NON-EXECUTIVE MEMBER
CHIEF ACCOUNTANT






I. KARAMPELAS
Ν. ACHTIPY
E. MAVROGIANNIS
ID No ΑΕ491340
ID No ΑΖ215089

Licence No.: 0085923







PricewaterhouseCoopers
Accounting S.A.


Accounting Office Licence No.: 1494